# SaaS Terms of Use Effective Date: March 23, 2026 Last Updated: March 23, 2026 These Terms of Use (the “Terms”) are a binding agreement between Diogo B. Soyer (“Company,” “we,” “us,” or “our”), the creator and operator of the Delfy App service, and the person or entity accessing or using the Services (“you” or “Customer”). By creating an account, clicking to accept these Terms, or accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” will refer to that entity. If you do not agree to these Terms, do not use the Services. ## 1. The Services The “Services” means our software-as-a-service platform, websites, applications, APIs, content, and related services that help users generate, organize, analyze, or refine business ideas, customer insights, hypotheses, positioning, or related materials. We may modify, update, discontinue, or change features of the Services from time to time. We may also offer beta, trial, preview, or experimental features, which may be subject to additional terms and may be changed or discontinued at any time. ## 2. Eligibility and Accounts You must be at least 18 years old and able to form a binding contract to use the Services. You agree to provide accurate, current, and complete account information and to keep it updated. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your login credentials. You must promptly notify us at **contact@delfy.app** if you suspect unauthorized access to your account. We may suspend or terminate your account if information you provide is inaccurate, if your account is used in violation of these Terms, or if necessary to protect the Services, our users, or third parties. ## 3. Subscription Plans We may offer free and paid plans. Features, limits, usage allowances, and pricing may vary by plan and may be described on our pricing page, in-product billing screens, or an order form. Your subscription begins when you complete the signup or purchase flow and, if applicable, your initial payment is successfully processed. Unless otherwise stated in writing, subscriptions are for the period selected at checkout and automatically renew for successive periods of the same length until cancelled. ## 4. Fees, Billing, Auto-Renewal, and Taxes If you subscribe to a paid plan, you agree to pay all fees and applicable taxes disclosed at the time of purchase. You authorize us and our third-party payment processors to charge your payment method on a recurring basis for your subscription term until you cancel. Unless required by applicable law, all fees are non-refundable and non-creditable. You may cancel your subscription at any time through your account settings or, if that functionality is unavailable, by contacting us at **contact@delfy.app**. If you cancel, your subscription will remain active through the end of the current paid billing period, and it will not renew afterward. We may change pricing, plan features, or usage limits upon prior notice. Price changes will take effect at the start of your next renewal term unless otherwise required by law. You are responsible for any sales, use, value-added, withholding, or similar taxes, duties, or governmental assessments associated with your purchase or use of the Services, excluding taxes based on our net income. If payment is overdue, we may suspend or downgrade your access to paid features after providing any notice required by applicable law. ## 5. Customer Data “Customer Data” means data, prompts, project information, text, files, inputs, and other content that you or your authorized users submit to the Services, including business ideas, problem statements, customer segments, value propositions, hypotheses, or similar materials. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, adapt, and use Customer Data as necessary to provide, maintain, support, secure, and improve the Services; to comply with law; to prevent fraud, abuse, or security incidents; and as otherwise described in our Privacy Policy. You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data to the Services and to authorize the processing described in these Terms. You are solely responsible for the legality, accuracy, quality, integrity, and use of your Customer Data. ## 6. AI Features and Output Certain features of the Services may use machine learning or third-party artificial intelligence providers to generate suggestions, summaries, analyses, drafts, recommendations, or other outputs (“Output”). You acknowledge and agree that: * Output may be inaccurate, incomplete, misleading, outdated, or unsuitable for your specific use case; * Output may be similar or identical to content generated for other users; * Output does not constitute legal, tax, accounting, employment, medical, investment, or other professional advice; and * you are solely responsible for reviewing, validating, editing, testing, and deciding whether to rely on any Output before using, publishing, sharing, or acting on it. We do not guarantee that any Output will be correct, unique, non-infringing, or fit for any particular purpose. To provide AI-powered features, we may transmit Customer Data to third-party service providers acting on our behalf, subject to our agreements with them and our Privacy Policy. ## 7. Usage Restrictions You will not, and will not permit any third party to: (a) use the Services for any unlawful, fraudulent, infringing, or deceptive purpose; (b) upload or submit content that violates intellectual property, privacy, publicity, confidentiality, or other rights of any person; (c) interfere with, disrupt, scan, probe, or test the vulnerability of the Services or circumvent security or access controls; (d) reverse engineer, decompile, copy, modify, create derivative works of, or otherwise attempt to extract source code or underlying components of the Services, except to the extent such restriction is prohibited by law; (e) use the Services to build a competing product or service, or to benchmark the Services for public competitive comparisons, without our prior written consent; (f) use bots, scripts, scraping tools, or automated methods to access or extract data from the Services except through authorized interfaces we provide; (g) use the Services to generate spam, phishing content, malware, harmful code, or deceptive or manipulative materials; or (h) remove, alter, or obscure any proprietary notices contained in the Services. ## 8. Third-Party Services The Services may integrate with or rely on third-party services, infrastructure, software, or providers, including payment processors, hosting providers, analytics tools, error monitoring tools, and AI model providers. Your use of third-party services may be subject to separate terms and privacy policies of those providers. We are not responsible for third-party services, and we do not warrant their availability, security, accuracy, or performance. ## 9. Company IP; Feedback The Services, including all software, technology, interfaces, workflows, designs, documentation, and all related intellectual property rights, are and remain the exclusive property of the Company and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you by license, implication, estoppel, or otherwise. If you provide suggestions, ideas, enhancement requests, recommendations, or feedback regarding the Services (“Feedback”), you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable right to use and exploit that Feedback for any lawful purpose without restriction or compensation to you. ## 10. Aggregated and De-Identified Data We may collect and use usage data, analytics, performance metrics, and other information relating to the operation and use of the Services. We may also create aggregated or de-identified data derived from Customer Data, provided that such data does not identify you or any individual, and use that information for lawful business purposes, including improving, securing, and operating the Services. ## 11. Suspension and Termination You may stop using the Services at any time. You may terminate your account by using available account deletion functionality or by contacting us at **contact@delfy.app**. We may suspend or terminate your access immediately if: (a) you breach these Terms; (b) your use creates a security risk or may harm us, the Services, or any third party; (c) we are required to do so by law; or (d) you fail to pay fees when due. Upon termination: * your right to use the Services will end immediately; * we may delete or disable access to Customer Data after a reasonable transition period of up to **[30] days**, except as required or permitted by law, for legitimate security or fraud-prevention purposes, or pursuant to routine backup retention; and * Sections that by their nature should survive termination will survive, including ownership, payment obligations accrued before termination, disclaimers, limitations of liability, indemnification, dispute provisions, and this survival clause. ## 12. Availability; Changes to the Services We will use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted or error-free operation. We may perform maintenance, updates, patches, or emergency changes that temporarily affect availability. We may also change features or functionality, including removing features, where reasonably necessary for security, legal, technical, or business reasons. ## 13. Disclaimers THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY OUTPUT OR RESULTS GENERATED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR YOUR NEEDS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. ## 14. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS (US$100), IF YOU HAVE NOT PAID US ANY AMOUNTS. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ## 15. Indemnification You will defend, indemnify, and hold harmless the Company, its affiliates, and its and their officers, directors, employees, and agents from and against any third-party claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Customer Data; (b) your use of the Services in violation of these Terms; (c) your violation of any applicable law or third-party right; or (d) your misuse of any Output. ## 16. Governing Law and Disputes These Terms are governed by the laws of the State of **[Delaware / your chosen state]**, without regard to conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in **[New Castle County, Delaware / chosen venue]**, and each party irrevocably submits to the personal jurisdiction and venue of those courts. **Alternative for consumer-heavy self-serve model:** if you prefer, this section can be replaced by a mandatory arbitration and class action waiver clause. Do not keep both versions. ## 17. Export and Sanctions Compliance You may not use the Services in violation of U.S. export control or economic sanctions laws. You represent and warrant that you are not located in, organized in, or ordinarily resident in a country or territory subject to comprehensive U.S. embargoes, and that you are not a prohibited or restricted party under applicable sanctions laws. ## 18. Electronic Communications You agree that we may send you electronic communications relating to the Services, including notices about your account, billing, updates, and legal notices. You agree that any notices, agreements, disclosures, or other communications that we provide electronically satisfy any legal requirement that such communications be in writing. ## 19. Changes to These Terms We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on our website, through the Services, by email, or by other reasonable means. The updated Terms will become effective on the date stated at the top of the Terms. If you continue using the Services after the effective date of the updated Terms, you agree to the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and cancel your subscription. ## 20. General These Terms, together with any order forms, incorporated policies, and our Privacy Policy, constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous understandings relating to the subject matter. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision of these Terms is not a waiver of that provision or any other provision. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. ## 21. Contact Information Diogo B. Soyer Operator of Delfy App Contact: contact@delfy.app