1. Agreement and Parties
1.1. These Terms of Service (“Terms”) are a binding agreement between you (“Customer,” “you”) and DIVAI LLC, an Alaska limited liability company (“DIVAI,” “we,” “us”).
1.2. These Terms govern your access to and use of the DIVAI platform, the website at divai.ai, the application at app.divai.ai, and related services (collectively, the “Service”).
1.3. By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.
1.4. If you use the Service on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms. In that case, “Customer” and “you” refer to that organization.
1.5. The following documents are incorporated into these Terms by reference:
- the DIVAI Billing, Subscription and Credit Policies;
- the DIVAI Acceptable Use Policy (“AUP”);
- the DIVAI Privacy Policy.
1.6. Contact for legal notices: legal@divai.ai.
2. Eligibility
2.1. You must be at least 18 years old to use the Service.
2.2. The Service is designed for businesses and for adult individuals. The Service is not directed to children. DIVAI does not knowingly collect personal information from anyone under 18.
2.3. The Service is available globally where lawful. DIVAI may restrict access in regions that are subject to sanctions or export controls, regions where DIVAI cannot support payment processing, or regions where legally required controls are not yet implemented.
2.4. You may not use the Service if applicable law prohibits you from receiving or using it.
3. Accounts and Security
3.1. You must provide accurate registration information and keep it current.
3.2. You are responsible for all activity under your account. You must safeguard your login credentials.
3.3. You must notify DIVAI promptly at legal@divai.ai if you discover any unauthorized use of your account.
3.4. You may not share your account credentials with any other person, except authorized users within your organization as permitted by your plan.
4. Services Description
4.1. DIVAI provides an AI-assisted platform for software development support, business process automation, and related digital services.
4.2. DIVAI is the visible product. The Service may use third-party AI models and infrastructure providers. Unless disclosure is legally required, the identity and configuration of underlying providers and models are part of DIVAI’s internal implementation. DIVAI is your sole contracting counterparty for the Service.
4.3. DIVAI may improve, modify, or discontinue features of the Service. DIVAI will provide reasonable notice of material changes where practicable.
4.4. High-risk or consequential external actions require your explicit approval. This includes payments, publishing content, destructive actions, and sending messages to third parties. The Service will not take these actions on your behalf without your approval in each case or under a standing authorization you have configured. See Section 11.
5. Subscriptions, Credits and Billing
5.1. Payments status. Payment features are not yet active. This Section states the policy that will apply when payments activate.
5.2. Summary. When payments activate, paid access to the Service will be provided through subscriptions that include monthly subscription credits, and through separately purchased paid top-up credits.
5.3. Incorporation by reference. The DIVAI Billing, Subscription and Credit Policies document governs all billing matters, including subscription mechanics, auto-renewal disclosure and consent, cancellation, refunds, credit validity and expiration, consumption order, top-up credits, failed payments, and recovery offers. That document is incorporated into these Terms by reference.
5.4. Auto-renewal. Subscriptions renew automatically. DIVAI will provide clear pre-charge disclosure and obtain your informed consent before the first recurring charge. You may cancel at any time. Access continues through the end of the already-paid period. No further renewal occurs after cancellation.
5.5. Monthly subscription credits. Monthly subscription credits are valid only within the current paid billing cycle. They expire at the end of the cycle. They do not roll over. A new allocation is issued only after a successful renewal payment. A failed payment never creates a new allocation.
5.6. Paid top-up credits. Paid top-up credits are a separate balance. Their standard commercial validity is exactly 3 months from the date of purchase. DIVAI does not offer commercial extensions. Where mandatory local law requires a longer validity period or prohibits expiration, mandatory law controls for that customer.
5.7. Consumption order. The Service consumes monthly subscription credits first and paid top-up credits second.
5.8. Failed payments and refunds. Failed-payment handling, recovery offers, and refund rules are set out in the Billing, Subscription and Credit Policies document.
5.9. Pricing and taxes. Master and reference pricing is stated in US dollars, with lawful regional or local currency presentment where offered. Taxes are charged separately where applicable.
6. Customer IP
6.1. You retain all right, title, and interest in the content, files, data, project materials, and other inputs you submit to the Service (“Customer IP”). Using the Service does not transfer ownership of Customer IP to DIVAI.
6.2. You grant DIVAI only a limited, non-exclusive license to host, process, transmit, and display Customer IP as reasonably necessary to operate and provide the Service to you, and for no other purpose, except as described in Section 10 or as required by law.
6.3. You represent that you have all rights necessary to submit Customer IP to the Service and that your submission does not violate any law or any third party’s rights.
7. DIVAI Platform IP
7.1. DIVAI retains all right, title, and interest in the Service. This includes the platform, software, orchestration systems, the Project Brain architecture, interfaces, documentation, branding, and all improvements to them (“DIVAI Platform IP”).
7.2. DIVAI grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, for your internal business purposes.
7.3. No ownership of DIVAI Platform IP transfers to you. You may not copy, modify, resell, reverse engineer, or create derivative works of the Service, except where applicable law does not permit this restriction.
7.4. The DIVAI name and brand may be referenced with the “TM” symbol pending trademark registration. You may not use DIVAI’s name, logos, or branding without DIVAI’s written permission. Use of customer names or logos in DIVAI marketing, case studies, or references requires the customer’s written permission.
8. Generated Output
8.1. “Generated Output” means content the Service produces for you in response to your inputs, including code, text, analyses, and other materials.
8.2. To the maximum extent permitted by law and by the terms of underlying providers, you may use and own the Generated Output produced for you. ** Draft item pending confirmation before activation.**
8.3. DIVAI does not guarantee that Generated Output is unique, exclusive to you, non-infringing, or eligible for copyright or other intellectual-property protection. Other customers may receive similar output.
8.4. You are responsible for reviewing Generated Output before use. See Section 13.
9. Project Brain / Private Memory
9.1. The Service includes a per-customer project memory system (“Project Brain”) that retains context, decisions, and artifacts for your projects.
9.2. Project Brain content is private to your account. It is isolated per customer and per project.
9.3. Project Brain content is part of your Customer IP. You may review, correct, export, and request deletion of Project Brain content, subject to legal retention requirements.
9.4. DIVAI does not use one customer’s Project Brain or Customer IP, in raw or identifiable form, to serve, train, or inform another customer’s experience.
9.5. The Project Brain system itself is DIVAI Platform IP under Section 7. Its contents remain Customer IP under Section 6.
10. Privacy-Safe Generalized Learning
10.1. DIVAI may use information derived from the operation of the Service to improve the Service only if the information is irreversible, non-customer-specific, and non-reversible in form. This means aggregated or de-identified learnings that cannot be traced back to you, your organization, or your data.
10.2. DIVAI never uses raw private content, Customer IP, or Project Brain content for generalized training or improvement.
10.3. ** Draft item pending confirmation before activation.**
11. Customer Responsibilities and Consequential-Action Approvals
11.1. You are responsible for your use of the Service and for compliance with applicable law.
11.2. You are responsible for your business decisions, including decisions informed by the Service or by Generated Output. Human review of important outputs is recommended before you rely on them.
11.3. The Service will request your explicit approval before taking high-risk or consequential external actions on your behalf, including payments, publishing content, destructive actions, and sending messages to third parties. When you approve such an action, you are responsible for the approved action and its consequences, subject to Section 19.
11.4. You must ensure that your instructions and approvals to the Service are lawful and authorized.
12. Acceptable Use
12.1. You must comply with the DIVAI Acceptable Use Policy (“AUP”), which is incorporated into these Terms by reference.
12.2. DIVAI may suspend or restrict abusive, unlawful, fraudulent, risky, or unpaid use, with notice where appropriate. DIVAI may terminate accounts for material or repeated violations.
13. AI Output Disclaimers
13.1. AI-generated outputs may contain errors. Outputs may be inaccurate, incomplete, or outdated. Outputs are not guaranteed to be error-free.
13.2. Outputs are informational. They do not constitute legal, financial, medical, or other professional advice.
13.3. You remain responsible for your consequential business decisions. DIVAI recommends that a qualified human review important outputs before you rely on them.
14. Third-Party Providers
14.1. DIVAI selects its underlying AI models and infrastructure providers internally. You contract with DIVAI only. DIVAI remains responsible for the performance of the Service.
14.2. Required disclosures of subprocessors remain available as described in the Privacy Policy.
14.3. Third-party services that you choose to connect to the Service are governed by their own terms. DIVAI is not responsible for third-party services you use.
15. Privacy
15.1. The DIVAI Privacy Policy describes how DIVAI collects, uses, and protects personal information. It is incorporated into these Terms by reference.
15.2. DIVAI does not sell personal data.
15.3. Phase 1 of the Service contains no third-party advertising.
15.4. Marketing communications are sent only with your opt-in consent. Every marketing message includes an unsubscribe mechanism.
16. Feedback
16.1. If you submit suggestions or feedback about the Service, DIVAI may use that feedback to improve the Service without restriction or compensation to you.
16.2. Feedback use will not place your private content, Customer IP, or Project Brain content into any global or cross-customer training process.
17. Confidentiality
17.1. Each party agrees to protect the other party’s non-public information with reasonable care and to use it only to perform under these Terms.
17.2. Confidentiality obligations do not apply to information that is public, independently developed, already known without duty of confidence, or rightfully received from a third party.
17.3. A party may disclose confidential information when required by law, with notice to the other party where lawful.
18. Warranties Disclaimer
18.1. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIVAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
18.2. Nothing in this Section limits any warranty or right that applicable law does not permit DIVAI to disclaim or limit, including mandatory non-waivable consumer rights.
19. Limitation of Liability
** Draft item pending confirmation before activation.**
19.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIVAI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA.
19.2. DIVAI’s total aggregate liability for all claims relating to the Service will be capped at an amount to be determined by counsel. ** Draft item pending confirmation before activation.**
19.3. This Section does not limit liability that applicable law does not permit DIVAI to limit, including mandatory non-waivable consumer rights.
20. Indemnification
** Draft item pending confirmation before activation.**
20.1. Drafted structure for counsel review: You agree to indemnify DIVAI against claims arising from your Customer IP, your unlawful use of the Service, and external actions you approve under Section 11, in each case to the extent permitted by law.
20.2. Whether DIVAI will offer an intellectual-property infringement indemnity, and its scope and remedy structure, is open for counsel decision.
20.3. Indemnification procedure (notice, control of defense, cooperation) will be drafted with counsel.
21. Suspension and Termination
21.1. These Terms apply while you use the Service.
21.2. You may stop using the Service and close your account at any time.
21.3. DIVAI may suspend or terminate access for material breach, AUP violations, abusive or fraudulent activity, legal risk, or non-payment, with notice where appropriate.
21.4. Suspension and read-only limitations related to failed payments follow the Billing, Subscription and Credit Policies document. DIVAI does not delete your account or data merely because a payment failed.
21.5. On termination, your right to use the Service ends. Return or deletion of Customer IP and Project Brain content follows the Privacy Policy. Accrued payment obligations survive.
21.6. The following sections survive termination: Sections 6 through 10 (IP), 17 (Confidentiality), 18 through 20 (disclaimers, liability, indemnification), and 22 (Dispute Resolution).
22. Dispute Resolution and Governing Law
** Draft item pending confirmation before activation.**
22.1. Governing law. These Terms are governed by the laws of the State of Alaska, to the maximum lawful extent, without regard to conflict-of-laws rules. This choice of law does not deprive you of mandatory non-waivable consumer protections under the law of your place of residence where those protections apply by law.
22.2. Individual arbitration (United States). For customers in the United States, disputes will be resolved by binding individual arbitration, except as stated in Sections 22.3 and 22.4. The arbitration will be conducted on an individual basis only. Class, collective, and representative actions are waived to the extent permitted by law. ** Draft item pending confirmation before activation.**
22.3. Small-claims carve-out. Either party may bring an individual claim in small-claims court if the claim qualifies.
22.4. Urgent-relief carve-out. Either party may seek urgent injunctive or equitable relief in court for claims involving intellectual property, security, or confidentiality, without first completing arbitration.
22.5. Opt-out. You may opt out of the arbitration agreement by sending written notice to legal@divai.ai within 30 days after you first accept these Terms. ** Draft item pending confirmation before activation.**
22.6. Mandatory local rights preserved. Nothing in this Section limits mandatory non-waivable rights you may have under the consumer-protection law of your place of residence. Where local law makes any part of this Section unenforceable, that part does not apply to you, and the remainder continues to apply.
23. International Users and Sanctions
23.1. The Service is available globally where lawful.
23.2. DIVAI may restrict access in regions subject to sanctions or export controls, regions where supported payment methods are unavailable, or regions where legally required controls are not yet implemented.
23.3. You represent that you are not located in, organized in, or a resident of a comprehensively sanctioned jurisdiction, and that you are not on any applicable sanctions or export-control list.
23.4. You must comply with all applicable sanctions and export-control laws in your use of the Service and of Generated Output.
24. Changes to These Terms
24.1. DIVAI may update these Terms. For material changes, DIVAI will provide reasonable advance notice and will require your renewed acceptance before the change takes effect for your account.
24.2. If you do not agree to updated Terms, you must stop using the Service and close your account.
24.3. ** Draft item pending confirmation before activation.**
25. General
25.1. Assignment. You may not assign these Terms without DIVAI’s written consent. DIVAI may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, with notice to you.
25.2. Force majeure. DIVAI is not liable for delays or failures caused by events beyond its reasonable control.
25.3. Notices. DIVAI may provide notices by email to your account address or by posting within the Service. You may provide notices to DIVAI at legal@divai.ai.
25.4. Entire agreement. These Terms, together with the incorporated documents, are the entire agreement between you and DIVAI about the Service.
25.5. Severability. If a provision of these Terms is found unenforceable, the remaining provisions continue in effect.
25.6. No waiver. A failure to enforce a provision is not a waiver of that provision.
25.7. Controlling language. This English text is the canonical source for translations. ** Draft item pending confirmation before activation.**
26. Contact
26.1. DIVAI LLC — contact for legal notices: legal@divai.ai.
26.2. Website: divai.ai. Application: app.divai.ai.
26.3. ** Draft item pending confirmation before activation.**