PLATFORM SERVICES AGREEMENT
We Adapt AI LLC ("WeAdaptAI"), the company that owns and operates the Adapt Book Flow platform ("Adapt Book Flow", "we", "us") Version 2.3 — Effective upon electronic acceptance through the Adapt Book Flow dashboard. Supersedes the Terms of Service last updated March 24, 2026.
This Platform Services Agreement (the "Agreement") is entered into between We Adapt AI LLC and the business ("Operator", "you") that accepts it electronically through the Adapt Book Flow dashboard. Adapt Book Flow is a product of We Adapt AI LLC and not a separate legal entity; every reference in this Agreement to Adapt Book Flow as a party, and every right and obligation of Adapt Book Flow, is a reference to and a right or obligation of We Adapt AI LLC. The person accepting represents that they are the owner of the Operator's Adapt Book Flow account, or are otherwise authorized to bind the Operator, and that the Operator is a business, not a consumer.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER (SECTION 14), A LIMITATION OF LIABILITY (SECTION 11), AND TAX INFORMATION OBLIGATIONS THAT AFFECT YOUR ABILITY TO ACCEPT CARD PAYMENTS (SECTIONS 6 AND 7).
1. ACCEPTANCE AND PARTIES
1.1 Acceptance. You accept this Agreement by clicking to accept it in the Adapt Book Flow dashboard, by creating an account after it is presented to you, or by continuing to use the Service after notice of it under Section 15. If you do not agree, do not use the Service.
1.2 Electronic Records and Signatures. You consent to accept this Agreement, and every notice, disclosure, form, and record relating to it, electronically. Your electronic acceptance has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act. We record the date, time, network address, and version of each acceptance and will provide you a copy on request.
1.3 Business Use Only. The Service is offered to businesses for use in their trade or business. You represent that you are not using the Service for personal, family, or household purposes.
1.4 Definitions. "Service" means the Adapt Book Flow booking and scheduling platform, including the operator dashboard, the public booking pages and widgets, the point-of-sale and terminal features, the messaging features, the reporting and accounting features, and all related software, documentation, and support. "Customer" means a person who books, purchases, or attends an Operator experience through the Service. "Booking" means a reservation, purchase, or other transaction between Operator and a Customer made or recorded through the Service. "Stripe" means Stripe, Inc. and its affiliates, the payment processor used by the Service. "Card Payment" means any payment processed through the Service by payment card, whether online, through a payment terminal, or for a gift card.
2. THE SERVICE AND OPERATOR'S ROLE
2.1 What the Service Is. Adapt Book Flow provides software that lets Operator publish availability, take and manage Bookings, communicate with Customers, record payments, and view reports. The Service is a tool. It is not a tour operator, travel agent, seller, or reseller of any experience.
2.2 Operator Is the Merchant of Record. For every Booking, Operator is the seller and the merchant of record. The contract for the experience is between Operator and the Customer. Adapt Book Flow is not a party to that contract, does not provide the experience, and makes no promise to any Customer about it. Operator's name appears on the Customer's card statement for Card Payments processed through Operator's own Stripe account.
2.3 Payment Processing. Card Payments are processed by Stripe. To accept Card Payments, Operator must open a Stripe connected account through the Service and accept the Stripe Connected Account Agreement and the Stripe Services Agreement, which govern Operator's relationship with Stripe. Adapt Book Flow does not hold Operator's funds. Payments from Customers are settled by Stripe directly to Operator's Stripe account and paid out on Stripe's schedule, less the fees described in Section 3.
2.4 Agency-Paid Bookings. Where Operator has enabled agency billing in its settings and a Booking is paid by a third-party agency rather than by the Customer, the agency's payment is processed on Adapt Book Flow's Stripe account and transferred to Operator's Stripe account, net of the applicable platform fee. Adapt Book Flow acts solely as a payment conduit for those transfers and acquires no interest in the funds beyond its fee.
2.5 Operator Controls Its Business. Operator alone decides what experiences to offer, when, at what price, with what tax rate, under what cancellation and refund policy, and with what staff and equipment. Adapt Book Flow provides the settings; Operator chooses the values.
2.6 Changes to the Service. We may add, modify, or remove features from time to time. We will give reasonable notice of any change that materially reduces the core functionality of the Service.
3. FEES AND BILLING
3.1 Platform Fee. Operator will pay Adapt Book Flow a platform fee on each Booking processed through the Service at the rate shown in Operator's Payments settings at the time of the transaction. The standard rate is 1.5% of the transaction amount unless a different rate, including a separate rate for in-person payments or a complimentary rate, is shown in Operator's settings.
3.2 How the Fee Is Collected. Where Stripe permits, the platform fee is deducted automatically from each Card Payment at the time of settlement. Where a fee cannot be deducted at settlement — for example, on a Booking paid with a gift card or recorded as a cash sale — the fee accrues to Operator's account and is charged to the payment method Operator keeps on file, ordinarily on a weekly cycle. Small balances may be carried forward and charged when the accrued total is worth collecting; no accrued fee is forgiven.
3.3 Introductory Period. New accounts may receive an introductory period during which no platform fee is charged. The length of the period, if any, is shown in Operator's dashboard. Each business is eligible for one introductory period; a further period may be granted at our discretion.
3.4 Subscription Features. Some features may be offered on a subscription or plan basis at the prices shown in the Service. By selecting such a plan, Operator authorizes us to charge the payment method on file at the stated interval until the plan is cancelled.
3.5 Payment Method on File. Operator will keep a valid payment method on file with us for as long as any fee may become due. If a charge fails, we will notify Operator and may retry. If a balance remains unpaid after notice, we may suspend the Service under Section 12.
3.6 Fees Are Final. Fees are earned when the Booking is processed and are non-refundable unless required by law or as stated in Section 3.7.
3.7 Refunds and Fee Reversal. When Operator refunds a Card Payment through the Service, the platform fee on the refunded portion is reversed to Operator to the extent Stripe permits. Stripe's own processing fees are governed by Stripe's agreements and are not controlled by Adapt Book Flow.
3.8 Taxes on Our Fees. Our fees exclude any sales, use, or similar tax that a jurisdiction may impose on the fees themselves. Where we are required to collect such a tax, it will be shown separately and charged in addition to the fee.
4. OPERATOR'S RESPONSIBILITIES
Operator is solely responsible for the following, and represents that it will comply with all laws that apply to them:
4.1 Licences, Permits, and Insurance. Every licence, permit, registration, certification, and insurance policy required to offer Operator's experiences in each place it operates.
4.2 Safety and the Experience Itself. The safety, quality, legality, and delivery of every experience; the condition of every vehicle, vessel, and piece of equipment; the training and supervision of staff; and compliance with every applicable safety and accessibility law.
4.3 Prices and Advertising. The prices Operator sets, the way Operator describes and advertises its experiences, and compliance with consumer-protection and advertising laws in every place Operator sells. Adapt Book Flow is responsible for how the Service displays the platform fee when Operator elects to pass it on to Customers, and Operator is responsible for every other element of the price.
4.4 Sales and Other Taxes on Bookings. Determining whether and at what rate any sales, use, admissions, tourist-development, excise, or other tax applies to each experience; configuring those rates in the Service; collecting the tax; registering with the relevant authorities; filing returns; and remitting what is owed. The Service applies the rates Operator enters. It does not determine what those rates should be. Adapt Book Flow does not hold or remit any such tax and is not a marketplace facilitator, tax collector, or agent for any taxing authority.
4.5 Cancellation, Refund, and Rebooking Policy. Setting, displaying, and honouring Operator's cancellation and refund policy, and issuing every refund a Customer is owed.
4.6 Customer Service and Disputes. Responding to Customers, resolving complaints, and handling chargebacks and payment disputes on Operator's Bookings.
4.7 Customer Communications. Every message Operator sends to Customers through or outside the Service, including obtaining any consent that law requires before sending marketing or text messages, and honouring opt-outs.
4.8 Waivers and Customer Forms. The content, legal sufficiency, and enforceability of any waiver, release, questionnaire, or other form Operator asks Customers to complete through the Service. The Service stores and presents Operator's forms; it does not draft them.
4.9 Gift Cards. Compliance with every law governing gift cards Operator chooses to sell, including expiry, fee, disclosure, and unclaimed-property rules.
4.10 Accurate Information. Providing accurate business, contact, billing, and tax information and keeping it current under Section 6.
4.11 Account Security. Safeguarding Operator's login credentials and those of its team members, and all activity under Operator's account. Operator will tell us promptly of any unauthorized use.
4.12 Lawful Use. Using the Service only for lawful purposes and never to defraud, harass, or harm any person, to infringe any right, or to send unsolicited communications.
5. NO PROFESSIONAL ADVICE
5.1 The Service Provides Tools and Records, Not Advice. Nothing displayed, calculated, or produced by the Service — including any total, report, statement, projection, tax calculation, fee breakdown, label, category, summary, export, or message from an assistant or help feature — is tax, legal, accounting, financial, or other professional advice. Such content is provided for Operator's convenience as a record of the values Operator and its Customers entered and the transactions the Service processed.
5.2 Operator Verifies Before Relying. Operator is responsible for verifying every figure the Service produces before relying on it, for keeping its own books and records, and for its own tax returns, filings, and financial statements. The Service is not a substitute for accounting software, a bookkeeper, an accountant, or a lawyer.
5.3 No Preparer, Adviser, or Fiduciary Relationship. Adapt Book Flow does not prepare or assist in preparing Operator's tax returns, does not advise Operator on what to report, deduct, collect, or remit, and owes Operator no fiduciary duty. Any reporting feature describes what a number is; it does not tell Operator what the number means for Operator's taxes.
5.4 Consult Your Own Professionals. Operator should consult its own attorney, accountant, and tax adviser about its obligations. Adapt Book Flow encourages Operator to do so and will not be liable for Operator's decision not to.
6. TAX INFORMATION AND INFORMATION REPORTING
6.1 Why We Ask. Because Card Payments to Operator are settled through a payment arrangement in which Adapt Book Flow controls the pricing of the payment service, Adapt Book Flow may be required by United States federal and state law to file information returns — including IRS Form 1099-K — reporting the gross amount of Card Payments settled to Operator, and to furnish a copy to Operator.
6.2 Operator Provides Taxpayer Information. Before accepting Card Payments, and within thirty (30) days of any later request, Operator will provide through the Service the information required for those returns: its legal name; its federal taxpayer identification number (employer identification number or, for an individual or disregarded entity, social security number); its tax classification; and its address. Operator will certify that the information is correct, that Operator is a United States person, and whether Operator is subject to backup withholding, in substantially the form of IRS Form W-9.
6.3 Keep It Current. Operator will update its taxpayer information through the Service within thirty (30) days of any change, including a change of legal name, entity type, taxpayer identification number, or address.
6.4 How We Protect It. Taxpayer identification numbers are encrypted at rest, are displayed to Operator only in masked form, and are accessible to Adapt Book Flow personnel only for the purposes described in this Section. We use taxpayer information solely to comply with information-reporting, withholding, and related legal obligations and to verify it against government records.
6.5 Consent to Reporting and Verification. Operator consents to Adapt Book Flow filing any information return it reasonably determines is required, furnishing the required copy to Operator electronically, and verifying Operator's name and taxpayer identification number through the IRS Taxpayer Identification Number Matching program or any successor.
6.6 Reported Amounts Are Gross. Operator acknowledges that amounts reported on an information return are the gross amounts of reportable transactions as the law defines them, before refunds, chargebacks, fees, taxes collected from Customers, tips, and every other adjustment, and may therefore exceed Operator's net receipts or income. Operator, not Adapt Book Flow, is responsible for reconciling reported amounts to its own books and returns.
6.7 Backup Withholding. If Operator fails to provide a correct taxpayer identification number, or if the IRS notifies us that the number is incorrect or that Operator is subject to backup withholding, federal law may require withholding from payments to Operator at the applicable rate. Because Card Payments are settled by Stripe directly to Operator and not by Adapt Book Flow, Adapt Book Flow may be unable to withhold. In that event Operator agrees that Adapt Book Flow may suspend Operator's acceptance of Card Payments under Section 7 until the deficiency is cured, and Operator will reimburse Adapt Book Flow for any amount Adapt Book Flow is required by law to pay on Operator's behalf, together with any penalty or interest attributable to Operator's failure.
6.8 Non-U.S. Operators. If Operator is not a United States person, Operator will tell us before accepting Card Payments and will provide the applicable IRS Form W-8 or other documentation we request.
7. SUSPENSION OF CARD PAYMENTS FOR NON-COMPLIANCE
7.1 The Remedy. If Operator does not provide or update the taxpayer information required by Section 6, or does not accept a revised version of this Agreement under Section 15, within the cure period stated in our notice — which will be at least thirty (30) days unless the law requires faster action — Adapt Book Flow may suspend Operator's ability to accept new Card Payments through the Service until Operator cures the deficiency.
7.2 What Suspension Does Not Do. A suspension under this Section does not close Operator's account, does not disable the dashboard, and does not affect any Booking that already exists. Operator can continue to view and manage existing Bookings, check Customers in, issue refunds, collect balances and holds on existing Bookings, record cash and other non-card payments, and take Bookings for free experiences. Customers who already hold a Booking are not affected.
7.3 Notice and Reminders. Before suspending, we will send notice to the email address of the account owner on file and display a notice in the dashboard, and will send reminders during the cure period. Operator is responsible for keeping that email address current and for reading it.
7.4 Restoration. Card Payments are restored automatically when Operator cures the deficiency through the Service.
7.5 No Liability for Suspension. Adapt Book Flow is not liable for any loss arising from a suspension made in accordance with this Section, and Operator waives any claim that such a suspension breaches this Agreement.
8. CHARGEBACKS, DISPUTES, AND LOSSES
8.1 Operator Bears Its Transaction Risk. Operator is responsible for every chargeback, dispute, reversal, refund, fine, and fee arising from a Booking or from Operator's conduct, whether assessed by Stripe, a card network, or a bank.
8.2 Reimbursement. Under Adapt Book Flow's arrangement with Stripe, Adapt Book Flow may be held responsible for negative balances and losses on Operator's Stripe account. Operator will reimburse Adapt Book Flow, within ten (10) days of notice, for any such amount Adapt Book Flow pays or is charged on Operator's behalf, and authorizes Adapt Book Flow to charge the payment method on file and to set off any amount owed against fee reversals or other sums payable to Operator.
8.3 Cooperation. Operator will respond promptly to dispute inquiries and provide the evidence Stripe or a card network requests.
9. DATA, PRIVACY, AND CUSTOMER COMMUNICATIONS
9.1 Operator's Data. Operator owns the data it and its Customers enter into the Service in connection with Operator's Bookings ("Operator Data"). Operator grants Adapt Book Flow a licence to host, process, transmit, display, and back up Operator Data to provide the Service, to comply with law, and to operate and improve the Service using aggregated or de-identified information that does not identify Operator or any Customer.
9.2 Our Role. In relation to Customer personal information within Operator Data, Adapt Book Flow processes it on Operator's behalf and instructions as expressed through Operator's use of the Service. Operator is responsible for having a lawful basis to collect that information and for any privacy notice its Customers require. Adapt Book Flow's own Privacy Policy, available at /privacy, describes how we handle information about Operator's account and is incorporated into this Agreement.
9.3 Text Messages and Email to Customers. The Service can send transactional text messages and emails to Customers on Operator's behalf, such as booking confirmations and reminders. Customers opt in to text messages at the time of booking, can stop them by replying STOP, and can restart them by replying START. Message frequency depends on Operator's notification settings, typically one to three messages per Booking; message and data rates may apply. Text messages are sent through our messaging provider, and Customer phone numbers are not shared with third parties for marketing. Operator is responsible for any marketing or non-transactional message it chooses to send and for the consents those messages require.
9.4 Security. We maintain administrative, technical, and physical safeguards designed to protect Operator Data, including encryption of taxpayer identification numbers and payment-related credentials, and we will notify Operator of a security breach affecting Operator Data as the law requires.
9.5 Retention and Export. Operator can export its Operator Data from the dashboard while the account is active. After termination, we retain Operator Data for thirty (30) days so Operator can export it, after which we may delete it, except for records we must keep by law, including tax and information-reporting records, and copies in routine backups until they cycle out.
10. INTELLECTUAL PROPERTY AND FEEDBACK
10.1 Ours. The Service, its software, design, documentation, and trademarks belong to Adapt Book Flow and its licensors. Operator receives a limited, non-exclusive, non-transferable right to use the Service for its business during the term. Operator will not copy, modify, reverse engineer, resell, or build a competing product from the Service.
10.2 Yours. Operator's names, logos, images, descriptions, and other content remain Operator's. Operator grants us a licence to display them through the Service, including on Operator's public booking pages, and represents that it has the right to do so.
10.3 Feedback. If Operator gives us suggestions, we may use them without obligation.
11. DISCLAIMERS AND LIMITATION OF LIABILITY
11.1 Disclaimer of Warranties. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ADAPT BOOK FLOW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. ADAPT BOOK FLOW DOES NOT WARRANT THAT ANY FIGURE, CALCULATION, OR REPORT PRODUCED BY THE SERVICE IS CORRECT, COMPLETE, OR SUITABLE FOR ANY TAX, ACCOUNTING, OR LEGAL PURPOSE.
11.2 Third-Party Services. Adapt Book Flow is not responsible for the acts, omissions, availability, or terms of Stripe, messaging carriers and providers, hosting providers, or any other third-party service, including any payout delay, account hold, or processing error.
11.3 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BOOKINGS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.4 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, ADAPT BOOK FLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM FEES OPERATOR ACTUALLY PAID TO ADAPT BOOK FLOW IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
11.5 Exceptions. Sections 11.3 and 11.4 do not limit liability for a party's fraud, gross negligence, or wilful misconduct; for a party's indemnification obligations under Section 13; for Operator's payment obligations under Sections 3 and 8; for Operator's breach of Section 10.1; or for any liability that cannot be limited by law.
11.6 Basis of the Bargain. The parties agree that the fees reflect this allocation of risk and that Adapt Book Flow would not provide the Service on these terms without it.
12. TERM, TERMINATION, AND SURVIVAL
12.1 Term. This Agreement begins on acceptance and continues until terminated.
12.2 Termination by Operator. Operator may close its account at any time from the dashboard. Fees earned before closure remain payable.
12.3 Termination or Suspension by Adapt Book Flow. We may suspend or terminate Operator's account, in whole or in part, on notice if Operator materially breaches this Agreement, engages in or is reasonably suspected of fraud or unlawful activity, fails to pay an amount when due after notice, creates a risk of loss or legal exposure for Adapt Book Flow or Stripe, or if Stripe suspends or closes Operator's connected account. We may also terminate on thirty (30) days' notice for any reason. Suspension of Card Payments for tax-information or acceptance deficiencies is governed by Section 7.
12.4 Effect. On termination, Operator's right to use the Service ends, Section 9.5 governs Operator Data, and each party will pay the other any amount then owed.
12.5 Survival. Sections 3 (as to amounts owed), 5, 6.4 through 6.7, 8, 9.5, 10, 11, 13, 14, and 16, and any other provision that by its nature should survive, survive termination.
13. INDEMNIFICATION
13.1 By Operator. Operator will defend, indemnify, and hold harmless Adapt Book Flow, its members, managers, officers, employees, contractors, and affiliates from and against all claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) any experience Operator offers or provides, including any injury, death, or property damage; (b) any Booking or any dispute between Operator and a Customer, including refunds and chargebacks; (c) Operator's prices, advertising, taxes, licences, permits, waivers, gift cards, or Customer communications; (d) Operator's failure to provide correct taxpayer information, including any withholding, penalty, or interest assessed against Adapt Book Flow as a result; (e) Operator's breach of this Agreement or violation of law; or (f) Operator's content or Operator Data, including any claim that it infringes or misappropriates a third party's rights.
13.2 By Adapt Book Flow. Adapt Book Flow will defend, indemnify, and hold harmless Operator from and against third-party claims, and the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, alleging that the Service as provided by Adapt Book Flow infringes a United States patent, copyright, or trademark or misappropriates a trade secret, except to the extent the claim arises from Operator Data, Operator's content, Operator's modification of the Service, or use in breach of this Agreement. If such a claim is made or appears likely, Adapt Book Flow may modify the Service, procure a licence, or terminate the affected feature and refund any prepaid fee for the unused portion.
13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defence and settlement, and cooperate at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that admits fault on behalf of, or imposes an obligation on, the indemnified party without its consent, which will not be unreasonably withheld.
14. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES INDIVIDUALLY AND LIMITS THE WAYS RELIEF CAN BE SOUGHT.
14.1 Informal Resolution First. Before starting arbitration or any proceeding, the party raising a dispute will send the other a written notice describing the dispute and the relief sought (to Adapt Book Flow at the address in Section 16.7; to Operator at the owner email on file). The parties will try in good faith to resolve the dispute within thirty (30) days of that notice. Either party may request a telephone or video conference during that period.
14.2 Agreement to Arbitrate. Except as provided in Section 14.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the relationship between the parties, whether based in contract, tort, statute, or any other legal theory, and including the validity, scope, enforceability, or interpretation of this Section, will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, as modified by this Agreement. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section.
14.3 Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Section 14, except that a court will decide any dispute about the enforceability of the class action waiver in Section 14.6.
14.4 Procedure. The arbitration will be conducted by a single arbitrator. The seat of arbitration is the State of Florida; hearings may be held by video conference or, if either party requests an in-person hearing, in the county where Adapt Book Flow's principal office is located or another location the parties agree. The arbitrator may award any relief a court could award to the individual party, must follow this Agreement and applicable law, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction. Each party will pay its own attorneys' fees and its share of the AAA administrative fees and arbitrator compensation as the AAA rules provide, subject to Section 14.8 and to the arbitrator's authority to reallocate costs where a claim was frivolous or brought for an improper purpose.
14.5 Exceptions. Either party may (a) bring an individual claim in small claims court for a matter within that court's jurisdiction, so long as the claim stays in that court and is not brought on a class or representative basis; and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or the security or integrity of the Service, without first arbitrating.
14.6 Class Action and Representative Waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this Section 14.6 is found unenforceable as to a particular claim or request for relief, then that claim or request, and only that claim or request, will be severed and litigated in court under Section 14.9, and the remainder will be arbitrated.
14.7 Thirty-Day Opt-Out. Operator may opt out of Sections 14.2 through 14.6 by sending written notice to the email address in Section 16.7, stating Operator's business name and account email and that it opts out of arbitration, within thirty (30) days of first accepting this Agreement. Opting out does not affect any other provision of this Agreement, and a revised version of this Agreement does not restart the opt-out period unless it materially changes this Section 14.
14.8 Attorneys' Fees. In any arbitration or proceeding to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the other party, in addition to any other relief awarded.
14.9 Governing Law and Venue. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to Section 14. For any matter that is not subject to arbitration, or to compel arbitration or enforce an award, the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Florida and waive any objection to venue there.
14.10 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
14.11 Survival of This Section. This Section 14 survives termination of this Agreement and the closure of Operator's account.
15. CHANGES TO THIS AGREEMENT
15.1 Revised Versions. We may revise this Agreement by publishing a new version in the Service. Each version is numbered and dated.
15.2 Notice and Acceptance Window. For any revision that materially affects Operator's rights or obligations, we will notify the account owner by email and in the dashboard and give Operator at least thirty (30) days to review and accept the revised version. Operator accepts by clicking to accept in the dashboard. Operator's continued use of the Service after the window closes also constitutes acceptance, but if Operator has not clicked to accept by then, Section 7 applies to Card Payments until it does.
15.3 Right to Decline. If Operator does not agree to a revised version, Operator may close its account before the window closes, and the prior version will govern until closure.
15.4 Non-Material Changes. Corrections, clarifications, and changes required by law may take effect on publication.
16. GENERAL PROVISIONS
16.1 Entire Agreement. This Agreement, together with the Privacy Policy and any plan terms or feature terms presented in the Service, is the entire agreement between the parties about the Service and supersedes every prior agreement, including the Terms of Service last updated March 24, 2026. Operator's relationship with Stripe is governed separately by Stripe's agreements.
16.2 Order of Precedence. If this Agreement conflicts with any other document presented in the Service, this Agreement controls unless the other document expressly says otherwise.
16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in full force, except as Section 14.6 provides for the class action waiver.
16.4 No Waiver. A party's failure or delay in enforcing any provision is not a waiver of it or of any other provision.
16.5 Assignment. Operator may not assign or transfer this Agreement, or any right or obligation under it, without our prior written consent, except to a successor in a sale of substantially all of Operator's business that assumes this Agreement in writing. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of our assets, on notice to Operator.
16.6 Force Majeure. Neither party is liable for delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, labour action, governmental act, utility or internet failure, or the failure of a third-party service.
16.7 Notices. Notices to Adapt Book Flow must be sent by email to weadaptai@gmail.com with a copy by first-class mail to We Adapt AI LLC at the address shown on our website. Notices to Operator will be sent to the account owner's email address on file and, where the Service provides one, by dashboard notice. Notices are effective when sent by email, and Operator is responsible for keeping its address current.
16.8 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Neither party may bind the other.
16.9 No Third-Party Beneficiaries. Except for the indemnified persons named in Section 13, no third party, including any Customer, has any right under this Agreement.
16.10 United States Only. The Service is offered to businesses located in the United States. Operator represents that it is organized or resident in the United States and will comply with applicable export and sanctions laws.
16.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.
16.12 Counterparts and Records. This Agreement may be accepted electronically, and our electronic record of Operator's acceptance is conclusive evidence of it absent manifest error.
ACKNOWLEDGMENT
By clicking to accept in the Adapt Book Flow dashboard, the person accepting confirms, on behalf of the Operator, that they:
- Are the account owner or are otherwise authorized to bind the Operator
- Have read this Agreement in its entirety, including the arbitration and class action waiver in Section 14 and the limitation of liability in Section 11
- Understand that the Service provides software and records, not tax, legal, or accounting advice, and that the Operator is responsible for its own taxes, licences, prices, and Customers
- Understand that Adapt Book Flow may be required to file information returns reporting the Operator's card payments, and agree to provide the taxpayer information required for them
- Had the opportunity to seek independent legal counsel
- Voluntarily agree to be bound by this Agreement
We Adapt AI LLC · Adapt Book Flow Platform Services Agreement v2.3