Creator Terms of Use

These Creator Terms and Conditions (the “Agreement”) sets forth the terms and conditions between Creator (as defined in the paragraph below) and Delphi AI Inc., (“Delphi”) which govern Creator’s access to and use of the Services. Delphi and Creator may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Subject to the terms and conditions of this Agreement, Delphi will provide Creator with access to the Services (as defined below) through the internet. The Services are subject to modification from time to time at Delphi’s sole discretion, for any purpose deemed appropriate by Delphi. Delphi will use reasonable efforts to give Creator prior written notice of any such modification. “Services” means any services Delphi provides, including the creation of AI-driven solutions trained on Creator Content (as defined below) to communicate on the Creator’s behalf (the “Digital Mind”), which Delphi makes available for businesses and creators to create, use, and/or monetize, and all associated Delphi software, tools, developer services, and documentation, as specified in the Delphi Studio or through Creator portal (or the like).

2. Delphi will undertake commercially reasonable efforts to make the Services available. Notwithstanding the foregoing, Delphi reserves the right to suspend Creator’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Creator is in breach of this Agreement, including failure to pay any amounts due to Delphi.

3. Subject to the terms hereof, Delphi will provide reasonable support to Creator for the Services from Monday through Friday during Delphi’s normal business hours.

1. To create a Digital Mind or use any Services, Creator may provide Delphi with certain content, including but not limited to images, voice recordings, videos, movement data, personal likenesses, sensitive personal information such as religious or political views, educational or employment information, business information or financial information. All content provided by Creator into the Services are “Creator Content”. Creator represents and warrants that: (a) it owns or has all necessary rights, licenses, and permissions to provide the Creator Content to Delphi; (b) all Creator Content provided is accurate, and complete; and (c) its provision and Delphi’s use of the Creator Content as contemplated under this Agreement will not violate any applicable laws or third-party rights. A Digital Mind generated based on Creator Content only is a “Creator Digital Mind”.

2. Furthermore, to generate the Creator Digital Mind and display it on the Services, Delphi may derive “biometric information” or “biometric identifiers” from Creator Content, which shall be subject to the Biometric Consent Form. By signing this Agreement, Creator acknowledges and agrees that Creator has read the Biometric Consent Form, and that Creator voluntarily consents to Delphi’s collection, retention, use, and disclosure biometric information as set forth therein.

3. Any content, materials, or results generated by the Creator Digital Mind (“Digital Mind Output”) shall, as between Creator and Delphi and to the extent permitted by applicable law, be owned by Creator. Delphi hereby assigns to Creator all of its right, title, and interest, if any, in and to the Digital Mind Output. Creator acknowledges and agrees that it is solely responsible for (a) all uses of the Digital Mind Output and (b) evaluating the accuracy and appropriateness of the Digital Mind Output for Creator’s intended use, including implementing appropriate human review processes. For clarity, Creator retains all ownership rights in the Creator Content used to generate the Digital Mind Output.

4. Subject to the terms and conditions of this Agreement, Creator owns and controls all Creator Content and Digital Mind Output (together, “Creator Data”).

1. Creator shall permit end users (“End Users”) to access and interact with the Creator Digital Mind through Delphi’s Explore Page (https://www.delphi.ai/explore) and a direct link to the Digital Mind in such manner as Creator shall determine. Creator shall have sole discretion to decide: (a) the type of Digital Mind Output; and (b) any restrictions on Digital Mind Output. Creator shall be responsible for all activities occurring under its account, including without limitation any activities of End Users. In the event Creator becomes aware of any End User’s use of the Services that may infringe upon the rights of any third party or violate Delphi’s Terms of Use (https://www.delphi.ai/terms-of-use) or the restrictions set by Creator, Creator shall promptly notify Delphi of such use. Delphi shall have sole discretion to determine whether to suspend or terminate any End User’s access to the Creator Digital Mind upon such notification.

2. Creator will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) copy, modify, translate, or create derivative works based on the Services, except approved by Delphi in writing; (iii) use the Services for timesharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit and for the benefit of End Users; (iv) remove any product identification, proprietary, copyright or other notices from the Services; (v) use the Services or any Digital Mind Output to develop or train a language model or any other machine learning model, or related products or services (whether competitive with the Services or not), or engage in model extraction or stealing attacks; (vi) intentionally or knowingly use or otherwise cause the Services or any Digital Mind to generate or develop infringing or illegal content; (vii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws or regulations (including but not limited to any U.S. or international privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation); or (viii) permit any third party to do any of the foregoing. Creator will use reasonable efforts to prevent any unauthorized use of the Services, and will promptly notify Delphi of any unauthorized use that comes to Creator’s attention and provide all reasonable cooperation to prevent and terminate such use.

3. Creator will cooperate with Delphi in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Delphi may reasonably request.

4. Creator hereby agrees to indemnify and hold harmless Delphi against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Creator Data or Creator’s use of Services. Although Delphi has no obligation to monitor the content provided by Creator or Creator’s use of the Services, Delphi may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

5. Creator will be responsible for maintaining the security of Creator account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Creator account with or without Creator’s knowledge or consent.

6. Creator acknowledges and agrees that the Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Delphi is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Delphi does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Creator and a third party provider is solely between Creator and such third party provider and is governed by such third party’s terms and conditions.

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it [without restriction] prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it [without restriction] by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Delphi may aggregate data and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes.

3. For the avoidance of doubt, Creator Data is Creator’s Proprietary Information. Creator acknowledges that Delphi does not wish to receive any Proprietary Information from Creator that is not necessary for Delphi to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Delphi may reasonably presume that any unrelated information received from Creator is not confidential or Proprietary Information.

4. Notwithstanding anything to the contrary, (i) Delphi shall be permitted to retain Proprietary Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or Delphi’s internal compliance requirements; and (ii) Delphi shall be entitled to retain copies of any computer records and files containing any Proprietary Information which have been created pursuant to Delphi’s automatic electronic archiving and back-up procedures.

5. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

1. As between the Parties, Delphi retains all right, title and interest in and to the Services, Digital Minds, and any and all intellectual property related thereto, including the underlying infrastructures, systems, algorithms, source code, datasets, and any modifications, changes, or derivative works based on or related to any of the foregoing (“Delphi IP”), except for the limited license granted to Creator to access and use the Services hereunder. For the avoidance of doubt, Delphi IP does not include Creator Data.

2. As between the Parties, Creator retains all right, title and interest in and to the Creator Data, except that, Creator grants Delphi a nonexclusive, worldwide, royalty-free, sublicensable license to use, copy, reproduce, distribute, display, modify, commercialize and make derivative works of Creator Data for the purpose of providing the Services to Creator and perform under this Agreement.

3. If any content, including the Digital Mind Output, created through the Services is deemed a digital replica under California Assembly Bill 2602 (“CA AB 2602”), Creator hereby grants Delphi a limited, non-exclusive license to create and use such digital replica solely for the purpose of providing such content as requested by Creator and performing under this Agreement.

4. Subject to Creator’s full compliance with all terms and conditions of this Agreement, Delphi hereby grants Creator a non-exclusive, non-transferable license to access and use the Services during the Term. Delphi may in its sole discretion modify, enhance or otherwise change the Services, provided that such changes do not materially limit or adversely affect the Services provided to Creator hereunder. Any Digital Mind created based on Creator Content will be exclusively provided to Creator, and Delphi will not use or provide such Digital Mind other than to perform under this Agreement for Creator.

5. Except as expressly set forth herein, Delphi alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Creator or any third party relating to the Service and/or the Software, which are hereby assigned to Delphi. Creator will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Creator any rights of ownership in or related to the Service, or any intellectual property rights.

6. Delphi will obtain and process Creator Data only to perform its obligations under this Agreement. Creator and its licensors shall (and Creator hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Creator Content distributed through the Services and the intellectual property rights with respect to that Creator Content. If Delphi receives any notice or claim that any Creator Data, or activities hereunder with respect to any Creator Data, may infringe or violate rights of a third party (a “Claim”), Delphi may (but is not required to) suspend activity hereunder with respect to that Creator Data and Creator will indemnify Delphi from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.

1. Delphi Fees. Creator will pay Delphi the applicable fees as set forth on the Delphi’s then-current pricing schedule (available at https://www.delphi.ai/pricing) (the “Pricing Sheet”). To the extent applicable, Creator will pay Delphi for additional services, such add-on services (“Add-Ons”). The applicable fee(s) for the Services (including Digital Mind setup and Add-Ons) ordered by Creator will be presented to Creator prior to Creator’s confirmation of the purchase of the Services through the Delphi Studio. Delphi uses a third-party payment processor (the “Payment Processor”) to bill Creator through a payment account linked to the Creator’s account on the Delphi Studio (the “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to the terms of this Agreement. Creator hereby authorizes Delphi, through the Payment Processor, to charge Creator’s Billing Account for the Fees in accordance with the applicable payment terms. If Creator enables the auto-payment functionality for its Billing Account, Creator hereby agrees to accept responsibility for all recurring charges prior to cancellation. Creator may cancel such auto-reload functionality at any time through Creator’s account setting. Any payment is non-cancellable and non-refundable, unless otherwise expressly by Delphi. If Creator fails to make any payment when due, without limiting Delphi’s other rights and remedies: (i) Delphi may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Creator shall reimburse Delphi for all costs incurred by Delphi in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Delphi may suspend Creator’s access to any portion or all of the Services until such amounts are paid in full.

2. Creator Payments. In the event Creator choose to monetize the Creator Digital Mind, Creator may be eligible to receive fees (the “Creator Payments”). Creator's receipt of Creator Payments is contingent on Creator providing Delphi all information and documentation necessary and appropriate to effectuate payment (e.g., IRS Form W-9).

3. Fees under this Agreement, including both Delphi Fees and Creator Payments, are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Creator agrees to pay such taxes (excluding US taxes based on Delphi's net income) unless Creator has provided Delphi with a valid exemption certificate. In the case of any withholding requirements, Creator will pay any required withholding itself and will not reduce the amount paid to Delphi on account thereof.

1. Subject to earlier termination as provided below, this Service Agreement is for the Service Term as specified in the Delphi Studio.

2. In the event of Creator’s breach of this Agreement (including any failure to pay), Delphi may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to Creator; provided, however, that this Agreement will not terminate if Creator has cured the breach prior to the expiration of such thirty-day period.

3. Upon expiration or earlier termination of this Agreement, Creator shall immediately discontinue use of the Services, including the Creator Digital Mind subject to such termination and, without limiting Creator’s obligations under Section 4, Creator shall delete, destroy, or return all copies of such Delphi IP and certify in writing to Delphi that such Delphi IP has been deleted or destroyed. Creator may elect to have Delphi store Creator Data for a period of six (6) months following termination. If Creator does not elect such storage option, or after the expiration of such six (6) month period, Delphi shall delete all Creator Data, subject to the terms of Section 4. No expiration or termination will affect Creator’s obligation to pay all Delphi Fees that may have become due before such expiration or termination, or entitle Creator to any refund.

4. All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

Delphi represents and warrants that it will not knowingly include, in any Delphi software released to the public and provided to Creator hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Delphi fails to comply with the warranty in this Section, Creator may promptly notify Delphi in writing of any such noncompliance. Delphi will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Creator with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Creator may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

THE SERVICES AND DELPHI PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. Delphi (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

IN NO EVENT WILL DELPHI (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Delphi HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF Delphi, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO Delphi HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Notwithstanding anything else, Creator may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Creator acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Delphi are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

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. This Agreement is not assignable, transferable or sublicensable by Creator except with Delphi’s prior written consent. Delphi may transfer and assign any of its rights and obligations under this Agreement with written notice to Creator. Both parties agree that 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 that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Creator does not have any authority of any kind to bind Delphi in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Delphi will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Mateo County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. Creator agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Delphi. Delphi is permitted to disclose that Creator is one of its creators to any third-party at its sole discretion.