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Terms of Use

DAITA AI Inc. · Last updated

1. Introduction

  1. These terms of use (“Terms”) set out the terms and conditions governing how User(s) (collectively referred to as “you” or “your” or “yourself”) may access or use the website (https://daitalabs.com/), our Platform, and/or our Services (collectively referred to as the “Services”), which are owned, operated, licensed and controlled by DAITA AI Inc., and its Affiliate(s) (“we”, “us”, “our” or “DAITA”). You and DAITA are collectively referred to as the “Parties”, and individually as a “Party”, subject to the clarification below in Section 1(c).
  2. These Terms are an electronic record, generated by a computer system, and do not require any physical, electronic, or digital signatures.
  3. If you are accessing the Services under a subscription procured by your employer or another entity (“Client”), your access and use are also subject to the terms and conditions of the principal agreement between DAITA and such Client (the “Agreement”), and for such purposes, the term “Parties” shall be deemed to include the Client, but only to the extent necessary to give effect to the Agreement and enforce your obligations under these Terms. In the event of any inconsistency between the Terms and this Agreement, the Agreement shall prevail. The restrictions, acceptable use requirements, and confidentiality obligations set out in these Terms shall continue to apply to you individually, save to the extent the Agreement expressly provides otherwise.
  4. Please read the Terms and our Privacy Policy carefully before accessing or using the Services. By accessing or using the Services you accept these Terms and the Privacy Policy and agree to be legally bound by the same.
  5. DAITA may modify or amend these Terms and the Privacy Policy, from time to time, and such amendments shall become effective and binding from the date of their publication. DAITA will put reasonable efforts to provide prior notice where a modification or amendment materially impacts you, or the Client, as applicable. You can determine when these Terms were last modified by referring to the “Last Updated on” legend above. It shall be your responsibility to check these Terms and the Privacy Policy periodically for changes. Your acceptance of the amended Terms, or continued access or usage of the Services after such amendment shall signify your consent to such changes and agreement to be legally bound by the same.

2. Definitions

  1. “Affiliate” means, in relation to a Party, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, that Person;
  2. “Control” means the direct or indirect power to direct the management or policies of a Person, whether through the ownership of voting rights, by contract or otherwise, and “Controls” and “Controlled” shall be construed accordingly;
  3. Grievance Redressal Officer: means the officer appointed by DAITA for addressing the grievance raised.
  4. Intellectual Property Rights: means rights relating to copyrights, trademarks, service marks, trade dress, logos, domain names, design rights, database rights, patents, together with any translation, adaptation and combination of such rights, and including any associated goodwill and all other intellectual property rights of any kind, whether or not registered (anywhere in the world).
  5. Output: means any content, recommendation, analysis, draft or other material generated by the Services.
  6. “Person” means an individual or an entity, including an LLC, incorporation, company, limited liability partnership, partnership, association, trust, governmental body or any other body with legal personality separate from its members;
  7. Services: means the website, Platform, and the Services provided by DAITA.
  8. Users: means anyone who access or uses the Services.

3. Eligibility

Use of the Services is permitted only by businesses and professionals with the legal capacity to enter into binding agreements. By accessing or using the Services, you affirm that you are authorized and are competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You further represent and warrant that you are not located in a country or have presence in a country that is subject to United States/Financial Action Task Force embargo, or that has been designated by the United States as a “terrorist-supporting” country, and that you are not listed on any United States list of prohibited or restricted entities.

4. Accounts and Registration

  1. You may be required to register with DAITA for creating an account, and provide certain information for accessing or using the account or Services, such as User email address (personal or Client-operated, as applicable), contact information or other relevant information. You agree that the information provided by you to us, is and will be accurate and up-to-date at all times.
  2. You are solely responsible for maintaining the confidentiality of any access credentials (for e.g., username and password) or any access controls provided to you by the Client. If you have any reason to believe that your account is no longer secure, you agree to inform us as soon as possible. The Services are meant for business use, and we reserve the unconditional right to suspend or terminate access or use of the Services, in case of any breach of these Terms, our Privacy Policy, the Agreement (if applicable) or applicable laws.

5. Services

  1. DAITA offers a proprietary agentic AI software platform, accessible at platform.daitalabs.com (or such other URL as DAITA may designate) (“Platform”), that sits above clients’ enterprise resource planning systems and assists them to optimize business workflows.
  2. DAITA shall provide you (a) access or use of the Services, in accordance with these Terms, our Privacy Policy and, if applicable, the Agreement(s) executed with the Client; (b) support for the Services in accordance with any service levels agreed; and (c) the subscription plan as specifically agreed between the Parties.
  3. You may be offered, either at DAITA’s sole discretion, upon your and DAITA’s mutual written agreement or as per DAITA’s Agreement with the Client, access to the Platform or specific modules thereof on a free or reduced-fee evaluation or proof-of-concept basis for a defined period.

6. Ownership

The Services and all copyrights, patents, trademarks, service marks, tradenames and all other Intellectual Property Rights are owned by DAITA and/or its licensors, and are protected by applicable laws.

7. Limited License and Restrictions

Subject to your compliance with these Terms, our Privacy Policy, and any specific terms of any Agreement(s) which may be executed by DAITA with the Client, and for the duration of the subscription term as agreed between the Parties, we hereby grant you, a revocable, non-exclusive, non-sublicensable, non-transferable license (“License”) to access and use the Services provided by DAITA, solely for your and/or the Client’s internal business purposes. No rights, title or interest in the Services will be deemed or construed to be transferred to you.

8. Acceptable Use

BY ACCESSING AND/OR USING THE SERVICES, YOU AGREE NOT TO:

  1. use the Services, or any part thereof, for any illegal purpose, or in violation of any applicable laws, including any local, state, national, or international law;
  2. copy, modify or distribute any portion of the Services;
  3. violate, or encourage others to violate, the rights of any third parties;
  4. import or collect any data or content that is unlawful, defamatory, libelous, or invasive of privacy;
  5. use the Services to engage in or promote any other harmful, offensive, inappropriate, fraudulent, deceptive, or illegal activities;
  6. sell, sublicense, rent, lease, or otherwise transfer the access granted herein to the Services, unless otherwise provided under an Agreement, including on a time-share or service bureau basis;
  7. use or apply, directly or indirectly, the Services, in any manner competitive with the business of DAITA;
  8. use the Services to violate the security or integrity of, or otherwise abuse, any application, computing device, system or network (each a “System”) of any Party or other Users, including but not limited to accessing or using any System without permission (including attempting to probe, scan, monitor, or test the vulnerability of a System), forging any headers or other parts of any message describing its origin or routing, interfering with the proper functioning of any System (including any deliberate attempt by any means to overload a System), implementing denial-of-service attacks (inundating a target with communications requests so it cannot respond effectively or at all to legitimate traffic), operating non-permissioned network services (including open proxies, mail relays or recursive domain name servers), or using any means to bypass System usage limitations;
  9. attempt to gain access to any Systems or networks that connect to the Services (except as required to access the Services and as provided hereunder);
  10. use the Services to distribute or facilitate the sending of unsolicited mass email or other messages, promotions or solicitations (e.g., “spam”), including advertising or other announcements of any kind;
  11. interfere with or disrupt the operation of the Services, including by (i) disassembling, decompiling, reverse engineering or otherwise attempting to discover the source code of the Services, or any part thereof, (ii) performing any fraudulent activity, including impersonating any person or entity, claiming false affiliations, or accessing the Service accounts of other Users without permission; or (iii) intentionally interfering with or damaging the operation of the Services or any User’s enjoyment of it, including by uploading or otherwise disseminating viruses or other malicious code;
  12. “crawl,” “scrape,” or “spider”, any page, data, or portion of or relating to the Services (through use of manual or automated means); or
  13. permit or authorize a third-party to do any of the foregoing.

9. Fees; Payment; Cancellation and refund

  1. Subscription Fees: Subject to these Terms, our Privacy Policy and the terms of Agreement executed by DAITA, you will have access to the Services on a subscription basis. Access to the Services, or certain features of the Service, may now or in the future require the payment of fees such as subscription fees (“Fees”). Fees shall be expressly agreed between DAITA and you, and Fees shall be charged by DAITA in United States Dollars, or such other method specified in the applicable Agreement. Unless otherwise provided in the Agreement between the Parties, (i) Fees shall be due in full, and payable in advance, in accordance with these Terms, when you subscribe to the Services; and (ii) we expressly reserve the right to modify the Fees payable for subscription to the Services upon 60 days’ prior written notice, for the renewal of such subscription. Such modified Fees shall become applicable upon renewal. Fees are exclusive of all sales, use, value added, goods and services and similar taxes, save as otherwise provided in the Agreement.
  2. Payment: Unless otherwise agreed in an Agreement executed by the Parties, you hereby authorize us or our authorized agents, as applicable, to charge you the applicable Fees for the subscription to the Services (and any renewal thereof). Your payment shall be due within 30 (thirty) days of our invoice date. If the terms of any Agreement executed by DAITA, provides for payment by means of electronic transaction through any credit or debit card, you agree to provide us with the details of such payment method, and hereby authorize us to charge the applicable Fees due and payable by you for the subscription to the Services, in accordance to the subscription plan agreed between the Parties. You are responsible for maintaining complete and accurate billing information (including the details of the payment method), and for notifying us in case of any changes to such information. If the payment method provided by you fails or if the Fees payable is due, (a) you agree to pay all amounts due, upon demand by us, (b) we may collect the Fees due and payable using other collection mechanisms (including charging your other payment methods which we may have on file), (c) we reserve the right to either suspend or terminate your account and/or subscription to the Services, and/or (d) you agree to pay a late fee of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.
  3. Cancellation and refund: Subject to these Terms, and Agreement executed between the Parties, we may cancel your subscription in case of any breach of these Terms, the Agreement, if applicable, in case of non-payment of Fees due and payable, breach of any applicable laws, and/or in cases where your continued access or use to the Services will affect us or our business in a materially adverse manner. Except as otherwise provided herein, all Fees are non-refundable. We may add features to the Services on a going-forward basis at any time and may charge additional Fees separately, if you elect to access or use such features.
  4. For the avoidance of doubt, where you access the Services under a subscription procured by a Client, all fees and payment terms are governed exclusively by the Agreement, and this Section 9 shall not apply to you.

10. Subscription Term; Termination; Discontinuation and modification of the Services

  1. Subscription Term: DAITA will provide access and use of the Services for a term specified under the subscription plan agreed with you, or as per the Agreement executed by the Parties. Unless otherwise agreed between you and DAITA, your subscription to the Services provided by DAITA will automatically renew for a subscription term equivalent in length to the then expiring subscription term, at the then prevailing subscription charges. If you do not wish to renew the subscription term, a notice of non-renewal should be sent to us at least 90 (ninety) days before the renewal, unless otherwise provided in the applicable Agreement.
  2. Modification of the Services: We reserve the right to make non-material modifications to the Services, at any time and without any notice, provided that such changes do not materially reduce the functionality of any Services (as agreed between the Parties). We will have no liability whatsoever on account of any such non-material change to the Services.
  3. Termination: Subject to these Terms, our Privacy Policy and the Agreement, if applicable, either Party may terminate the subscription plan, at any time, without prior notice, refund, or liability, if there is any evidence of breach of these Terms, or any applicable law. This measure is taken to maintain a safe and respectful environment for all Users.

11. Confidentiality

  1. “Confidential Information” means all non-public information disclosed by either Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential, whether verbally or in writing or, which reasonably should be construed as confidential, including: (a) proprietary information or intellectual property in and/or relating to our Services; or (b) any subscription plans; or (c) access or use of the Services; or (d) the applicable Agreement. Your Confidential Information shall include your access controls or credentials of your account for using the Services provided by us. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party at the time of disclosure without obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is received from a third party who is free to disclose it without restriction.
  2. Subject to applicable laws, these Terms, and the terms of applicable Agreement, Parties hereby agree to: (i) hold Confidential Information in strict confidence; (ii) exercise a reasonable degree of care to protect it; (iii) share it only with persons who have a need-to-know the same; (iv) not disclose, divulge or distribute any such Confidential Information to third-party; and (v) not use the Confidential Information for any purpose other than as permitted as per applicable law or these Terms.
  3. DAITA will comply with all data protection and privacy laws, regulations, and legally binding requirements of any governmental authority or regulator applicable to its Services, at all times.
  4. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party.
  5. Compelled disclosure: Confidentiality obligations shall not apply in cases where the either Party is required to disclose any Confidential Information, pursuant to any order or notice from a regulatory/statutory body or any court of law, provided, however, that the other Party has been provided with prompt intimation, with a detailed report within 48 (forty-eight) hours from such disclosure of such order or notice, wherever practicable, and assisted to the fullest extent, in order to enable the other Party to obtain a protective order.
  6. Effect of Termination on Confidential Information: Upon termination of your subscription plan, each Receiving Party will (a) destroy all Confidential Information of the Disclosing Party received by the Receiving Party without retaining a copy of any such material; (b) promptly deliver to the Disclosing Party all other Confidential Information of the Disclosing Party, together with all copies thereof, in the possession, custody or control of the Receiving Party or, alternatively, destroy all such Confidential Information; and (c) certify all such destruction in writing to the Disclosing Party, provided that the foregoing obligations will not apply to Confidential Information that the Receiving Party is required or permitted to retain under applicable law or that remains in archival, disaster recovery or backup systems pending expiry of the applicable retention cycle. In the event that Receiving Party believes that returning or destroying Confidential Information is not feasible, the Receiving Party will notify the Disclosing Party in writing of the condition that makes return or destruction infeasible. If the Disclosing Party agrees that return or destruction of the Confidential Information is infeasible, as determined in its sole discretion, the Receiving Party will extend the protection of confidentiality under this section to such Confidential Information and limit further disclosure of such Confidential Information for so long as the Receiving Party maintains such Confidential Information.

12. Data Privacy and Additional Terms

  1. Data Privacy: Please read our Privacy Policy carefully for information relating to our collection, use and disclosure of personal data. The Privacy Policy is hereby incorporated by reference into, and made a part of these Terms.
  2. Additional Terms: Your access and use of the Services is subject to any additional terms, rules, or guidelines applicable to the Services, or certain features of the Services that we may post and you may accept (the “Additional Terms”), such as end-user license agreements for any downloadable applications, subject to these Terms. All such Additional Terms shall be conveyed to you, and are hereby incorporated by reference into and made part of these Terms.

13. Indemnification; Limitation of Liability and Disclaimer of Warranties

  1. Indemnity: You agree that you are solely responsible for the use of the Services and you agree to defend, indemnify and hold harmless DAITA, and its officers, directors, employees, consultants, Affiliates, subsidiaries and agents, from any claim or demand, including reasonable attorneys’ fees, raised or made by any third-party, due to or arising out of: (a) your breach of these Terms, or the terms of the Agreement executed by the Parties, or (b) your violation of any applicable law, or (c) the rights of a third-party.
  2. Limitation of Liability: To the fullest extent permitted by applicable law, our liability for any claims or demands, arising out of or relating to the access or use of the Services, shall be limited to the Fees paid by you for the subscription to the Services, in the 12 (twelve) months preceding the event giving rise to any claim or demand.
  3. Disclaimer of Warranties: You agree that by accessing, using and subscribing to the Services, you are doing so at your own risk. The Services are provided on an “as is” and “as available” basis without any warranties of any kind, express or implied. We do not guarantee that the Services will be uninterrupted or error-free or that defects will be corrected immediately. We will make all reasonable efforts to rectify any errors or defects at the earliest possible. You waive all special, indirect and consequential damages against us. These Terms will not limit any non-waivable warranties or mandatory consumer protection rights that apply to you.
  4. Disclaimer for AI-generated Output: The Services use artificial intelligence and machine learning, including third-party large language models. Output may be inaccurate, incomplete or unsuitable for a particular purpose. You are responsible for reviewing Output before relying on it and for maintaining appropriate human oversight of any action taken by the Services on your behalf. DAITA does not warrant the accuracy, completeness or fitness for purpose of any Output.

14. Grievance Redressal Mechanism

  1. If you have any complaints, concerns, or grievances with respect to the Services made available by us, you may reach out to our Grievance Redressal Officer. Upon receipt of your complaint, we will acknowledge it promptly, and endeavor to resolve your issue in compliance with timelines prescribed under applicable law.

Grievance Redressal Officer

Name: Jérôme Schmidt

Email: privacy@daitalabs.com 

To help us process your complaint efficiently, please include the following details:

  1. The category of your grievance or complaint;
  2. Detailed description of your grievance or complaint; and
  3. Your full name and contact details (email ID, customer number or other identification details).

15. Violation of these Terms

You agree that any violation by you of these Terms will constitute an unlawful and inappropriate behavior, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to DAITA obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that we may have at law or in equity.

16. Governing Law and Jurisdiction

  1. These Terms, your access to or use of the Services, and all matters arising out of or relating thereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.
  2. In case of any disputes arising out of, or relating to these Terms, or the Services (collectively called “Dispute(s)”), the Parties will aim to resolve the dispute in good faith within 30 (thirty) days from receipt of notice of Dispute, by either you or DAITA.
  3. If the Dispute is not resolved during the abovementioned period, either Party may submit the Dispute to the competent courts at Wilmington, Delaware, which shall have exclusive jurisdiction over these Terms.
  4. Notwithstanding Section 16(c), either Party may seek interim injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain an actual or threatened breach of confidentiality or Intellectual Property Rights obligations, and expressly waive the right to arbitrate the underlying dispute.

17. General Provisions

  1. Entire Agreement: These Terms, any service level agreements (if agreed), the Privacy Policy, the Additional Terms, the applicable Agreement, and other terms incorporated in these Terms by reference, constitutes the entire and exclusive understanding between the Parties regarding the access and use of the Services.
  2. Assignment: Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign their rights and obligations hereunder, in its entirety, without consent of the other Party, to its Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  3. Force Majeure: Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of Fees) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance.
  4. Headings: Use of paragraph headers in these Terms is for convenience only and shall not have any impact on the interpretation of any provisions.
  5. Severability: If, for any reason, a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible, so as to give effect to the intent of the Parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
  6. Waiver: Any failure by DAITA to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver by us of that provision or right.
  7. Survival: All provisions of these Terms which by their very nature are intended to survive the expiry or early termination of these Terms shall survive the expiry or early termination of these Terms, including without limitation, the provisions of Section 2 (Definitions), Section 6 (Ownership), Section 8 (Acceptable Use), Section 9 (Fees; Payment; Cancellation and refund), Section 10 (Subscription Term; Termination; Discontinuation and modification of the Services), Section 11 (Confidentiality), Section 12 (Data Privacy and Additional Terms), Section 13 (Indemnification; Limitation of Liability and Disclaimer of Warranties), Section 16 (Governing Law and Jurisdiction), and Section 17 (General Provisions).
  8. Notices: All notices, writings and other communications under these Terms will be communicated to you by registered email, or by such other means as specified in the Agreement executed by the Parties. Any notice, writings and other communications under these Terms will be communicated to our legal team at legal@daitalabs.com or by post to 8, The Green, Suite B #18015, Dover, Delaware 19901, USA.