1. Introduction
These terms of service (the “Agreement”) govern access to and use of the translation, transcription, and speech synthesis services provided by DJELIA Technologies Inc. (the “Company”) through its API and Console (together, the “Services”).
By creating an account or using the Services, you accept and agree to be bound by this Agreement. If you use the Services on behalf of an organization, “Customer” refers to that organization.
2. Definitions
2.1 “Agreement” means these terms of service.
2.2 “Company” means DJELIA Technologies Inc.
2.3 “Customer” or “you” means the person or entity that accesses or uses the Services.
2.4 “API” means the Company's application programming interface through which the Services are accessed.
2.5 “Console” means the Company's web interface for accessing and managing the Services.
2.6 “Input” means content submitted by Customer to the Services, including text submitted for translation or speech synthesis and audio submitted for transcription.
2.7 “Output” means content generated by the Services in response to Input, including translations, transcripts, and synthesized audio.
2.8 “Customer Data” means Input and Output together, and any other data submitted by Customer through the Services.
2.9 “Intellectual Property” encompasses the Services and all underlying technology, including software code, models, model weights, algorithms, user interfaces, databases, APIs, documentation, and all derivative works and improvements thereof.
2.10 “License” means the limited, revocable, non-exclusive, non-transferable right to use the Services granted by the Company to Customer under this Agreement.
2.11 “Personal Information” means information relating to an identified or identifiable natural person within the meaning of applicable privacy law.
2.12 “DPA” means a data processing agreement entered into between the Company and Customer governing the processing of Customer Data.
3. Interpretation
Clause headings are for reference only and do not govern the interpretation of this Agreement.
4. Account Registration and API Keys
4.1 Customer must register for an account and provide accurate, up-to-date information.
4.2 API keys and account credentials are confidential. Customer is responsible for all activity under its account and must notify the Company promptly of any unauthorized use.
4.3 The Company may impose and modify rate limits and usage quotas.
5. Grant of License
The Company grants Customer a limited, revocable, non-exclusive, non-transferable license to access and use the Services, including integrating the API into its own applications and making them available to its clients and end users, on a commercial or non-commercial basis. Customer remains responsible for its clients' and end users' use.
6. Acceptable Use
6.1 Customer agrees not to access or use (or permit others to access or use) the Services or the Company's Intellectual Property to:
- 6.1.1 Disassemble, reverse engineer, decompile, or modify the Services, or attempt to extract or replicate the Company's models, including by using Output to train competing models.
- 6.1.2 Create, use, send, store, or run viruses or other harmful code, files, scripts, agents, or programs, or engage in malicious acts.
- 6.1.3 Disrupt the security, integrity, or operation of the Services.
- 6.1.4 Remove or modify copyright or other proprietary rights notices.
- 6.1.5 Reproduce, distribute, display, transmit, or use material protected by copyright or other intellectual property rights without the owner's permission.
- 6.1.6 Violate applicable local or international law, advocate or assist unlawful acts, or violate export control laws.
- 6.1.7 Impersonate any person or entity, or submit false, deceptive, misleading, or fraudulent materials.
- 6.1.8 Generate unlawful, defamatory, or harassing content, including synthesized speech impersonating a real person without their consent.
- 6.1.9 Access the Services through automated means other than the documented API.
- 6.1.10 Exceed or circumvent rate limits, quotas, or access restrictions.
6.2 The Company may suspend or deny Customer's access to the Services without liability if: (a) required by law or court order; (b) Customer breaches this Agreement; (c) Customer engages in unlawful or fraudulent activity relating to the Services; or (d) Customer's use poses a security risk to the Services or other customers.
7. Customer Data, Privacy, and Model Training
7.1 Customer retains all rights in its Input. Customer grants the Company a license to process Customer Data as necessary to provide the Services.
7.2 By default, the Company retains Customer Data as described in the Privacy Policy. Customer may request reduced or zero retention through a DPA. Where a DPA is in place, its terms prevail.
7.3 The Company may use Customer Data to train and improve its models only after anonymization in accordance with applicable law. Customer may opt out through a DPA.
7.4 Customer is responsible for ensuring it has all rights and consents required to submit Input, and for its own compliance with privacy laws. The Company accepts no responsibility for loss or harm resulting from Customer's processing of Personal Information.
7.5 The Company processes Customer's account information in accordance with its Privacy Policy, available at https://djelia.cloud/privacy.
8. Intellectual Property
8.1 The Company exclusively owns and retains all rights, title, and interest in the Services and its Intellectual Property, including updates and improvements. No rights are granted other than the License expressly set out in this Agreement.
8.2 Customer owns the Output generated through its use of the Services. Due to the nature of machine learning, similar output may be generated for other customers.
9. Fees, Payment, Refunds, and Cancellations
9.1 Paid plans are billed through Stripe. Fees are exclusive of applicable taxes, which Customer is responsible for.
9.2 The Company may modify its pricing with reasonable prior notice.
9.3 Refunds are granted solely at the Company's discretion and only in cases of non-delivery or significant non-conformance with the service description. Refund requests must be made in writing within seven days of purchase.
9.4 When upgrading from free to paid plans, free-plan API keys and associated limits are forfeited and invalid.
10. Risk
10.1 Customer acknowledges that use of the Services may expose Customer, its clients, or end users to risks associated with service interruptions, incompatibility, or integration errors.
10.2 Customer is responsible for maintaining backups of its data and for verifying the accuracy of results before use.
10.3 Customer assumes all risks, including those to third parties accessing its applications. The Company will not be liable for loss or damage caused by denial-of-service attacks or other technologically harmful events affecting the availability of the Services.
11. AI Output Disclaimer
Output is generated automatically by machine learning models and may contain errors, including mistranslations and transcription errors. Customer is responsible for reviewing Output for accuracy and fitness for its intended use, and should not rely on it as the sole basis for decisions with legal, medical, or financial effects.
12. No Warranty
The Services are provided on an “as is” and “as available” basis. Except where prohibited by applicable law, the Company makes no warranties, express or implied. Customer uses the Services at its sole risk and discretion.
13. Limitation of Liability
Except where liability disclaimers are prohibited under applicable law, the Company, its affiliates, licensors, service providers, employees, agents, officers, and directors will not be liable for damages under any legal theory arising from Customer's use or inability to use the Services, including direct, indirect, special, incidental, consequential, or punitive damages. The Company's total liability will not exceed the amounts paid by Customer in the twelve months preceding the claim.
14. Indemnification
Customer agrees to defend, indemnify, and hold the Company, its affiliates, licensors, and their respective officers, directors, employees, contractors, agents, and suppliers harmless from claims, liabilities, damages, losses, costs, expenses, or fees resulting from Customer's violation of this Agreement, or from third-party claims, including from Customer's clients and end users, arising from use of the Services.
15. Confidential Information
15.1 During the term of this Agreement and after its termination, each party will keep confidential all information disclosed by the other party that is stated or intended to be confidential, including trade secrets and proprietary business information.
15.2 Neither party will disclose the other's confidential information or use it for its own or anyone else's benefit.
15.3 Confidentiality obligations do not apply to information that is publicly available, was in the receiving party's possession prior to disclosure, or is disclosed by someone not under a confidentiality obligation.
15.4 Where a receiving party has legal disclosure obligations, it will notify the disclosing party before disclosure, limit the extent of disclosure, and give the disclosing party a reasonable opportunity to intervene.
16. Termination
16.1 Customer may stop using the Services and close its account at any time.
16.2 The Company reserves the right to terminate this Agreement without notice should Customer breach any term.
16.3 Upon termination, Customer must cease all use of the Services and destroy any copies of Company materials. Sections that by their nature survive termination will survive.
17. Export Restrictions
Customer may not access, use, or export the Services in violation of applicable export control laws, including Canadian export controls and economic sanctions.
18. Non-Variation and Entire Agreement
This Agreement, together with the Privacy Policy and any DPA, constitutes the entire agreement between the parties. The Company may update this Agreement from time to time; continued use after the effective date constitutes acceptance. No other amendment is enforceable unless reduced to writing and agreed by both parties.
19. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada. The parties submit to the jurisdiction of the courts of Montreal, Quebec.
20. Contact
Questions about this Agreement may be directed to:
Company: DJELIA Technologies Inc.
Email: privacy@djelia.cloud