Terms of Service

1. Agreement and eligibility

These Terms of Service (the “Terms”) are an agreement between you and D-DAO Technology Inc., a California corporation (“D-DAO,” “we,” “us,” or “our”). They govern your access to and use of our websites, cloud services, AI infrastructure, software, documentation, and related offerings (collectively, the “Services”).

You must be at least 18 years old and legally capable of entering into this agreement. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

2. Orders and agreement priority

Specific Services may be described in an Order Form, checkout page, Service Level Agreement (“SLA”), Data Processing Addendum (“DPA”), Master Services Agreement (“MSA”), or other signed document. If documents conflict, the following order controls: (1) an MSA; (2) an Order Form or SLA; (3) a DPA for data-processing matters; (4) these Terms; (5) the Acceptable Use Policy; and (6) other website content.

3. Accounts and security

You must provide accurate registration and billing information, protect account credentials, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account except to the extent caused by D-DAO’s breach of its obligations.

4. Fees, usage, and taxes

Prices, subscription periods, resource allocations, and usage rates are those shown at checkout or in the applicable Order Form. Fixed fees may be charged in advance, while usage and overage fees may be charged in arrears. D-DAO’s metering records control unless you demonstrate a clear error.

You must dispute a charge within 30 days after the applicable invoice or charge date. Prices exclude sales, use, value-added, goods and services, and similar transaction taxes unless expressly stated otherwise. You are responsible for such taxes, other than taxes based on D-DAO’s net income.

We may change prices for future billing periods with advance notice. Late payment may result in suspension and legally permitted interest or collection costs. A payment reversal or chargeback does not eliminate amounts properly owed.

5. Cancellation and refunds

You may cancel a subscription at any time. Unless an Order Form states otherwise, cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable, and accrued usage, overage, and other outstanding charges remain due, except where applicable law requires otherwise. Additional details appear in our Refund and Cancellation Policy.

6. Acceptable use

You must comply with our Acceptable Use Policy and all applicable laws. You are responsible for your data, models, prompts, workloads, users, and outputs, and for obtaining all permissions required to use them with the Services.

7. Customer Content and AI output

You retain your rights in data, prompts, models, code, and other content you submit to the Services (“Customer Content”). You grant D-DAO a limited license to host, copy, process, transmit, and otherwise use Customer Content only as necessary to provide, maintain, secure, and support the Services and as otherwise instructed by you.

D-DAO will not use Customer Content to train shared models without your explicit written consent. We may use aggregated and de-identified operational and performance data to operate and improve the Services, provided it does not identify you or disclose your confidential information.

As between you and D-DAO, and to the extent permitted by law, you retain rights in output generated for you. Output may not be unique, may be inaccurate, and may be subject to third-party rights or terms. You are responsible for reviewing output before relying on or distributing it.

8. D-DAO technology and feedback

D-DAO and its licensors retain all rights in the Services, website, software, documentation, designs, brands, and underlying technology. Except for the limited right to use the Services under these Terms, no rights are transferred to you.

If you voluntarily provide product feedback, you grant D-DAO a perpetual, worldwide, royalty-free right to use it without restriction, provided we do not publicly disclose your confidential information through that use.

9. Third-party services

The Services may interoperate with third-party models, software, data, networks, or services. Those offerings may be governed by separate terms. D-DAO is not responsible for third-party offerings outside its control.

10. Availability and changes

Unless a signed Order Form or SLA states otherwise, the Services are provided without a guaranteed availability level. We may maintain, modify, discontinue, or replace features and may perform scheduled or emergency maintenance. We will provide reasonable notice of material changes when practicable.

11. Suspension and termination

We may suspend access for nonpayment, material breach, unlawful use, security risk, sanctions or export-control concerns, or to protect the Services or others. For a non-urgent remediable breach, we generally will provide notice and a reasonable opportunity to cure. We may act immediately in an emergency, for fraud, or for clearly unlawful conduct.

We may terminate generally available Services with at least 30 days’ notice, or terminate for material breach after any applicable cure period. After termination, you will ordinarily have 30 days to export Customer Content, subject to technical availability, payment obligations, legal holds, security requirements, and any signed agreement. We may then delete or de-identify content according to our retention and backup cycles.

12. Export controls and sanctions

You must comply with applicable United States and other export-control, sanctions, and trade laws. You may not access or use the Services from comprehensively sanctioned or embargoed locations, on behalf of restricted parties, or for prohibited end uses. You are responsible for required authorizations involving controlled technology, models, end users, or end uses.

We may request identity, ownership, location, and end-use information and may refuse, suspend, or terminate Services if required compliance checks cannot be completed.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” D-DAO DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

AI OUTPUT MAY BE INACCURATE OR INCOMPLETE. YOU MUST APPLY APPROPRIATE HUMAN REVIEW AND MAY NOT RELY ON OUTPUT AS THE SOLE BASIS FOR HIGH-RISK DECISIONS AFFECTING LIFE, SAFETY, LEGAL RIGHTS, EMPLOYMENT, CREDIT, HEALTHCARE, OR CRITICAL INFRASTRUCTURE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, D-DAO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

D-DAO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO D-DAO FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF YOU HAVE NOT PAID D-DAO FOR SERVICES, THE CAP IS US$100. THESE LIMITATIONS DO NOT APPLY WHERE APPLICABLE LAW PROHIBITS THEM.

15. Indemnification

You will defend, indemnify, and hold harmless D-DAO and its affiliates, officers, directors, employees, and agents from third-party claims, losses, liabilities, and reasonable costs arising from Customer Content, your unlawful or prohibited use of the Services, your infringement of third-party rights, or your material breach of these Terms or the Acceptable Use Policy.

We will provide prompt notice and reasonable cooperation. You may control the defense, but may not settle a claim in a way that requires D-DAO to admit liability, pay money, or accept continuing obligations without our written consent. Any D-DAO intellectual-property indemnity must be stated in a signed MSA or Order Form.

16. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California.

17. Changes and notices

We may update these Terms and will post the effective date above. We will provide at least 30 days’ advance notice of material changes affecting existing paid customers, except where a shorter period is required for law, security, or an emergency. Where re-acceptance is legally or contractually required, we will request it. Otherwise, continued use after the effective date constitutes acceptance.

Notices may be delivered through the Services, by email to the address associated with your account, or by a prominent website notice. You are responsible for maintaining a current email address.

18. General terms

You may not assign these Terms without our written consent. D-DAO may assign them in connection with a reorganization, merger, financing, or sale of all or substantially all of the relevant business or assets. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver.

19. Contact

Legal questions and notices may be sent to legal@d-dao.ai. D-DAO Technology Inc. is a California corporation located in California, United States.