Terms of Service

1. Introduction

Welcome to Delta AI, a service provided by Delta Learning Inc., a Delaware corporation ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of Delta AI, including our web application, services, and any related features (collectively, the "Service").

By accessing or using Delta AI, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

Important: Delta AI is intended for users who are 18 years of age or older. By using our Service, you represent that you are at least 18 years old.

2. Service Description

Delta AI provides scenario-based learning exercises with AI roleplayers that can speak, listen, and see users. Our Service is designed to facilitate professional development and skills training through interactive AI-powered conversations and simulations.

The Service is provided on a business-to-business basis to organizations ("Organizations") that subscribe to Delta AI for use by their employees, members, or authorized users ("Users").

3. Account Registration and Access

3.1 Organization Agreements

Delta AI is offered exclusively to Organizations through separate written agreements. Pricing, payment terms, and specific service levels are defined in your Organization's agreement with Delta Learning Inc.

3.2 User Accounts

User accounts are created and managed by your Organization. We create accounts on behalf of Organizations based on user information provided by the Organization, including email addresses for authentication and single sign-on (SSO) integration.

3.3 Organization Control

Your Organization has full control over user accounts, including the ability to:

• Add or remove users at any time
• Access user activity and learning progress
• Manage user permissions and settings
• Terminate user access to the Service

3.4 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account

You may not share your account credentials with others or allow multiple individuals to use a single account.

4. Acceptable Use Policy

4.1 Permitted Use

You may use Delta AI solely for legitimate learning, training, and professional development purposes in accordance with these Terms and all applicable laws.

4.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any local, state, national, or international law
• Harass, abuse, threaten, or intimidate others, including through interactions with AI roleplayers
• Attempt to gain unauthorized access to the Service, other user accounts, or computer systems or networks
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service
• Use any automated means (including bots, scrapers, or scripts) to access the Service
• Interfere with or disrupt the integrity or performance of the Service
• Transmit any viruses, malware, or other malicious code
• Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
• Collect or store personal data about other users without their consent
• Use the Service to create, train, or improve competing AI products or services
• Remove, obscure, or alter any proprietary rights notices on the Service
• Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks

4.3 Usage Limits

Usage limits, if any, are defined in your Organization's agreement with Delta Learning Inc. We reserve the right to impose reasonable limits on your use of the Service to ensure fair access and system stability.

5. Intellectual Property Rights

5.1 Ownership of Service

Delta Learning Inc. and its licensors own all rights, title, and interest in and to the Service, including all software, technology, content, trademarks, and other intellectual property. These Terms do not grant you any ownership rights in the Service.

5.2 Ownership of User Content and AI-Generated Content

By using the Service, you acknowledge and agree that:

Delta Learning Inc. owns all content generated through the Service, including:

• Conversation transcripts between users and AI roleplayers
• Audio transcriptions
• AI-generated responses and content
• Session data and learning analytics
• Any other data created through your use of the Service

5.3 License to Use Content

Subject to these Terms, we grant you and your Organization a limited, non-exclusive, non-transferable, revocable license to:

• Access and use content generated through your use of the Service
• Use such content for internal business purposes and personal learning and development

Restrictions: You may not:

• Use the content for commercial purposes, including selling, licensing, or distributing it to third parties
• Publicly display, publish, or share the content outside your Organization without our prior written consent
• Use the content to train or develop competing AI products or services

5.4 Feedback

If you provide us with any feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our Service without any obligation to you.

6. AI-Generated Content Disclaimer

Important Notice: The AI roleplayers in Delta AI generate responses using artificial intelligence technology. While we strive for accuracy and quality, you acknowledge and agree that:

• AI-generated content may contain errors, inaccuracies, or inconsistencies
• AI responses should not be considered professional advice of any kind
• You use AI-generated content at your own risk and should independently verify any important information
• We do not guarantee the accuracy, completeness, or reliability of AI-generated content

7. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our Privacy Policy.

Key points regarding data:

• We collect and store conversation transcripts indefinitely
• We may use your data to improve our AI systems and models
• Data retention and deletion rights are subject to your Organization's policies and our Privacy Policy

8. Service Availability and Modifications

8.1 Service Availability

We strive to provide reliable and continuous access to Delta AI. However, we do not guarantee that the Service will be available at all times or that it will be uninterrupted, timely, secure, or error-free.

The Service may be unavailable due to:

• Scheduled maintenance (we will provide advance notice when possible)
• Emergency maintenance or updates
• Technical issues or system failures
• Factors beyond our reasonable control

8.2 Modifications to the Service

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

8.3 Beta Features

We may offer experimental or beta features from time to time. These features are provided "as is" and may contain bugs or errors. We may discontinue beta features at any time without notice.

9. Account Suspension and Termination

9.1 Termination by Organization

Your Organization may terminate your access to the Service at any time for any reason. Upon termination by your Organization, your account will be deactivated and you will no longer have access to the Service.

9.2 Termination by Delta Learning Inc.

We reserve the right to suspend or terminate your access to the Service immediately, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Harmful, abusive, or inappropriate behavior
• Non-payment by your Organization (if applicable)
• Security concerns or suspected fraudulent activity
• Legal or regulatory requirements

9.3 Effect of Termination

Upon termination of your account:

• Your right to access and use the Service will immediately cease
• We may retain your data as described in our Privacy Policy and these Terms
• Sections of these Terms that by their nature should survive termination will continue to apply

9.4 Data Retention After Termination

We may retain user data, including conversation transcripts and other content, after account termination as described in our Privacy Policy. We are under no obligation to delete or return data upon termination unless required by law or your Organization's agreement with us.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE

WE DO NOT WARRANT THAT:

• The Service will meet your specific requirements
• AI-generated content will be accurate, complete, or reliable
• Any errors or defects in the Service will be corrected
• The Service will be free from viruses or other harmful components

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

11.1 Exclusion of Damages

DELTA LEARNING INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services
• Any other intangible losses

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

Specific liability limitations, if any, are set forth in your Organization's agreement with Delta Learning Inc. In the absence of such provisions, our total liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the amount paid by your Organization to Delta Learning Inc. in the twelve (12) months preceding the claim.

11.3 Exceptions

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Delta Learning Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your violation of any applicable laws or regulations
• Any content you submit, post, or transmit through the Service

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

13. Export Controls and Sanctions Compliance

You represent and warrant that:

• You are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• You are not identified on any U.S. government list of prohibited or restricted parties, including the Treasury Department's List of Specially Designated Nationals and Blocked Persons or the Commerce Department's Denied Persons List or Entity List
• You will not use the Service in violation of any U.S. export control or sanctions laws and regulations

You agree to comply with all applicable export control and sanctions laws and regulations in your use of the Service.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

14.2 Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, except as modified by these Terms.

Key provisions:

• The arbitration shall be conducted by a single arbitrator
• The arbitration shall take place in the State of Delaware or remotely via video conference
• The arbitrator's decision shall be final and binding
• Judgment on the arbitrator's award may be entered in any court of competent jurisdiction
• Each party shall bear its own costs and attorneys' fees, unless the arbitrator awards costs and fees to the prevailing party

14.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND DELTA LEARNING INC. INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW:

• Neither you nor Delta Learning Inc. will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity
• No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings

14.5 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to contact@learndelta.ai within thirty (30) days of first accessing the Service. If you opt out, you and Delta Learning Inc. agree to resolve disputes in accordance with Section 14.6 below.

14.6 Jurisdiction and Venue

If arbitration does not apply (including if you opt out), you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

15. Changes to These Terms

15.1 Right to Modify

We reserve the right to modify these Terms at any time. When we make material changes to these Terms, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you by email or through a prominent notice on the Service at least thirty (30) days before the changes become effective
• Post the updated Terms on our website

15.2 Acceptance of Changes

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

15.3 Organization Notice

If you access Delta AI through an Organization, we may provide notice of changes to these Terms to your Organization, and your Organization is responsible for informing you of such changes.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and your Organization's agreement with Delta Learning Inc., constitute the entire agreement between you and Delta Learning Inc. regarding the Service and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced with a valid provision that most closely matches the intent of the original provision.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Delta Learning Inc.

16.4 Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign or transfer these Terms or our rights and obligations under these Terms without restriction. Any attempted assignment in violation of this section shall be void.

16.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

16.6 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.7 Notices

All notices to Delta Learning Inc. under these Terms shall be sent to:

Delta Learning Inc.
Email: contact@learndelta.ai

Notices to you may be sent to the email address associated with your account or through the Service.

16.8 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Delta Learning Inc. You have no authority to bind Delta Learning Inc. in any manner whatsoever.

16.9 Headings

The headings and section titles in these Terms are for convenience only and have no legal or contractual effect.

17. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us:

Delta Learning Inc.
Email: contact@learndelta.ai