Terms of Service

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access the Services under the rights granted pursuant to this Agreement.

"Customer Data" means all data, documents, text, and other content that Customer or Authorized Users submit to the Services.

"Documentation" means the technical documentation and usage guides made available by Delphi for the Services.

"Order Form" means the ordering document executed by Customer and Delphi that specifies the Services, fees, and subscription term.

"Subscription Term" means the period during which Customer has access to the Services as specified in the applicable Order Form.

2.1 Access. Subject to the terms of this Agreement and payment of applicable fees, Delphi grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to access the Services in accordance with this Agreement. Customer is responsible for all acts and omissions of Authorized Users and any breach of this Agreement by an Authorized User shall be deemed a breach by Customer.

2.3 Ownership. Delphi retains all right, title, and interest in and to the Services, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

2.4 Third-Party Services. The Services may integrate with or utilize third-party services and AI models. Customer acknowledges that use of such third-party services is subject to additional terms and conditions.

3.1 Ownership. Customer retains all right, title, and interest in and to Customer Data. Delphi acquires no ownership rights in Customer Data.

3.2 License. Customer grants Delphi a limited, non-exclusive license to process Customer Data solely as necessary to provide the Services in accordance with this Agreement.

3.3 No Training. Delphi will not use Customer Data to train, improve, or develop machine learning or artificial intelligence models, except as expressly authorized in writing by Customer.

3.4 Data Residency. Where specified in an Order Form, Delphi will store and process Customer Data within the geographic region designated by Customer.

3.5 Security. Delphi will maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, disclosure, or destruction.

4.1 Restrictions. Customer shall not: (a) sublicense, sell, resell, or otherwise make the Services available to third parties; (b) modify, reverse engineer, or create derivative works of the Services; (c) access the Services to build a competitive product or service; (d) use the Services in violation of applicable law; or (e) exceed any usage limits specified in the Order Form.

4.2 Customer Responsibilities. Customer is responsible for: (a) maintaining the confidentiality of access credentials; (b) ensuring Authorized Users comply with this Agreement; (c) the accuracy and legality of Customer Data; and (d) obtaining any consents required to submit Customer Data to the Services.

4.3 Acceptable Use. Customer shall not use the Services to: (a) transmit malicious code; (b) interfere with the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services; or (d) process data in violation of applicable data protection laws.

5.1 Fees. Customer shall pay all fees specified in the applicable Order Form. All fees are quoted and payable in the currency specified in the Order Form.

5.2 Payment Terms. Unless otherwise specified in the Order Form, fees are due within thirty (30) days of the invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes. Fees are exclusive of all taxes. Customer is responsible for all applicable taxes, excluding taxes based on Delphi's net income.

5.4 Non-Cancellable. Except as expressly set forth in this Agreement, fees are non-refundable and payment obligations are non-cancellable.

6.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Customer Data is Customer's Confidential Information.

6.2 Obligations. Each party shall: (a) protect Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) use Confidential Information only to exercise rights and perform obligations under this Agreement.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of Confidential Information.

7.1 Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.

7.2 Renewal. Unless otherwise specified in an Order Form, Subscription Terms will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.3 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.

7.4 Effect of Termination. Upon termination: (a) Customer's access to the Services will cease; (b) Customer shall pay all unpaid fees through the end of the Subscription Term; and (c) each party shall return or destroy the other party's Confidential Information. Delphi will make Customer Data available for export for thirty (30) days following termination.

7.5 Survival. Sections 1, 3.1, 5, 6, 8, 9, 10, and 11 shall survive termination of this Agreement.

8.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in its performance under this Agreement.

8.2 Delphi Warranty. Delphi warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. Customer's sole remedy for breach of this warranty is re-performance of the non-conforming Services or, if Delphi is unable to remedy the non-conformance within thirty (30) days, a pro-rata refund of prepaid fees for the non-conforming period.

8.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND DELPHI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DELPHI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES THAT MAY PRODUCE INACCURATE OR INCOMPLETE OUTPUTS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE INTENDED TO ASSIST, NOT REPLACE, HUMAN DECISION-MAKING.

9.1 Delphi Indemnification. Delphi shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services infringe any intellectual property right, and shall pay any resulting damages or settlement amounts.

9.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Delphi from and against any third-party claims arising from: (a) Customer Data; (b) Customer's breach of this Agreement; or (c) Customer's violation of applicable law.

9.3 Procedure. The indemnifying party's obligations are conditioned on: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from the indemnified party.

10.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

10.2 LIABILITY CAP. EXCEPT FOR BREACHES OF SECTION 6 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of laws principles.

11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its rules. The place of arbitration shall be Dubai, UAE. Judgment on the award may be entered in any court of competent jurisdiction.

11.3 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.4 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.

11.5 Notices. All notices shall be in writing and sent to the addresses specified in the Order Form or such other address as a party may designate in writing.

11.6 Amendments. This Agreement may only be amended by a written instrument signed by both parties.

11.7 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

11.8 Entire Agreement. This Agreement, together with all Order Forms and the Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.