DPLYD AI LLC — Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE PRODUCTS OR SERVICES OFFERED BY DPLYD AI LLC (“DPLYD,” “we,” “us,” or “our”). BY MUTUALLY EXECUTING ONE OR MORE SERVICE ORDERS WITH DPLYD THAT REFERENCE THESE TERMS (EACH, A “SERVICE ORDER”), OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH THE APPLICABLE SERVICE DESCRIPTION AND SERVICE ORDER, THE “AGREEMENT”). YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO IT ON BEHALF OF AN ORGANIZATION OR ENTITY, “CUSTOMER” AND “YOU” REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE, YOU MAY NOT USE OR ACCESS THE SERVICES.
1. Definitions
“Appliance” means the third-party computing hardware (e.g., NVIDIA-manufactured units) that DPLYD procures and resells to Customer, onto which DPLYD Software is installed and configured.
“DPLYD Software” means the software, models, tools, configurations, and updates that DPLYD develops, licenses, installs on, or makes available in connection with the Appliance, including the Lighthouse and Sentinel components.
“Solution” means the combination of the Appliance and the DPLYD Software delivered to Customer.
“Service” means the DPLYD Software, together with the deployment, management, update, and support services specified in the applicable Service Description.
“Service Description” means the applicable use limitations, fees, term, supplemental terms, and related specifics for the Service, as set forth in or referenced by a Service Order.
“Customer Data” means any data, information, or material provided, uploaded, submitted, or processed by Customer through the Solution.
“Customer Environment” means Customer's premises, facilities, power, network, physical security, and personnel where the Appliance is deployed and operated.
2. Scope of Service and Restrictions
2.1 Access and Scope. Subject to DPLYD's receipt of applicable Fees and Customer's compliance with this Agreement, DPLYD will use commercially reasonable efforts to provide the Service as set forth in the applicable Service Description.
2.2 Deployment Model. The Solution is deployed on-premises within the Customer Environment. Customer acknowledges that the Appliance, DPLYD Software, and all Customer Data reside on the secure local side of Customer's boundary, and that Customer is solely responsible for the operation, physical security, environmental conditions, power, and network of the Customer Environment.
2.3 Restrictions. Customer will use the Service only in accordance with all applicable laws. Customer will not, and will not permit any third party to: (i) remove or alter any proprietary notices; (ii) reverse engineer, decompile, or disassemble the DPLYD Software, or attempt to discover its underlying structure, ideas, or algorithms, except to the extent expressly permitted by law; (iii) rent, resell, sublicense, or provide third-party access to the DPLYD Software except as expressly authorized; (iv) use the Service inconsistently with the applicable Service Description; or (v) tamper with, modify, or attempt to service the DPLYD Software or its security controls.
2.4 Ownership. DPLYD retains all right, title, and interest in and to the DPLYD Software, documentation, DPLYD confidential information, any improvements and derivative works thereof, and all other intellectual property created or provided by DPLYD (collectively, “DPLYD IP”). No rights are granted other than the limited license expressly stated in this Agreement. Customer may provide suggestions or feedback (“Feedback”), and hereby grants DPLYD a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use the Feedback for any purpose.
2.5 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Customer is solely responsible for Customer Data, including: (a) its accuracy, quality, and legality; (b) compliance with all applicable laws; and (c) any claims that Customer Data infringes or violates the rights of any third party. Customer authorizes DPLYD to access and use Customer Data solely as necessary to provide and support the Service. Because the Solution is deployed on-premises, Customer Data does not leave the Customer Environment except as directed or configured by Customer.
2.6 Telemetry. DPLYD may collect operational telemetry regarding the health, performance, and use of the DPLYD Software to maintain and improve the Service and monitor compliance with this Agreement. Telemetry is limited to system and diagnostic data, is held in aggregated and de-identified form, and excludes Customer Data.
3. Hardware (Appliance) — Resale, Warranty, and Support
3.1 Resale and Title. DPLYD procures the Appliance from third-party manufacturers and resells it to Customer. Title to the Appliance passes to Customer upon delivery (or as stated in the Service Order). DPLYD is a reseller and value-added integrator of the Appliance; DPLYD is not the manufacturer.
3.2 Appliance Sold “AS-IS” by DPLYD; Manufacturer Warranty Pass-Through. THE APPLIANCE HARDWARE IS PROVIDED BY DPLYD ON AN “AS-IS” BASIS. DPLYD MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE APPLIANCE HARDWARE ITSELF. DPLYD will pass through to Customer, and assign to the extent assignable, the applicable manufacturer's (OEM) warranty for the Appliance. Customer's sole remedy for any defect, failure, or non-conformance of the Appliance hardware is against the manufacturer under that OEM warranty.
3.3 Hardware Faults and RMA. For any hardware defect, component failure, or return/replacement (“RMA”), the manufacturer's warranty and RMA process govern. As a courtesy, DPLYD may assist Customer in coordinating an OEM RMA, but DPLYD is not obligated to repair or replace hardware, and Customer bears all associated shipping, logistics, downtime, and risk. DPLYD does not provide physical hardware repair or on-site hardware service.
3.4 Support Scope. DPLYD support, where specified in the Service Description, is limited to: (a) the DPLYD Software (installation, configuration, updates, and troubleshooting); (b) provisioning and lifecycle management of the Solution; and (c) basic assistance with the Appliance as it relates to running the DPLYD Software. Support excludes: physical hardware repair or replacement; on-site hardware service; and any issue arising from the Customer Environment (including power, cooling, network, connectivity, or physical security). DPLYD is not responsible for the internal components of the Appliance.
4. Compliance and Regulated Data
4.1 Designed to Support Compliance. The Solution is designed to help Customer meet obligations under frameworks such as HIPAA, FERPA, CMMC, and SOC 2 by keeping data and derived indices within the Customer Environment. References to such frameworks describe design intent and capability; they are not a representation that DPLYD, the Solution, or any deployment is certified, accredited, or compliant with any framework. Any DPLYD certifications, where they exist, are stated in writing in the Service Description.
4.2 Customer Responsibility for Compliance. Because Customer deploys and operates the Solution within its own environment and controls all Customer Data, Customer is solely responsible for its own regulatory compliance, including HIPAA, FERPA, CMMC/DFARS, and any other laws applicable to Customer Data, and for configuring, operating, and securing the Solution and Customer Environment accordingly.
4.3 Supplemental Data Agreements. Where required, the exchange of protected data is governed by separate written agreements — including a Business Associate Agreement (BAA) for HIPAA, a Data Processing Agreement (DPA), and any applicable government or contract flow-down terms. Those agreements, when executed, control over this Agreement with respect to their subject matter. The exchange of regulated personal data is not required to use the Service.
5. Fees and Taxes
5.1 Fees. Customer will pay the Fees set forth in each Service Description according to the stated billing frequency and method. Customer will provide accurate billing information. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and DPLYD may condition future renewals on different payment terms.
5.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, property, import, and similar taxes and duties (including on the resold Appliance), excluding taxes on DPLYD's net income.
6. Term and Termination
6.1 Term. This Agreement begins on the effective date and continues for the term specified in the Service Description. Unless otherwise stated, each Service Description renews automatically for successive terms unless either party gives at least thirty (30) days' written notice of non-renewal before the end of the then-current term.
6.2 Termination. Either party may terminate for the other party's material breach not cured within thirty (30) days of written notice (or immediately if the breach is not curable). DPLYD may terminate immediately upon Customer's insolvency, bankruptcy, or assignment for the benefit of creditors.
6.3 Effect of Termination. Upon termination, Customer will cease using the DPLYD Software and return or destroy DPLYD Confidential Information. Termination does not relieve Customer of Fees accrued before termination. Customer retains ownership of the Appliance hardware it has purchased; DPLYD may deactivate or require removal of the DPLYD Software and its licensed components.
6.4 Survival. Sections 2.3, 2.4, 2.6, 3.2, 4, 5, 6.3, 6.4, 7, 8, 9, and 10 survive termination.
7. Confidentiality
Each party may disclose confidential and proprietary information (“Confidential Information”). This Agreement and all pricing are DPLYD Confidential Information. The receiving party will protect Confidential Information with reasonable care, use it only for purposes of this Agreement, and not disclose it to third parties without consent. These obligations do not apply to information that is public through no breach, independently developed, rightfully received from a third party, or already lawfully known. Disclosure required by law is permitted with prompt notice and reasonable efforts to limit it.
8. Warranty and Disclaimer
8.1 Limited Software Warranty. DPLYD warrants that the DPLYD Software, when used in accordance with this Agreement and its documentation, will materially conform to that documentation during the applicable term. This warranty applies only to the DPLYD Software and integration — not to the Appliance hardware (Section 3).
8.2 Exclusive Remedy. Customer's sole and exclusive remedy for breach of Section 8.1 is DPLYD's prompt correction of the material non-conformance.
8.3 Disclaimer. DPLYD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, DPLYD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, INCLUDING WITH RESPECT TO THE APPLIANCE HARDWARE, WHICH IS RESOLD AS-IS UNDER SECTION 3. AI AND MACHINE-LEARNING OUTPUTS MAY BE INACCURATE OR INCOMPLETE; CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUTS BEFORE RELYING ON THEM.
9. Indemnification
9.1 By Customer. Customer will defend, indemnify, and hold DPLYD and its affiliates and their representatives harmless from third-party claims arising out of: (a) Customer Data; (b) Customer's breach of this Agreement or violation of law; (c) Customer's operation of the Customer Environment; or (d) Customer's failure to meet its own regulatory obligations under Section 4.
9.2 By DPLYD. DPLYD will defend Customer against third-party claims that the DPLYD Software, as provided and used in accordance with this Agreement, directly infringes a third party's intellectual property rights, and will pay resulting damages finally awarded. DPLYD has no obligation for claims arising from: (a) the Appliance hardware or any third-party or OEM components; (b) Customer Data; (c) combination of the DPLYD Software with items not provided by DPLYD; or (d) Customer's designs, specifications, or modifications.
9.3 Procedure. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense, and cooperate. No settlement imposing obligations on the indemnified party may be made without its consent.
10. Limitation of Liability
IN NO EVENT WILL DPLYD BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT SERVICE OR HARDWARE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. DPLYD'S TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE DPLYD SOFTWARE AND SERVICES (EXCLUDING APPLIANCE HARDWARE COSTS) DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. Miscellaneous
11.1 Export Control. Customer will comply with all applicable export control laws and will not export or re-export the Solution in violation of such laws.
11.2 Compliance with Laws. Customer will comply with all applicable laws in its use of the Service and with respect to Customer Data.
11.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that DPLYD may assign it in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.4 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.
11.5 Notices. Notices must be in writing and delivered personally, by certified mail (return receipt), or by recognized courier.
11.6 No Agency. No agency, partnership, joint venture, or employment relationship is created by this Agreement.
11.7 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Colorado.
11.8 Entire Agreement. This Agreement is the complete and exclusive statement of the parties' understanding and supersedes all prior agreements on its subject matter. Amendments and waivers must be in a signed writing. If any provision is held unenforceable, the remainder stays in effect. In case of conflict, this Agreement controls over the Service Description, except where a BAA, DPA, or flow-down agreement expressly governs its subject matter.
DPLYD AI LLC
Contact: info@dplyd.io
These Terms of Service are provided as a starting template and should be reviewed by qualified legal counsel before publication or execution.