Terms of Service

IMPORTANT NOTICE: THE FOLLOWING SERVICE TERMS AND CONDITIONS ("TERMS") INCLUDE AN ARBITRATION PROVISION THAT GOVERNS DISPUTES ARISING FROM THE USE OF THE PROJECT SITE AND SERVICES. IT IS IMPORTANT TO READ AND UNDERSTAND THESE TERMS AS THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY.

These Terms constitute a legally binding agreement between you and Beijing Yanfa Technology Co., Ltd., a company organized under the laws of the People's Republic of China with its registered address in Beijing, China (the "Company", "Dela AI", "we", "our", or "us"), governing your access to and use of the Dela AI websites, products, and services (collectively, the "Site").

These Terms apply to individuals or entities who are any of the following (collectively, "you" or "your"):

• general website visitors to the Site, mobile applications, and/or other URLs owned or operated by the Company (each a "Visitor");
• subscribers or licensees to one or more of our products or services ("Services") (each, a "Customer"); and
• users of Services, including authorized users of Customer accounts and other Service end users (each, a "User").

By accessing, using, or downloading any materials from the Site, you agree to comply with and be bound by these Terms, whether on your own behalf or on behalf of a legal entity you represent. If you do not agree to these Terms, you are not authorized to use the Site and must cease using it immediately.

1. ELIGIBILITY

1.1. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.

2. UPDATES AND COMMUNICATIONS

2.1. We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. YOU AGREE THAT THE COMPANY MAY MODIFY, DELETE, AND MAKE ADDITIONS TO THESE TERMS, ITS GUIDES, STATEMENTS, POLICIES, AND NOTICES, WITH OR WITHOUT NOTICE TO YOU, AND FOR SIMILAR TERMS, GUIDES, STATEMENTS, POLICIES, AND NOTICES APPLICABLE TO YOUR USE OF THE SERVICES BY POSTING AN UPDATED VERSION ON THE APPLICABLE WEBPAGE. IF YOU CONTINUE TO USE THE SITE OR THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any revision to the Terms.

2.2. You agree to receive all communications, correspondences, and notices that we provide in connection with our Site, including any Services, including, but not limited to, marketing and promotional messages related to us or the Services, correspondence regarding our delivery of the Services ("Communications"), via electronic means, including by in-product notifications, push notifications, or by posting them on or making them otherwise available through the Site. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree, to the extent you are a Customer, to keep your Account contact information current.

3. ACCOUNT

3.1. Registration; Username and Passwords.

You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information is and will remain accurate and complete, and that the Company has no liability whatsoever for errors and omissions in your data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.

3.2. Prohibition on Sharing.

You may not share an account or any other user rights with any other individual, unless otherwise expressly pre-approved by the Company in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) the Company's prior express written approval.

4. OWNERSHIP

4.1. Intellectual Property.

The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.

4.1.1. By using the Site, you agree to comply with all applicable copyright and intellectual property laws. Additionally, you acknowledge the presence of valuable intellectual property owned by the Company and its licensors on the Site. All current and future rights to any intellectual property or proprietary rights, including information, improvements, design contributions, derivative works, knowledge, processes, applications, and registrations related to such intellectual property, belong solely and exclusively to the Company and its licensors. Except as expressly granted in these Terms or in a separate written agreement between you and the Company, all other rights are reserved by the Company. Any unauthorized use of the Site's intellectual property is strictly prohibited.

4.1.2. All trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like associated or displayed with the Services or Software (collectively, the "Trademarks") are registered and/or unregistered Trademarks of the Company and its licensors. The Trademarks may not be used in any advertising or publicity, or otherwise to indicate the Company's sponsorship of or affiliation with any product, service, event, or organization without the Company's prior express written permission.

4.1.3. Copyright. The Company respects copyright law and expects its users to do the same. If you believe that any content or material on the Site may infringe copyrights you own, please notify us timely through the support ticket system available on the Site.

4.2. License Restrictions.

The information provided on the Site, including any software that may be available for download from the Site or third-party websites or applications ("Software"), is protected by copyright and owned by the Company, its licensors, and/or other third-party providers. Your use of the Software is subject to these Terms and any additional license or terms imposed by the respective third-party providers.

Unauthorized reproduction or distribution of the Software is strictly prohibited by law. Such unauthorized actions may result in civil and criminal penalties. Violators will be prosecuted accordingly.

5. SUBMISSIONS OF USER CONTENT

5.1. Submissions.

The Site provides you with the ability to submit, post, upload, or make available various types of content (referred to as "User Content"), such as questions, public messages, ideas, product feedback, comments, and more. Please note that User Content may be viewable by other users. By posting User Content, unless stated otherwise, you grant us a non-exclusive, royalty-free, sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display the User Content worldwide, in any form, media, or technology now known or developed in the future. Additionally, you permit other users to view, copy, access, store, or reproduce your User Content for their personal use. You also grant us the right to use your name and other submitted information in connection with the User Content. By posting User Content, you represent and warrant that: (a) you own or have the necessary rights to the User Content you post; (b) the User Content you post is truthful and accurate; and (c) posting and use of the User Content does not violate these Terms or any applicable laws.

5.2. Screening & Removal.

Regarding screening and removal of User Content, we may, at our discretion, pre-screen User Content before it appears on the Site, but we are not obligated to do so. We reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is posted on the Site. This includes the right to remove any User Content that violates these Terms or is deemed objectionable. Please note that we do not verify, adopt, ratify, or sanction User Content. Therefore, you must evaluate and assume all risks associated with your use of User Content or your reliance on its accuracy, completeness, or usefulness.

6. RESTRICTIONS ON USE OF THE SITE

6.1. By using the Site, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• 6.1.1. Is illegal, or violates any applicable law or regulation;
• 6.1.2. Advocates or discusses illegal activities with the intent to commit them;
• 6.1.3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• 6.1.4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
• 6.1.5. Interferes with the use and enjoyment of the Site by others;
• 6.1.6. Attempts to impersonate another person or entity;
• 6.1.7. Engages in commercial activities that violate these Terms, such as spamming, conducting surveys, organizing contests, participating in pyramid schemes, or disseminating other advertising materials;
• 6.1.8. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
• 6.1.9. Accesses or uses a Services account of a Customer without such Customer's permission;
• 6.1.10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
• 6.1.11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site;
• 6.1.12. Hacks into our proprietary or confidential records, the records of another user, or any other unauthorized access;
• 6.1.13. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
• 6.1.14. Modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site;
• 6.1.15. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
• 6.1.16. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information;
• 6.1.17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
• 6.1.18. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of the Company; or
• 6.1.19. Creates or maintains multiple accounts, or uses disposable, temporary, or programmatically generated email addresses or phone numbers, VPNs, proxies, virtual payment instruments, or multiple identities or payment methods, in each case for the purpose of obtaining free allowances, trial access, promotional pricing, refunds, Credits, or usage capacity beyond that made available to a single user;
• 6.1.20. Circumvents, or attempts to circumvent, any usage limit, quota, rate limit, Credit allocation, plan restriction, or other technical or contractual limitation applied to your account, including by rotating, recycling, pooling, sharing, purchasing, or reselling accounts;
• 6.1.21. Uses the Services in a manner intended to extract, mirror, distill, or resell model outputs at scale, or to train, fine-tune, or develop any competing model, product, or service; or
• 6.1.22. Attempts to do any of the foregoing.

6.2. You are prohibited from framing the Site, placing pop-up windows over its pages, or taking any action that alters the display of its pages. However, you are allowed to link to the Site, as long as you acknowledge and agree that you will not link it to any website that contains inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content, or that violates intellectual property, proprietary, privacy, or publicity rights. Failure to comply with this provision may result in the immediate termination of your access to and use of the Site, at our sole discretion.

6.3. While we are not obligated to monitor your or anyone else's access to or use of the Site for violations of these Terms, or to review or edit any content, we reserve the right to do so. This is done to operate and improve the Site, including fraud prevention, risk assessment, investigation, customer support, analytics, and advertising purposes. It also ensures your compliance with these Terms and enables us to comply with applicable laws or any court orders, consent decrees, administrative agency requirements, or other governmental body directives.

6.4. Fair Use and Service Limits.

6.4.1. Plans described as "unlimited", or that do not state a fixed numerical allowance, are provided on a fair use basis and are intended for normal, individual, good-faith use by a single human user. "Unlimited" means that we do not apply a fixed monthly purchase requirement or per-request charge for the models and features included in the plan; it does not mean unmetered, uninterrupted, or guaranteed capacity, and it does not entitle you to consume the Services at a volume, frequency, or level of concurrency that materially exceeds normal individual use.

6.4.2. The models and features included in each plan, together with any concurrency, rate, context length, file size, or other technical limits then in effect, are published in our Help Center and on our pricing pages, as updated from time to time, and are incorporated into and form part of these Terms. In the event of a conflict between those published limits and this Section 6.4, this Section 6.4 governs.

6.4.3. The full-speed allowance applicable to plans described as "unlimited" is 1,500 requests per billing period. A billing period is the subscription period for which you have paid, as shown in your account; for annual Subscriptions, each monthly allocation period counts as a billing period. Once your usage in a given billing period reaches that allowance, your access to the applicable models will continue at a reduced rate of up to 100 requests per day for the remainder of that billing period. Your full-speed allowance resets at the start of each billing period, and the reduced daily rate resets at 00:00 UTC each day. Requests that fail due to an error on our side or on the side of a model provider, and requests blocked by our safety systems, are not counted toward your allowance. We may modify these allowances and rates in accordance with Sections 6.4.4 and 6.4.5.

6.4.4. We may establish, apply, modify, increase, reduce, or remove any allowance, limit, threshold, or reduced rate described in this Section 6.4 or in our published limits at any time. We may also add, substitute, restrict, deprecate, or remove any model, model version, or feature included in any plan, including where a third-party model provider changes, restricts, reprices, or discontinues its service, or where a model is superseded by a comparable or improved alternative. Model names, versions, and availability stated in these Terms, in our Help Center, on our pricing pages, or elsewhere are indicative of the Services as offered at the time of publication and do not constitute a commitment to make any specific model or version available for the duration of your Subscription.

6.4.5. Where a change under Section 6.4.4 materially and adversely reduces the full-speed allowance or the reduced daily rate applicable to a paid plan, we will provide notice by email or in-product at least thirty (30) days before the change takes effect, and you may cancel your Subscription before the effective date in accordance with Section 13.5.6. The following changes may take effect immediately and without prior notice: (a) changes that add models or features, or that increase any allowance or limit; (b) changes to the models included in a plan where a substantially comparable model remains available on that plan; (c) changes required or caused by a third-party model provider, by applicable law, or by a governmental or regulatory authority; (d) temporary limits applied to address capacity, security, reliability, or availability incidents; and (e) limits applied to an individual account under Section 6.4.6.

6.4.6. In addition to the generally applicable limits described in this Section 6.4, and without limiting Section 9, where your usage materially exceeds normal good-faith individual use, or where we reasonably suspect a violation of these Terms including Sections 3.2, 6.1, 13.4, 13.5.3, or 13.6.7, we may at our sole discretion and with or without prior notice: (a) apply a reduced request rate, a daily usage cap, or a concurrency limit to your account; (b) restrict your access to particular models, features, or Services; (c) require identity, device, or payment verification; (d) suspend your account in whole or in part; or (e) terminate your account in accordance with Section 9. We will generally seek to apply the least restrictive measure reasonably sufficient to address the concern, but we are under no obligation to do so where the conduct appears automated, fraudulent, coordinated across accounts, or harmful to the Services or to other users.

6.4.7. The application of any limit under this Section 6.4, and any change to the models or features included in a plan under Section 6.4.4, does not constitute a failure to provide the Services, is not a defect in the Services, and does not give rise to any refund, Credit, extension of a billing term, price adjustment, or other compensation, except to the extent expressly required by applicable mandatory law. If you believe a limit has been applied to legitimate good-faith use, you may contact us at delaaisupport@futureshareai.com. We will review such requests in good faith and may, at our sole discretion, restore or increase your limits.

6.4.8. We are not obligated to monitor usage or to notify you before applying any limit under this Section 6.4. Our decision not to apply a limit in any particular instance is not a waiver of our right to do so at any time, and any limit we apply may be adjusted or removed at our discretion.

7. PRIVACY

7.1. Privacy Notice.

By acknowledging your understanding and providing consent, you agree that the information you provide to us or that we collect will be processed and handled as outlined in our Privacy Policy, unless otherwise stated in these Terms.

7.2. Access & Disclosure.

With the exception of the provisions outlined in these Terms: (i) we reserve the right to access, preserve, or share any of your information when we have a good faith belief that such sharing is reasonably necessary to investigate, prevent, or take action regarding potential illegal activities or to comply with legal processes; and (ii) we may also share your information in instances involving potential threats to the physical safety of individuals, violations of our Privacy Notice, the Terms or any other user agreements or terms in effect, or to address claims of third-party rights violations and protect the rights, property, and safety of the Company, our employees, users, or the general public. This sharing may involve disclosing your information to law enforcement, government agencies, courts, or other relevant organizations. For detailed information on how we process personal data, please refer to our Privacy Policy.

8. CONFIDENTIALITY

8.1. Definition.

"Confidential Information" means: (i) with respect to the Company, any information disclosed by, for, or on behalf of the Company, directly or indirectly, to you or any end user in connection with these Terms, the Services or Software, or learned or accessed by you or any end user in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as "confidential") or which is known by you or the end user or reasonably should be understood by you or the end user to be confidential ("Company Confidential Information"); and (ii) with respect to you, any information disclosed by you to the Company that (a) must be kept confidential pursuant to applicable law or (b) is sensitive security and technical information that is clearly and conspicuously marked as "confidential" by you ("Customer Confidential Information").

8.2. Exclusions.

Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of these Terms; or (iv) is independently developed by the receiving party without the use of the disclosing party's Confidential Information.

8.3. Obligation of Confidentiality.

You and the Company shall take reasonable steps to maintain the confidentiality of each other's Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor the Company will disclose the other party's Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with these Terms and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, the Company also may disclose Customer Confidential Information to its consultants, contractors, service providers, sub-processors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

8.4. Permitted and Compelled Disclosures.

Notwithstanding the restrictions in this section and without limiting any other rights of the Company, we may disclose Customer Confidential Information received in connection with these Terms, the Services, or Software as required by applicable law; provided, however, that the Company will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable law; or (ii) determined by the Company in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or the Company's rights or property.

9. TERM AND TERMINATION

9.1. Termination.

You have the option to terminate your use of the Site at any time by simply discontinuing your further usage. However, the Company reserves the right to terminate your access to the Site as a Website Visitor at our sole discretion, for any reason or no reason, including if you violate these Terms.

9.2. Effect of Termination.

In the event that these Terms expire or are terminated for any reason: (a) any liabilities you owe to us that have accumulated before the expiration or termination date will remain in effect; (b) any licenses or usage rights granted to you regarding the Site, including any intellectual property rights, will immediately cease in accordance with these Terms; (c) our obligation to provide you with access to the Site under these Terms will come to an immediate end, except for any rights explicitly stated to be provided after the expiration or termination of these Terms; and (d) the provisions regarding Ownership, Restrictions on Use of the Site, Privacy, Confidentiality, Effect of Termination, Warranties and Disclaimers, Indemnification Obligations, Limitations of Liability, and General will continue to apply and remain in effect.

10. WARRANTIES AND DISCLAIMERS

10.1. YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND THE COMPANY, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (I) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (II) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (III) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.

10.2. THE COMPANY PARTIES PROVIDE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SITE OR THE INFORMATION CONTAINED THEREIN. THEY DO NOT GUARANTEE THAT THE SITE OR INFORMATION HAVE BEEN OR WILL BE PROVIDED WITH DUE SKILL, CARE, AND DILIGENCE, NOR DO THEY TAKE RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES RELATED TO THE SITE OR INFORMATION. THE COMPANY PARTIES ASSUME NO LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SITE OR INFORMATION, UNAUTHORIZED ACCESS TO THE SITE OR INFORMATION, INTERRUPTION OR CESSATION OF TRANSMISSION, BUGS OR VIRUSES TRANSMITTED THROUGH THE SITE BY THIRD PARTIES, LOSS OF DATA OR CONTENT, OR ANY ERRORS OR OMISSIONS IN YOUR DATA OR CONTENT. FURTHERMORE, YOU ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF THE COMPANY TO ANY THIRD PARTY.

10.3. The Company Parties do not endorse, guarantee, or assume responsibility for any products or services advertised or offered by third parties through the Site. The Company Parties are not involved in monitoring activities between you and third-party providers of products or services. You are solely responsible for your interactions and activities with other individuals resulting from your use of the Site.

10.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of these limitations may not apply to you.

11. INDEMNIFICATION OBLIGATIONS

11.1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our subsidiaries and affiliates, and each of our and their respective officers, directors, agents, partners and employees (individually and collectively, the "Company Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Sites or any content you provide thereon or therein; (b) sharing your login credentials for the Sites without the Company's authorization; (c) your Feedback; (d) your violation of these Terms; (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (f) your conduct in connection with the Sites. You agree to promptly notify the Company Parties of any Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at the Company's sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any of the Company Parties.

11.2. We maintain the sole authority to settle, compromise, and make payments for any claims or legal actions brought against us, without requiring your prior consent. We also reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are obligated to indemnify us. You agree to cooperate with us in the defense of these claims. Without our prior written consent, you agree not to settle any matter in which we are named as a defendant or for which you have indemnity obligations. We will make reasonable efforts to inform you promptly upon becoming aware of any such claim, action, or proceeding.

12. LIMITATIONS OF LIABILITY

12.1. Disclaimer of Consequential Damages.

12.1.1. REGARDLESS OF ANY CONTRARY PROVISIONS IN THESE TERMS, THE COMPANY WILL NOT BE LIABLE TO YOU, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR THE INFORMATION PROVIDED BY US. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF WE WERE AWARE OF THE LIKELIHOOD OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CLAIMS ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

12.1.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES SHALL NOT BE HELD LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM: (A) YOUR USE OF THE SITE OR THE INFORMATION PROVIDED BY US; (B) ERRORS, MISTAKES, OR INACCURACIES ON THE SITE OR IN THE INFORMATION; (C) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR THE INFORMATION; (D) UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR THE INFORMATION, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED ON THE SITE; (E) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (F) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL ELEMENTS TRANSMITTED TO OR THROUGH THE SITE BY THIRD PARTIES; (G) LOSS OF YOUR DATA OR USER CONTENT FROM THE SITE; (H) ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR USER CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SITE, REGARDLESS OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (I) THE DISCLOSURE OF INFORMATION IN ACCORDANCE WITH THESE TERMS, OUR PRIVACY NOTICE, OR ANY OTHER COMMUNICATION OR NOTICE PROVIDED BY US.

12.1.3. In some jurisdictions, consumer contracts may not allow the limitation or exclusion of consequential, direct, indirect, or other damages. Therefore, if you are a consumer, the limitations or exclusions stated in this Section 12.1 may not apply to you.

12.2. Cap on Damages.

Our total liability to you, regardless of the cause of action arising from or related to these Terms, your use of the Site, or the information we provide you (including warranty claims), will not exceed USD$100. This limitation applies regardless of the forum and regardless of whether the action or claim is based on contract, tort (including negligence), or any other legal or equitable theory. However, this Section will only apply to the extent permitted by applicable law and will not apply in cases where personal injury or death has been intentionally caused by the Company or by the Company's gross negligence.

12.3. Independent Allocations of Risk.

Each provision in these Terms that limits liability, disclaims warranties, or excludes damages represents an agreed allocation of the risks between the parties. This allocation is an essential element of the agreement between the parties. Each of these provisions is independent and will apply even if other provisions in these Terms have failed to fulfill their essential purpose.

13. PAYMENT TERMS

13.1 Paid Services and Payment Processors

Certain features of our Services require payment ("Paid Services"). Any payment terms presented to you during signup or checkout are incorporated into and form part of this Agreement. You may submit your payment method ("Payment Information") via our Services to purchase Paid Services.

We use third-party payment processors (including but not limited to Apple, Google, Stripe, Paddle, PayPal, Airwallex, Alipay, and WeChat Pay) (each, a "Payment Processor") to bill you through your Payment Information. Your purchase may be subject to additional terms and privacy policies of the applicable Payment Processor. We are not responsible for errors made by Payment Processors. By using the Paid Services, you agree to pay us, through the applicable Payment Processor, in accordance with the payment terms presented at checkout.

We reserve the right to change prices and to offer discounts and promotions at our discretion.

13.2 Taxes

Unless otherwise shown on the checkout page or invoice, prices are stated exclusive of taxes that may apply in your jurisdiction.

Where we are legally required to collect value-added tax (VAT), goods and services tax (GST), sales tax, or similar taxes, such taxes will be calculated based on the information you provide (including your billing address) and either added to the price at checkout or itemized on your invoice.

You are solely responsible for any taxes, duties, or governmental charges applicable to your purchase that are not collected by us.

13.3 Currency and Invoices

All prices are displayed in U.S. Dollars (USD) unless otherwise indicated at checkout. If you pay in a non-USD currency, the conversion rate is determined by the Payment Processor and may include foreign exchange fees that we do not control. Invoices and receipts are available in your account dashboard.

13.4 Free Usage Allowance

All new users receive a limited free usage allowance prior to making any purchase ("Free Allowance"). The Free Allowance is provided for evaluation purposes and is not a free trial of any Subscription. The Free Allowance:

(a) is non-transferable, has no cash value, and cannot be exchanged for Credits, cash, or any other consideration;

(b) does not accrue, and is forfeited upon making any purchase or upon account closure;

(c) may be modified, reduced, or discontinued by us at any time without notice; and

(d) is granted per user, not per account or device. Creating multiple accounts, using disposable email addresses, engaging in repeated refund patterns, or otherwise circumventing the Free Allowance limits is a violation of our Terms and may result in account suspension, forfeiture of Credits, and denial of future refunds.

13.5 Subscriptions

13.5.1 Authorization for Recurring Payments. When you purchase a Subscription, you authorize us (and our Payment Processor) to charge your Payment Information on a recurring basis at the interval you selected at checkout (monthly or annually), until the Subscription is canceled. Charges apply immediately upon purchase. Subscriptions do not include a free trial period.

13.5.2 Billing Cycle. Subscriptions renew on the same calendar day of each billing cycle as your initial purchase date. If your initial purchase date does not exist in the renewal month, the Subscription will renew on the last day of that month.

13.5.3 Promotional Pricing, Discounts, and Coupons. We may offer promotional pricing, discount codes, or coupons. The applicable terms — including the duration of any discount — will be disclosed on the checkout page at the time of purchase, and those terms are binding. Unless explicitly stated otherwise at checkout, discounts apply only to the initial billing cycle; renewals are billed at the then-current standard price.

Promotional offers are limited to one per user, per household, and per payment method. Discount codes cannot be combined unless expressly permitted. We may deny, cancel, or revoke promotional pricing in cases of abuse, fraud, or where users create multiple accounts to obtain promotional benefits.

For refund calculations under Section 13.6, the "amount paid" means the net amount actually charged after application of any discount or coupon. Discounts and promotional credits have no cash value and are forfeited upon refund of the underlying purchase.

13.5.4 Failed Payments. If your Payment Information is declined, we may retry the charge several times. If payment cannot be collected, your Subscription will be suspended or canceled. If you update your Payment Information and a retry succeeds, the renewed Subscription period will be calculated from the date of the successful charge.

13.5.5 Price Changes. We may change Subscription prices, including for auto-renewals. We will notify you of any price change at least 30 days before the change takes effect. Your continued use of the Subscription after the effective date constitutes acceptance of the new price. You may reject the change by canceling before the effective date.

13.5.6 Cancellation. You may cancel your Subscription at any time through your account settings, with no penalty. Cancellation takes effect at the end of the current billing period.

Credits issued to your account upon subscription or renewal are delivered digital goods and are deemed consumed for refund purposes regardless of actual usage. We do not provide prorated refunds for mid-period cancellations.

To avoid an unwanted renewal charge, you must cancel before the next renewal date.

13.5.7 Credits Allocated Under Subscriptions. For Subscriptions that include usage credits ("Credits"):

(a) Subscription Credits are deemed delivered to your account at the start of each billing term (for monthly subscriptions) or annual term (for annual subscriptions), regardless of whether they are technically allocated on a monthly or other basis for operational purposes.

(b) Credits are non-transferable, have no cash value, and cannot be exchanged for cash, other credits, or any other form of consideration.

(c) Unused Credits do not roll over to subsequent billing terms unless explicitly stated on your plan, and are forfeited upon cancellation, non-renewal, or termination of the Subscription.

(d) Credits are consumable digital goods. Once Credits have been issued or deemed issued to your account, payment for the corresponding billing term is final and non-refundable, except as expressly provided in Section 13.6.

(e) The issuance of Credits does not guarantee uninterrupted or unrestricted access to any particular model or feature, and the use of Credits remains subject to the fair use provisions and technical limits described in Section 6.4. We may decline to service, or may rate-limit, requests that we reasonably determine to be automated, abusive, or materially inconsistent with normal individual use, notwithstanding any unused Credit balance on your account.

13.6 Refund Policy

13.6.1 General Principle. All purchases on Dela AI — including one-time Credit purchases, monthly subscriptions, annual subscriptions, and renewals — are final and non-refundable once Credits have been issued or deemed issued to your account, except under the limited circumstances set out below.

Credits are delivered digital goods. They are non-transferable, non-exchangeable, and cannot be converted to cash.

13.6.2 Refund Eligibility — First-Time Purchases Only. You may request a refund only if all of the following conditions are met:

(a) The purchase is your first-ever paid transaction on Dela AI of that type (one-time Credit purchase, monthly subscription, or annual subscription);

(b) The refund request is submitted within three (3) calendar days of the purchase date (counted from the date of the transaction);

(c) No Credits from the purchase have been used. Any usage of Credits from the purchase — even a single Credit — renders the purchase non-refundable.

Where these conditions are met, the refund amount equals the amount paid less applicable payment processing fees (charged by the Payment Processor and not returned to us upon refund).

13.6.3 Subscription Renewals. Subscription renewals (both monthly and annual) are final and non-refundable once the renewal payment is processed and Credits for the new billing term are issued.

To avoid an unwanted renewal charge, you must cancel your subscription before the renewal date. Cancellation is available anytime through your account settings.

13.6.4 Annual Subscriptions. For refund purposes, all Credits associated with an annual subscription are deemed delivered to your account at the time of subscription, regardless of any operational schedule by which Credits may be allocated on a monthly basis. As a result:

(a) Any usage of Credits from an annual subscription — at any time during the annual term — renders the subscription non-refundable; and

(b) After the three (3) day window described in Section 13.6.2, the annual subscription is non-refundable regardless of usage.

13.6.5 Exceptions Beyond Our Standard Refund Policy. The following exceptions apply notwithstanding Sections 13.6.1 through 13.6.4:

(a) Duplicate Charges. If you are charged multiple times for the same purchase due to a system error on our side, we will refund the duplicate charge in full, without deduction of payment processing fees.

(b) Technical Failure to Deliver Credits. If your payment is processed successfully but the Credits are not delivered to your account due to a technical failure on our side, we will either re-issue the Credits or, at your request, process a full refund of the affected purchase.

13.6.6 How to Request a Refund. To request a refund under this Section 13.6, please submit a support ticket through the support system available on the Site with:

• Your account email address
• Your order ID or transaction ID
• A brief explanation of your request

We will respond within three (3) business days.

13.6.7 Refund Eligibility and Anti-Abuse. We may deny refund requests where we identify, in our reasonable judgment, conduct including:

• Use of multiple accounts to obtain promotional offers or refunds
• A pattern of repeated refund requests
• Account activity inconsistent with normal good-faith usage
• Suspected fraudulent payment or identity

Refunds granted under this Section may result in forfeiture of remaining Credits and cancellation of the associated subscription.

13.6.8 Chargebacks. If you initiate a chargeback or payment dispute with your financial institution instead of contacting us first, your account may be suspended pending resolution and remaining Credits may be forfeited. We may permanently terminate accounts that initiate chargebacks inconsistent with this Refund Policy.

13.7 Eligibility

You must be at least 18 years of age, or the age of majority in your jurisdiction (whichever is higher), to purchase any Paid Services. By making a purchase, you represent that you meet this age requirement and that the Payment Information you provide is your own or that you are authorized to use it.

14. GENERAL

14.1. Third Party Content.

We may provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Sites (collectively, "Third-Party Content"). We may provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. The Company does not control or endorse any Third-Party Content, and makes no representations or warranties regarding, any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Content. Your access to and use of such Third-Party Content is at your own risk and may be subject to additional terms, conditions, guidelines, policies, or rules (including terms of service or privacy policies of the providers of such Third-Party Content).

14.2. Relationship.

At all times, you and we are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.

14.3. Assignability.

Unless prohibited by applicable law, you are not allowed to assign your rights or obligations under these Terms without obtaining our prior written consent. If consent is granted, these Terms will be binding upon your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms, except as explicitly stated in these Terms, will be considered void. On the other hand, we have the freedom to freely assign our rights, duties, and obligations under these Terms at any time, with or without providing notice to you.

14.4. Notices.

Any notice required or permitted to be given by you to the Company under these Terms shall be submitted through the support ticket system available on the Site, unless otherwise expressly agreed. Any notice from the Company to you will be effective when delivered through the Services, posted on the Site, or sent to the contact information you have provided in your account. You agree to keep your account contact information current.

14.5. Force Majeure.

Except for any payment obligations, neither you nor we will be held liable for the failure to fulfill any obligation under these Terms if such failure is caused by a force majeure event. A force majeure event refers to circumstances beyond the party's reasonable control, including acts of God, natural disasters, war, civil unrest, governmental actions, strikes, epidemics, network or infrastructure failures, and other similar causes. In the event of a force majeure event, the affected party will notify the other party within a commercially reasonable time and will make commercially reasonable efforts to resume performance as soon as reasonably practicable. Any obligations that were not fulfilled due to a force majeure event will be fulfilled promptly once the force majeure event has concluded.

15. GOVERNING LAW AND DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

15.1. Governing Law.

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the People's Republic of China (excluding its conflict of laws rules).

15.2. Initial Dispute Resolution.

Most disputes can be resolved without formal legal proceedings. If you have a dispute with us, you agree that before taking any formal action, you will contact us through the support ticket system available on the Site and provide a brief, written description of the dispute and your contact information (including your username if it relates to a Services account). Both parties agree to make reasonable efforts to settle any dispute, claim, question, or disagreement through direct consultation and good faith negotiations for a period of thirty (30) days from the time such notice is submitted.

15.3. Arbitration.

If the parties do not reach an agreed resolution within thirty (30) days from the time informal dispute resolution is initiated under Section 15.2, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be submitted to the Beijing Arbitration Commission (BAC) for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The arbitration shall be conducted in Beijing, in the Chinese language. The arbitral award shall be final and binding upon both parties.

15.4. Interim Relief.

Notwithstanding Section 15.3, either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction in Beijing, People's Republic of China, as necessary to protect the party's rights or property pending the completion of arbitration.

15.5. Intellectual Property Exception.

Despite the agreement to resolve disputes through arbitration, either party may initiate enforcement actions, validity determinations, or claims related to theft, piracy, or unauthorized use of intellectual property in any court or governing body with lawful jurisdiction over such matters.

15.6. Entire Agreement.

These Terms, including the language and paragraphs preceding Section 1, constitute the final, complete, and exclusive expression of the agreement between you and the Company regarding the Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Company hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you.

15.7. Language and Translations.

The Company may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and, if there is an inconsistency or conflict between a translation and the English version, the English version will prevail.

15.8. Waiver.

The waiver by either you or the Company of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

15.9. Severability.

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

15.10. Survival.

The provisions of this Section 15 will remain in effect even after the termination of your use of the Site or the information we provide.

16. SYSTEM REQUIREMENTS; CHANGES

Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and the Company may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.