Terms and Conditions

Last Updated: March 2022

These Terms govern the use of the websites and online services owned and operated by Delvify APAC Limited and its subsidiaries and affiliates, (“Delvify”, “we”, “us”, or “our”), including the website http://www.delvify.ai (the “Site”), and the services provided via the Site or Delvify AI Platform (the “Services”). By using the Sites and/or Services, you confirm that you agree to become bound by these Terms and that you agree to comply with them. If you do not agree to all the Terms, you may not access the Site or use the Services.

Modifications of Terms

Amendments to these Terms can be made and effected by us from time to time without specific notice to your end. The Terms posted on the Site reflects the latest agreement and you should carefully review the same before you use our Site. Any such changes are binding on you.

Your account and password

By using our services, you warrant that you are at least 18 years old. When you register an account for our services, you will be asked to provide information about yourself. Such information should be true and accurate and you should ensure it is kept up-to-date.

If you choose to use our services and register as a user, you will be provided with a user identification code and password. You may also be required to provide further information as part of our security procedures. You must treat any such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at compliance@delvify.ai

Services and Support

Subject to the terms of this Agreement, Delvify will use commercially reasonable efforts to provide Customer the Services. All capitalized terms used but not defined herein shall have the meanings as defined in the Insertion Order.

General Definitions

“API” means any Application Programming Interface provided by Delvify used to access the Online Services.

Your usage details such as time, frequency, duration and pattern of use, features used and the amount of storage used will be recorded by us in order to enhance your experience of the Services and to help us provide you the best possible service.

“Customer Data” means any photograph, video, information, concept, application, file, text or such other material that is uploaded, or generated through use of the Services by Customer.

“CSM” means Customer Service Manager.

“Data Provider” means any individual (including a third party with whom You transact any business) who generates Customer Data that is uploaded, transmitted, dealt with or handled in any manner by use of the Services.

“Host” means any physical or virtual machine which is controlled by the Customer.

“Hosting Server(s)” means those physical or virtual servers and other hardware and software that shall be used to host the Services, Customer Data or any other information as determined by Delvify in its sole discretion whether present in Singapore or elsewhere.

“Insertion Order” means an ordering document executed by the parties that specifies any Services, Training and Support purchased by Client under this Agreement. Each Insertion Order shall incorporate this Agreement by reference.

“Use”, “Using” or “Used” means to directly or indirectly activate the processing capabilities of the Services, load, execute, access, utilize, store, employ the Services or its functionalities including in relation to the Customer Data

“Confidential Information” means any information disclosed by one Party to the other, which, (i) if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all Customer Data and the technology or proprietary information underlying the Services shall be deemed Confidential Information, and the existence of this Agreement shall be deemed Confidential Information.

“Platform” means any password protected site operated or controlled by Delvify for the purpose of delivering Services.

Grant of License

The Delvify grants Customer, for the duration of the Term, a revocable, royalty free, non-exclusive, non-transferable, global, limited license to Use the Services. Customer may only Use the Services only if Customer has internet access in order to connect to the Hosting Server(s) on which the Online Services are hosted or if provided password protected access to the Platform. The Hosting Server(s) may only be accessed by Customer through use of an API key provided to Customer by Delvify. Except for the limited license set out in this Agreement, Delvify grants Customer no other license or right in the Services.


 Proprietary Rights and Non-Exclusivity

Customer shall own all right, title and interest in and to the Customer Data. Delvify shall own and retain all right, title and interest in and to (a) the Online Services and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Delvify shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Online Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Delvify will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Online Services and for other development, diagnostic and corrective purposes in connection with the Online Services and other Delvify offerings, and (ii) disclose such data solely in aggregate or other anonymized form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Use Of Aggregated Data

Where Data can be aggregated (and anonymised), we may use this for research purposes without restriction.

For example, we may monitor customer traffic patterns, website and Services usage and related information to optimize users’ usage of the website and Services and we may give aggregated statistics to a reputable third-party.

We are entitled to do this because the resulting data will not personal identify you and will therefore no longer constitute personal data for the purposes of data protection laws.

Ownership of Customer Data and Related Terms

Customer represents and warrant that Customer owns or has sufficient rights in the Customer Data that Customer uses with the Online Services. Customer grants to Delvify a non-exclusive, limited, world-wide, fully-paid, royalty-free license to view, use, and copy the Customer Data solely to the extent necessary to support the purposes of this Agreement.

Customer represents and warrants that Customer has the necessary authorization to collect and transmit the Customer Data (including authorization from the Data Provider in relation to any personally identifiable or biometric information of such Data Provider in a manner as prescribed under applicable law) to Delvify and for its use in relation to the Online Services and/or its storage on the Hosting Servers.

Customer is solely responsible for any Customer Data uploaded or processed by Customer by Using the Online Services.

Use of the Services

You may use the Site and Services for lawful purposes only, but in no event shall you use such:

If you are not able to form legally binding contracts, are under the age of 13, or are temporarily or indefinitely suspended from using our Site, Services, or tools.

To collect information about users’ personal information, including any information defined under EU data protection laws as Personal Data.

To post false, inaccurate, misleading, defamatory, or libelous content.

In any way that violates these Terms or any applicable law or regulation or has any unlawful or fraudulent purpose or effect.

To engage in any way in unlawful, unsolicited or unauthorized advertising or promotional material or similar solicitation.

To introduce malicious programs into Delvify’s network or server (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) or attack our Site via a denial-of-service attack or a distributed denial-of service attack.

In addition, you agree:

Not to attempt to gain unauthorized access to our Services, the server on which our Services are stored or any server, computer or database connected to our Services.

Protect the confidentiality of your account and password. You must immediately notify us of any unauthorized use of them or any other breach of security.

To comply with all applicable laws, statutes and regulations concerning your use of our Services.

Not to reproduce, duplicate, copy or re-sell our Site or Services or any portion thereof in contravention of the provisions of these Terms.

Not to access without authority, interfere with, damage or disrupt any part of our Site or Services, including any equipment or network used to store or provide such.

Not to access without authority, interfere with, damage or disrupt (including attempting to probe, scan or test the vulnerability and monitoring data or traffic), or to breach the security or authentication measures of Delvify’s Site or Services (including, without limitation, any equipment or network storing such, any software used to provide such, or any equipment or network or software owned or used by any third party).

Payment of Fees

Customer will pay Delvify the then applicable fees described in the Insertion Order for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the limits as set forth on the Insertion Order or otherwise requires the payment of additional fees (per the terms of this Service Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Delvify has billed Customer incorrectly, Customer must contact Delvify no later than 30 days after receipt of the applicable invoice, in order to receive an adjustment or credit. Inquiries should be directed to Delvify’s customer support department.

Delvify reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).

Customer agrees that the Fees and any other charges, rates or levy made by Delvify are exclusive of all applicable taxes. Customer acknowledges that Customer shall be responsible for all transaction taxes levied on Customer’s Use of the Services or receipt of the Services, including without limitation any sales tax, use tax, excise tax, value added tax (VAT), goods and services tax (GST), consumption tax, business tax, service tax, product sales tax and similar taxes.

Refund Policy

Delvify’s advertising and Services are non-refundable and Delvify is not obligated to provide you a refund at any time. We may, at our absolute discretion, provide credits toward future Services or advertising.


Term and Termination

These Terms will remain in full force and effect while you use our Services. Services are non-cancelable and non-refundable. We may terminate our Service to you for any reason at any time. Even after your Service is terminated, certain sections of these Terms will remain in effect.  We reserve the right at our sole discretion to determine whether there has been a breach of these Terms through your use of our Services. When a breach of these Terms has occurred, we may take such action as we deem appropriate.

Confidentiality

You agree not to disclose information you obtain from us. All information submitted to by an end-user customer is proprietary information of Delvify and its licensees. Such End User Data is confidential and may not be disclosed. Publishers agree not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner.

Warranties and Disclaimers

Customer acknowledges that Delvify’s ability to perform the Services is dependent upon Customer’s responsibilities under this Agreement. Therefore, Delvify shall not be liable for its failure to perform any Services where such failure is related to Customer’s inability to perform under this Agreement.

Delvify shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Delvify or by third-party providers, or because of other causes beyond Delvify’s reasonable control, but Delvify shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Delvify does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

THE SERVICES AND SITE ARE PROVIDED BY DELVIFY ON AN “AS IS, AS AVAILABLE” BASIS, DELVIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SERCURITY OR FITNESS FOR A PARTICULAR PURPOSE. DELVIFY MAKES NO GUARANTEES THAT YOUR USE OF THE SITE OR SERVICES WILL INCREASE YOUR SALES OR PRODUCTS OR SERVICES. WE MAY CHANGE, RESTRICT ACCESS TO, SUSPEND OR DISCONTINUE OUR SERVICES OR SITE OR ANY PART OF IT AT ANY TIME. DELVIFY SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THE SITE OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DELVIFY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; THEREFORE THE ABOVE-REFERENCED EXCLUSIONS MAY BE INAPPLICABLE TO SOME USERS.

Indemnification

You agree to indemnify and hold Delvify (and its partners, affiliates, directors, officers and employees) harmless, from and against any claim or demand (including reasonable legal fees) arising from any violation by you of these Terms. We reserve the right, but not the obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you at our expense.

Limitation Of Liability

DELVIFY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR DELVIFY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES OR THE INFORMATION CONTAINED IN THE SITE OR THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF DELVIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.

Miscellaneous

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. Neither Party’s election not exercise or enforce any legal right or remedy which is contained in this Agreement, or any other agreement (or which a Party has the benefit of under any applicable law), shall not constitute a waiver of rights and that those rights or remedies will remain available to the Parties.

If any term or provision of this Agreement is to any extent held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law.

Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Any such attempted assignment or transfer without such prior written consent shall be null and void. Notwithstanding the forgoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sales of all or substantially all of its assets not involving a direct competitor of the other party.

This Agreement will be governed by and construed in accordance with the laws of the Singapore. Any dispute arising under this Agreement shall be finally settled on an individual basis in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Singapore, in the English language and the arbitral decision may be enforced in any court.

In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal 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; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

The obligations in certain Sections will survive any expiration or termination of this Agreement.

Contacting Us

If there are any questions regarding this our Terms, you may contact us at info@delvify.ai


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