Documentation Index
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Effective: May 29, 2026
This agreement (“Agreement”) is between Customer and Delphina Inc. (“Delphina”). “Customer” means the entity or individual creating an account or using the Service.
By creating an account or using the Service, Customer agrees to the Acceptable Use Policy, the Data Processing Addendum, and the Documentation, each of which is part of this Agreement.
1. Service
1.1. Service Usage Rights. During the applicable subscription period, Delphina grants Customer a limited, non-exclusive right to access and use the Service for Customer’s internal business operations, subject to the terms of this Agreement, applicable plan limits, and timely payment of all fees. Access to the Service is limited to individuals authorized by Customer (“Permitted Users”). Each Permitted User must maintain separate login credentials and individual accounts may not be shared between users. Customer is responsible for all activity occurring under its accounts, including actions taken by Permitted Users, and for maintaining appropriate administrative controls, permissions, and account security.
1.2. Service Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”), except to the extent applicable law prohibits this restriction or as permitted under Delphina’s vulnerability disclosure program for good-faith security research; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Delphina or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices or labels; use the Service or any Outputs generated through the Service to develop, train, or improve a competing artificial intelligence or software offering; use the Service for benchmarking, competitive analysis, or monitoring the availability or performance of the Service; use automated means to scrape or extract data from the Service except through authorized integrations or APIs; or use the Service in violation of applicable law, the Acceptable Use Policy, or this Agreement. Delphina may terminate or suspend access to the Service if it reasonably believes Customer or any Permitted User has violated this Section or the Acceptable Use Policy.
1.3. Service Support. Delphina will provide support for the Service in accordance with the Support Terms set forth in Exhibit A.
1.4. Customer Systems and Third-Party Services. Customer is responsible for any systems, applications, integrations, or Third-Party Services used in connection with the Service. Delphina makes no warranties regarding Third-Party Services or Customer-managed systems.
1.5. Changes to the Service. Delphina may add, remove, modify, discontinue, or update features or functionality of the Service from time to time, including underlying models, infrastructure, integrations, or third-party providers. Certain features may be unavailable or restricted in particular jurisdictions in order to comply with applicable laws or regulatory requirements. Where practicable, Delphina will make reasonable efforts to notify Customer of material changes to the Service. Changes to the Service will not constitute a breach of this Agreement so long as the Service continues to provide substantially similar core functionality.
1.6. Usage Data. Delphina may collect and analyze data relating to the access, use, provision, and performance of the Service and related systems and technologies (including metadata, telemetry, authentication information, usage statistics, and operational analytics relating to the performance and use of the Service, but excluding Customer Data itself except in aggregated or de-identified form) (“Usage Data”). Delphina may (during and after the term of this Agreement) (i) use Usage Data to improve and enhance the Services and for other development, diagnostic, security, and corrective purposes in connection with the Services and other Delphina offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Delphina will not re-identify Usage Data in a manner that identifies Customer or any Permitted User, and will not use Usage Data for third-party advertising or sell Usage Data to data brokers.
1.7. Service Improvement. Delphina may use prompts, Inputs, Outputs, and related interaction data generated through Customer’s use of the AI Services to improve, maintain, and develop the Service and related AI functionality, provided that such use is limited to internal product improvement purposes and does not include disclosure of Customer Data to other customers or third parties except as necessary to provide the Service. Customer may opt out of such use by written notice, and Delphina will cease such use prospectively within a commercially reasonable period. Opting out may limit certain features or the optimization of the Service. Such use does not grant Delphina access to Customer systems or Customer Data beyond the content submitted to or generated by the AI Services.
1.8. AI Services. The Service may include artificial intelligence or machine learning capabilities, including features powered by third-party model providers or automated systems (“AI Services”). Use of certain AI Services may require Delphina to transmit Customer Data, prompts, Inputs, or related content to third-party providers for processing and response generation. Customer authorizes Delphina to share such information as necessary to provide the AI Services. A current list of AI Services providers is available at https://docs.delphina.ai/legal/sub-processors. Delphina will use commercially reasonable efforts to require third-party AI providers to maintain the confidentiality of Customer Data processed in connection with the AI Services. Third-party AI providers are independent from Delphina, and Delphina is not responsible for interruptions, inaccuracies, or performance issues attributable to those providers.
1.9. Customer Responsibilities.
(a) Customer is responsible for reviewing and evaluating all Outputs before relying on them. Delphina does not guarantee the accuracy, completeness, or suitability of AI-generated content.
(b) The AI Services are not a substitute for professional judgment. Customer may not use the AI Services where use or failure could lead to death, personal injury, or environmental damage, or to make consequential decisions about individuals without appropriate human oversight as required by applicable law.
(c) Customer is responsible for configuring and managing its integrations, permissions, workflows, and use of Third-Party Services in connection with the Service. Any actions initiated through Customer-authorized automations, APIs, or integrations will be treated as actions taken by Customer. Delphina is not responsible for interruptions, limitations, or changes in functionality caused by third-party providers or integrations.
(d) Customer is solely responsible for ensuring that its use of agents through the Service complies with the terms, policies, and technical requirements of any Third-Party Service or platform accessed by or on behalf of Customer. Customer acknowledges that any Third-Party Service or platform may at any time restrict, suspend, or prohibit the use of agents, and that such restrictions may result in loss of functionality and Delphina will have no obligation to modify the Service to accommodate such changes.
1.10. Third-Party Services. The Service integrates with Third-Party Services. Customer is responsible for enabling and configuring each integration. Delphina may share or receive Customer Data through these integrations to provide the Service. Third-Party Services are not under Delphina’s control, and Customer’s use of them is governed by Customer’s agreement with the applicable provider.
1.11. Beta Services. Delphina may make available products, features, or functionality not yet generally available, whether labeled as beta, alpha, pilot, preview, experimental, or similar (“Beta Services”). Beta Services are provided “as is,” are not intended for production use, and may be modified, discontinued, or never made generally available. Beta Services are excluded from the warranty in Section 4.1 and any service level commitments, as may be applicable. Delphina has no liability arising from Customer’s use of a Beta Service. Notwithstanding the foregoing, Delphina’s obligations regarding data security, confidentiality, and Customer Data protection under this Agreement continue to apply to Beta Services.
2. Ownership
2.1. Ownership of Intellectual Property. As between the parties, Customer retains all rights, title, and interest in and to Customer Data, including Inputs submitted by Customer and Outputs generated for Customer through the Service. Except for the limited rights expressly granted under this Agreement, Delphina does not acquire ownership of Customer Data. Customer’s rights in Outputs do not include ownership of the Service itself or any underlying software, models, algorithms, workflows, prompts, templates, or related technology used to generate such Outputs. Delphina does not guarantee that any Output is eligible for copyright or other intellectual property protection under applicable law. Customer may not remove, alter, or obscure any proprietary notices contained in the Service. Delphina and its licensors retain all rights, title, and interest in and to the Service, Software, Documentation, and all related technology, improvements, enhancements, derivative works, and intellectual property rights therein. Except for the rights expressly granted in this Agreement, no license or right is granted to either party by the other party by implication or otherwise.
2.2. Feedback. Customer may voluntarily provide Delphina with suggestions, feature requests, or other feedback concerning the Service (“Feedback”). Delphina may use Feedback to maintain, improve, and enhance Delphina’s products and services without restriction or payment to Customer. Delphina will not identify Customer as the source of any Feedback. Feedback will not include Customer Data.
2.3. License to Customer Data. Customer grants Delphina a nonexclusive, worldwide, transferable, sublicensable, royalty-free license to process, display, copy, store, modify, transmit, and otherwise access and use Customer Data solely to provide the Service to Customer and its Permitted Users and for such other purposes as described in this Agreement.
3. Fees
3.1. Fees. Customer will pay Delphina the then applicable fees described on the Pricing page (the “Fees”). If Customer’s use of the Services exceeds the Service capacity for the relevant Fee tier, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Delphina reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term (as defined below) or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Except as otherwise stated herein, all Fees are in U.S. Dollars and are non-refundable, except as required by law.
3.2. Taxes. Customer is responsible for all sales, use, GST, value-added, withholding, or similar taxes or levies, other than Delphina’s income tax (“Taxes”). Fees are exclusive of Taxes. If Customer is required to deduct or withhold Taxes, Customer will pay additional amounts so that Delphina receives the full amount it would have received without the deduction.
3.3. Authorization. Customer authorizes Delphina to charge the payment method associated with Customer’s account for all applicable fees, Taxes, and other amounts owed under this Agreement, including recurring subscription charges and usage-based fees. Delphina may seek pre-authorization of payment methods to verify validity and available funds.
3.4. Subscription Terms. The Service includes subscription-based plans with automatically recurring payments (“Subscription Service”). A Subscription Service begins on the date Customer first purchases or activates a subscription (“Subscription Billing Date”) and continues for the selected subscription period (“Initial Subscription Term”). Subscriptions automatically renew for successive periods of the same duration as the Initial Subscription Term (the Initial Subscription Term and any renewal period thereafter, are each a “Subscription Term”) unless Customer cancels or Delphina terminates. Customer’s account will be charged the applicable Subscription Fee automatically on each Subscription Billing Date and each renewal date thereafter. Customer must cancel before the renewal date to avoid being charged for the next Subscription Term. Customer may cancel via the Service or at support@delphina.ai.
3.5. Delinquent Accounts. Delphina may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. Undisputed fees not paid when due bear interest at 1.5% per month (or the maximum rate permitted by law, if lower). If Customer disputes fees in good faith, Customer must pay the undisputed amount and the parties will work to resolve the dispute. In addition to the amount due for the Service and the foregoing interest, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If Customer’s payment method is no longer valid at the time a renewal Fee is due, then Delphina reserves the right to delete Customer’s account and any information or Customer Data associated with Customer’s account, by providing a 15-day notice to Customer, without any liability to Customer.
3.6. Usage Pricing. Certain features of the Service may be subject to usage limits, quotas, consumption-based pricing or other usage-based pricing or fees as specified in the Subscription Service. Delphina may modify such limits or pricing upon reasonable prior notice to Customer, and any such changes will apply only prospectively from the effective date specified in the notice. Delphina will invoice Customer any such usage-based Fees monthly in arrears. If Customer exceeds the usage limits or quantities included in its Subscription Service, Delphina may notify Customer of the overage and charge Customer for additional usage at Delphina’s then-current rates, prorated as applicable for the remainder of the then-current Subscription Term.
3.7. Payment Processors. Customer may pay for the Service through a third-party payment processor (“Payment Processor”). Customer’s payment obligations and relationship with any Payment Processor are governed by Customer’s agreement with them. Delphina may disclose information about Customer or this Agreement to such Payment Processor.
3.8. Free Trials. Delphina may offer a trial of the Service (“Trial”). Trials are limited to the features and duration communicated by Delphina and may be used only for evaluating the Service. Upon expiration, access ceases unless Customer purchases a Subscription Service. Trials do not auto-renew.
4. Warranty and Liability
4.1. Limited Warranty. Delphina warrants that the Service will conform in all material respects to the Documentation during the Subscription Term. This warranty does not apply to the extent a nonconformity results from (a) modification of the Service by or on behalf of anyone other than Delphina, (b) use of the Service with Customer systems not recommended in the Documentation, or (c) use of the Service not in conformance with the Documentation. This warranty does not apply to Trials or Beta Services and does not extend to the accuracy or completeness of Documentation.
4.2. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
4.3. Remedy. If the Service does not conform to the warranty in Section 4.1, Delphina will, as its sole obligation and Customer’s sole remedy, at Delphina’s election: (i) use commercially reasonable efforts to correct the nonconformity, provided it can be recreated by Delphina; (ii) replace the nonconforming Service; or (iii) if neither is commercially feasible, terminate the Subscription Service for the affected Service and refund Customer the prepaid and unused fees corresponding to the remaining period. Customer must notify Delphina in writing within ten (10) days of identifying a nonconformity, with a specific description, and Delphina will verify it before proceeding.
4.4. DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 4.1, THE DELPHINA PROPERTIES, AI SERVICES, AND ANY CODE, APPLICATIONS, OR OTHER CONTENT GENERATED BY THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DELPHINA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. DELPHINA DOES NOT GUARANTEE THAT THE SERVICE OR AI SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER’S REQUIREMENTS. AI SERVICES MAY PRODUCE INACCURATE OUTPUTS, INCLUDING HALLUCINATIONS. DELPHINA MAKES NO WARRANTIES REGARDING THE ACCURACY OF ANY OUTPUT. CUSTOMER IS RESPONSIBLE FOR VERIFYING ALL OUTPUTS BEFORE USE. CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF AND RELIANCE ON THE DELPHINA PROPERTIES, AI SERVICES, THIRD-PARTY SERVICES, AND ALL OUTPUTS. DELPHINA HAS NO LIABILITY FOR ANY LOSS CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF CUSTOMER DATA.
4.5. CUSTOMER COMPLIANCE REPRESENTATIONS. Customer represents and warrants that: (a) Customer is not a “Covered Person” as defined under Executive Order 14117 or its implementing regulations (including 28 C.F.R. Part 202); (b) Customer will not use the Service to transfer or make available bulk sensitive personal data or government-related data (as defined in such regulations) to any country of concern or Covered Person; and (c) Customer will comply with all applicable laws governing the export, transfer, and handling of data through the Service.
4.6. LIABILITY.
(a) NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF REVENUES OR PROFITS, LOSS OF DATA, OR COST OF COVER, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, BREACH OF SECTION 1.2 (SERVICE RESTRICTIONS), INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 7.3 (RESTRICTED AND AT-RISK DATA) OR EACH PARTY’S LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, INCLUDING CLAIMS ARISING OUT OF DATA BREACHES OR UNDER THE DPA OR THE BAA (AS APPLICABLE), WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY.
(c) THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
5. Indemnity
Customer will defend Delphina against any third-party claim arising out of (i) Customer’s violation of this Agreement or applicable law, (ii) Customer Data infringing or violating third-party rights, (iii) Customer’s configuration or use of the AI Services, including automated agents, integrations, and workflows, (iv) Customer’s submission of data through the Service, including Restricted Data or At-Risk Data, or (v) any Customer system, and will indemnify and hold Delphina harmless from damages, losses, and expenses (including reasonable attorneys’ fees) awarded or incurred. Delphina must promptly notify Customer, give Customer control of the defense and settlement, and provide reasonable assistance.
6.1. Confidential Information. Any information furnished to one party (“Recipient”) by the other party (“Discloser”) that (i) is marked at the time of disclosure as being “Confidential” or words of similar import or (ii) is identified orally as being confidential or proprietary, or (iii) is of such a nature or the circumstances of the disclosure are such that a reasonable person would understand that the information should be treated as confidential is deemed “Confidential Information.” The Delphina Properties are deemed Delphina’s Confidential Information regardless of whether so marked. Customer Data is deemed Customer’s Confidential Information. Confidential Information will not include information that Recipient can demonstrate by contemporaneous records (a) was rightfully known by Recipient prior to the date it was disclosed by Discloser, (b) is lawfully disclosed to Recipient without obligation of confidentiality by a third party, (c) becomes generally known to the public through no act or omission on the part of Recipient, or (d) is independently developed by Recipient without reference to or reliance upon any Confidential Information of Discloser.
6.2. Use Restriction and Disclosure. The Recipient will (i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and (ii) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) the Recipient uses to protect its own Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (a) to the Recipient’s directors, officers, or legal or business advisors to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, and to investors and acquirers in connection with due diligence, provided that such persons are legally bound to maintain such information as confidential as required by this section, or (b) if required to be disclosed by the Recipient pursuant to a judicial or governmental statute, rule, or order, provided that the Recipient gives sufficient written notice (to the extent permissible) prior to any disclosure to seek a protective order or injunction or other opportunity to limit disclosure, and the Recipient will disclose only such Confidential Information as is required to be disclosed.
7. Protection of Customer Data
7.1. Data Protection.
7.1.1. Security Measures. Delphina will use commercially reasonable efforts to implement and maintain physical, technical, and administrative security measures designed to protect the Customer Data stored with Delphina. For further information, see Delphina’s security program available at https://delphina.ai/security/.
7.1.2. Personal Data. Each party warrants that it will use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws (“Personal Data”). Customer agrees to the terms of the Delphina Data Processing Addendum (“DPA”), which is hereby incorporated by reference into this Agreement and is subject to its terms.
7.1.3. HIPAA Data. If Customer is located in the United States, Customer agrees not to upload to the Service any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) data unless Customer has entered into a Business Associate Agreement (“BAA”) with Delphina first. Unless a BAA is in place, Delphina will have no liability under this Agreement for HIPAA data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules, or regulations. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.
7.2. Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Permitted Users to operate and utilize the Service is dependent upon Customer providing or making available for access by the Service (and Third-Party Services) all required Customer Data via Customer system(s). As between Customer and Delphina, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access to Customer system(s), as may be necessary or helpful to facilitate the Service’s access to the Customer Data. Customer acknowledges and agrees that Delphina will not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Service arising from (i) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Service to Customer Data or other necessary Customer content, materials, data, or information, or (ii) any error or deficiency in the Customer Data. As between Customer and Delphina, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that Customer Data does not: (a) infringe, misappropriate, or violate the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violate any applicable law, or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
7.3. Restricted and At-Risk Data.
(a) Restricted Data. The Service is not built with the security controls necessary for data subject to heightened regulatory or industry-specific requirements (“Restricted Data”), including payment card data governed by PCI-DSS and nonpublic personal information under the Gramm-Leach-Bliley Act, except as separately addressed for PHI in Section 7.1.3. Delphina makes no representations regarding the suitability of the Service for processing Restricted Data. Customer may not submit Restricted Data to the Service unless Customer has executed additional service terms with Delphina covering the applicable compliance environment. Delphina may make such compliance environments available from time to time, as described at https://delphina.ai/security/.
(b) At-Risk Data. The Service does not include specialized safeguards for biometric identifiers, precise geolocation data, data relating to individuals under 18, genetic data, or health-related data not covered by a BAA (“At-Risk Data”). Customer accepts all risk associated with submitting At-Risk Data to the Service. Delphina’s obligations with respect to At-Risk Data are limited to those set forth in Section 7.1.
(c) Customer Configuration. Customer is solely responsible for configuring and using the Services in compliance with Customer’s legal and regulatory obligations. Delphina is not liable for any data exposure, non-compliance, or security incident resulting from Customer’s configuration choices.
7.4. External Storage of Customer Data. The Service does not include data backup, archival, or retention services. Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data. Delphina does not make any representations, warranties, or guarantees that any Customer Data or other of Customer’s information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. Other than Data Breaches, Delphina has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of any Customer Data through or in connection with Customer’s use of the Service.
8. Term and Termination
8.1. Term. This Agreement will remain in effect for as long as Customer maintains an active account or paid Subscription Service, unless terminated earlier pursuant to this Section 8.
8.2. Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice specifying the breach. Delphina may alternatively suspend the Service if Customer violates the Service Restrictions (Section 1.2) or if any undisputed amount is past due for more than thirty (30) days.
8.3. Termination by Delphina. Delphina may terminate this Agreement or cancel Customer’s account at any time for any reason, including inactivity of one hundred eighty (180) days or more. If Delphina cancels Customer’s Subscription Service, Customer may not create a new account without Delphina’s consent.
8.4. Termination for Insolvency. Either party may terminate this Agreement and any Subscription Service immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.
8.5. Effect of Termination. Upon termination of the Agreement: (a) Customer’s access to and Delphina’s obligations to provide the Service and Support will cease; and (b) upon Customer’s written request made within thirty (30) days following termination or expiration, Delphina will delete Customer Data in Delphina’s possession within a commercially reasonable period, except to the extent Delphina is required to retain such data by applicable law or in standard backup systems maintained in accordance with Delphina’s retention policies, provided such retained data remains subject to this Agreement’s confidentiality obligations.
8.6. Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1.2 (Service Restrictions), 1.6 (Usage Data), 1.7 (Service Improvement), 2 (Ownership), 3.1–3.8 (Fees), 4.4 (Disclaimer), 4.6 (Liability), 5 (Indemnity), 6 (Confidential Information), 7 (Protection of Customer Data), 8.5 (Effect of Termination), 8.6 (Survival), and 9 (with exception of 9.11) (Miscellaneous).
9. Miscellaneous
9.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2. Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, whose consent will not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party’s Affiliate, or in the event of a merger, change of control, corporate reorganization, or a sale of substantially all of the assigning party’s assets that relate to this Agreement. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement will inure to the benefit of the parties’ permitted successors and assigns.
9.3. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
9.4. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Delphina in any respect whatsoever.
9.5. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
9.6. Notices. All notices and communications under this Agreement (“Notices”) will be in writing. Delphina may send Notices to Customer by email to the address associated with Customer’s account or through the Service. Customer will send all Notices to Delphina at legal@delphina.ai.
9.7. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
9.8. Injunctive Relief. Customer acknowledges and agrees that any breach of its obligations with respect to Delphina’s Confidential Information, intellectual property rights, or the Service Restrictions in Section 1.2 may cause Delphina irreparable harm that could not be adequately remedied by monetary damages alone. Accordingly, Delphina will be entitled, in addition to any other rights or remedies, to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of proving actual damages or posting a bond.
9.9. No Waiver. Neither party’s failure nor delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.
9.10. Force Majeure. Delphina will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Delphina’s reasonable control. For the avoidance of doubt, Customer’s payment obligations under this Agreement are not excused by a Force Majeure event.
9.11. Publicity. Solely for marketing and promotional purposes, Customer agrees that Delphina may identify Customer as a Delphina customer in Delphina’s promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. Customer hereby grants Delphina a license to use Customer’s name and applicable trademarks in accordance with this section. Customer may opt out anytime by emailing support@delphina.ai.
9.12. Definitions. Capitalized terms not otherwise defined will have the meaning set forth in this section.
“Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control with an entity with an ownership of more than 50% of the voting shares.
“Customer Data” means any data, code, information, or other content that is made available, by or on behalf of Customer or any Permitted User, for upload to or access, analysis, or processing by the Service. Customer Data also includes Inputs and Outputs.
“Data Breach” means an actual breach of Delphina’s security that is directly caused by a breach under Section 7.1 of this Agreement leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Delphina’s possession, custody or control. Data Breaches do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Delphina Properties” means the Service, Documentation, and Usage Data, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications, and improvements thereof, and all derivative works of any of the foregoing.
“Documentation” means Delphina’s published user documentation that describes the design, functions, operation, or use of the Service ordinarily made available to all its customers as may be updated by Delphina from time to time.
“Service” means any Service and associated APIs made available by Delphina to Customer under the Subscription Service.
“Input” means Customer Data submitted by or on behalf of Customer to the AI Services for processing.
“Output” means content generated by the AI Services in response to an Input.
“Permitted User” means a Customer employee or contractor who is authorized by Customer to use the Service on behalf of Customer.
“Personal Data” means personal data or personal information as defined under applicable data privacy laws.
“Subscription Fee” means the recurring fees applicable to Customer’s Subscription Service, as set forth at https://delphina.ai/pricing/.
“Support” means support service in connection with the Service under the respective support plan indicated in the Subscription Service, if any.
“Third-Party Service” means third-party services, technology, or applications which are not provided by Delphina, including Customer’s own hardware or systems and third-party applications which host Customer Data.
Exhibit A — Support Terms
Delphina will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by emailing support@delphina.ai.
Delphina will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
