These Standard Customer Terms (“Terms”) govern services provided by Deplyr Corp, doing business as Delta Adaptive Systems (“Company”), to the customer identified in an applicable Order Form (“Customer”). These Terms are incorporated into each Order Form that references them.
1. Agreement and order of precedence
These Terms, the applicable Order Form, and any subsequently executed Change Orders form the agreement between Company and Customer for the Tool and related Services. “Order Form” means a written order signed by both parties that identifies a Tool, its scope, fees, subscription term, and any special terms. “Change Order” means a written amendment signed by both parties that changes an Order Form or the agreed scope of a Tool.
If the documents conflict, a Change Order controls for the change it expressly addresses, followed by the applicable Order Form, followed by these Terms. A conflicting document controls only if it expressly identifies the provision it replaces or modifies.
2. Tools and Services
A “Tool” is the custom software, workflow, integration, automation, portal, report, application, or other deliverable identified in an Order Form. The “Services” include the development, hosting, operation, maintenance, support, integration, and other services expressly described in an Order Form or Change Order.
Services are offered for business use and are not intended for personal, family, or household use. No Tool, Service, delivery date, support commitment, or other obligation applies unless it is included in an Order Form, Change Order, or these Terms.
3. Scope of functionality
The functionality Company is obligated to provide for a Tool is determined by the applicable Order Form, together with any subsequently executed Change Orders.
Demonstrations, discussions, emails, mockups, concepts, proposals, verbal statements, feature suggestions, or other communications do not expand the agreed scope unless expressly incorporated into an Order Form or Change Order. Functionality not reasonably described in an applicable Order Form or executed Change Order is outside the agreed scope.
4. Customer cooperation and delivery
Customer will provide timely access, decisions, information, test data, credentials through approved secure methods, and other cooperation reasonably needed to deliver the Services. Customer is responsible for the accuracy and completeness of the materials and instructions it provides.
Delivery dates and estimates depend on that cooperation and on the continued availability and behavior of Customer-selected third-party systems. A delay, unavailable dependency, or change in scope may affect the delivery schedule. “Go-Live” means the date a Tool is first made available to Customer for production use, unless the applicable Order Form defines a different date or acceptance process.
5. Fees and pricing
Fees for Company’s Services are determined individually based on the applicable Tool, project, scope, functionality, integrations, operational requirements, support requirements, infrastructure requirements, and other relevant considerations.
The development fee, recurring Subscription Fee, and any other applicable charges will be stated in the applicable Order Form or Change Order. No fee applies to a project unless agreed in the applicable Order Form or Change Order.
Unless otherwise stated in an Order Form, recurring Subscription Fees are invoiced in advance and begin on Go-Live. ACH is Company’s preferred payment method. Company may also accept credit card or other approved payment methods. Invoices are due within fifteen (15) days unless otherwise specified in the applicable Order Form.
Customer is responsible for accurate billing information, applicable taxes, and fees charged by its financial institution. Company may suspend paid Services for an overdue undisputed amount after providing reasonable notice.
6. Subscription Fees and scope changes
The Subscription Fee stated in an Order Form applies to the Tool within its agreed scope. Company will not increase the Subscription Fee during an applicable committed subscription term solely because Company underestimated the routine support required for the Tool as originally scoped.
If Customer requests a Change Order that materially expands the Tool’s functionality, integrations, infrastructure requirements, complexity, or ongoing maintenance or support requirements, Company may propose a revised Subscription Fee as part of that Change Order. Any revised Subscription Fee must be disclosed before Customer approves the change.
Company may voluntarily reduce a Subscription Fee at renewal or at another time in Company’s discretion.
7. Defects and Bugs
A “Defect” or “Bug” means a reproducible failure of a Tool to materially perform functionality expressly described in the applicable Order Form or an executed Change Order. During an active paid subscription, Company will correct true Defects without additional development fees.
A requested behavior, feature, workflow, integration, condition, capability, or other functionality that is not included in the applicable Order Form or an executed Change Order is not a Defect merely because Customer expected, assumed, desired, or later determined that the Tool should include such functionality.
For example, the absence of a feature, workflow, automation, validation rule, integration, report, condition, or other functionality not included in the agreed scope will generally constitute a feature request or scope change rather than a Defect. Such requests may be subject to additional development fees and may require a Change Order.
Company will reasonably determine whether a reported issue constitutes a Defect, a support matter, or a request for additional functionality.
8. Minor Changes
If an Order Form includes Minor Changes, a “Minor Change” means a limited modification to existing functionality that does not materially introduce new application logic or expand what the Tool does.
Examples of Minor Changes may include:
- moving or resizing an existing user interface element;
- changing copy, labels, instructions, or other text;
- changing visual formatting;
- modifying an existing template;
- changing the contents of an existing email or notification template;
- adding, removing, or renaming options in an existing dropdown where the underlying application logic remains substantially unchanged; or
- comparable modifications to existing functionality.
Changes introducing new application logic will generally not be considered Minor Changes. Examples may include:
- adding new conditional behavior;
- introducing a new workflow, automation, or approval process;
- adding a new integration, software system, API, or data source;
- creating materially new processing or reporting behavior; or
- otherwise expanding the Tool beyond its agreed functionality.
Company will determine in good faith and in its reasonable discretion whether a requested change qualifies as a Minor Change. Minor Changes are separate from Defects: a Defect concerns agreed functionality that does not materially work, while a Minor Change concerns agreed functionality that works but that Customer wants adjusted. Materially new functionality requires a Change Order.
9. Accounts and workspaces
Customer and its workspace administrators control which authorized users may access a workspace and its Tools. Customer will provide accurate account information, protect account credentials, prohibit account sharing, and promptly notify Company if it believes an account or device has been compromised.
Customer is responsible for its authorized users, workspace administrators, permissions, and timely removal of access when a person no longer needs it. A third-party identity service may also apply its own terms and privacy practices.
10. Acceptable use
Customer will not, and will not permit an authorized user to:
- violate applicable law or another person’s rights;
- upload or process information Customer does not have the right to use or share;
- access another customer’s workspace, data, account, device, or system without authorization;
- bypass access controls, permissions, usage limits, or security measures;
- introduce malware or interfere with the availability or integrity of the Services;
- probe, scan, reverse engineer, or test the Services except as permitted by law or expressly authorized by Company; or
- resell, sublicense, or provide the Services to an unauthorized third party.
Automated activity is permitted only through features, integrations, APIs, or service accounts that Company or Customer has authorized.
11. Customer Data
Customer retains its rights in the records, files, instructions, and other information submitted to its workspaces and Tools (“Customer Data”). Customer grants Company a limited right to host, copy, process, transmit, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, and support the Services; follow Customer’s authorized instructions; and comply with law.
Customer is responsible for the accuracy, legality, and quality of Customer Data and for obtaining any notices, permissions, or consents needed to use it. Company’s collection and use of personal information is described in the Delta Adaptive Systems Privacy Policy.
12. Regulated and sensitive data
The Services are not authorized for protected health information (“PHI”), patient records, or other regulated data requiring a special written agreement unless Company expressly authorizes that use in a separate signed agreement.
Customer will not place passwords, private keys, payment-card information, bank-account credentials, or other authentication secrets inside workspace records, support requests, or Tool inputs unless a specific feature expressly requests that information through an approved secure flow.
13. Third-party services and local capabilities
A Tool may connect to systems selected by Customer. Customer is responsible for authorizing those connections, complying with third-party terms, and confirming that connected data may lawfully be used. Company does not control and is not responsible for third-party services.
If Company provides desktop software, Company grants Customer a limited, non-exclusive, non-transferable right for authorized users to install and use that software with the Services. Customer is responsible for its equipment, networks, drivers, connected systems, and physical safety. Local files, devices, networks, and other computer capabilities may be accessed only when Customer has authorized the applicable feature.
14. Intellectual property
Company and its licensors retain all rights in the Services, including the platform, desktop software, templates, reusable components, documentation, designs, code, methods, and general know-how. Except for the limited rights needed to use the Services, no rights are transferred under these Terms.
Company may use feedback and suggestions without restriction or payment, provided Company does not publicly identify Customer or disclose Customer Data without permission.
15. Confidentiality
Each party may receive nonpublic information that a reasonable person would understand to be confidential. Each party will use such information only for the relationship, protect it using reasonable care, and disclose it only to people who need it and are subject to appropriate confidentiality obligations. These restrictions do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.
A party may disclose confidential information when legally required after providing notice when legally permitted.
16. Service operation and support
Company may maintain, update, and improve the Services without reducing the material functionality expressly required by an active Order Form. Company will use reasonable efforts to keep the Services available and respond to support requests, but these Terms do not provide guaranteed uptime, response times, resolution times, or other service levels unless an Order Form expressly states them.
Company may establish reasonable technical and usage limits to protect the Services, Customer, other customers, and infrastructure.
17. Suspension and termination
Company may suspend access when reasonably necessary to address a security risk, unlawful activity, harm to the Services or another customer, nonpayment, or a material breach of the agreement. When practical, Company will provide notice and an opportunity to correct the issue.
Either party may end the relationship as permitted by its written commitments. Upon termination, access to the Services may end. Customer should request any reasonably available export of Customer Data before access ends. Company may retain information when required by law, needed to resolve disputes, or maintained temporarily in protected backups.
18. Disclaimers
EXCEPT FOR COMPANY’S EXPRESS OBLIGATION TO CORRECT DEFECTS UNDER THESE TERMS OR AN EXPRESS WARRANTY IN AN ORDER FORM, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY CUSTOMER PROCESS, DEVICE, OR THIRD-PARTY SYSTEM.
NOTHING IN THIS SECTION LIMITS COMPANY’S EXPRESS DEFENSE AND INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT CLAIMS UNDER SECTION 20.
19. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF $100 OR THE FEES CUSTOMER PAID TO COMPANY FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY WHERE THEY ARE PROHIBITED BY LAW.
20. Indemnification
Customer will defend and indemnify Company and its personnel from a third-party claim arising from Customer Data, Customer’s violation of law or the agreement, or Customer’s unauthorized use of a third-party service, device, network, or intellectual property. Company will provide prompt notice and reasonable cooperation, and Customer may control the defense so long as a settlement does not admit fault by or impose a nonmonetary obligation on Company without Company’s consent.
Company will defend Customer against a third-party claim alleging that a Tool, as supplied by Company and used by Customer as authorized under the agreement, infringes that third party’s intellectual property rights. Company will indemnify Customer against damages and costs finally awarded against Customer by a court, or amounts payable under a settlement approved in writing by Company, resulting from that claim. This obligation does not apply to the extent a claim arises from Customer Data or modifications to the Tool that Company did not make or authorize.
Customer will promptly notify Company of the claim and provide reasonable cooperation at Company’s expense. Company may control the defense and settlement, but may not agree to a settlement that admits fault by or imposes a nonmonetary obligation on Customer without Customer’s written consent.
Company’s obligations under this Section are subject to Section 19. Company has no contractual obligation to defend or indemnify Customer against any claim other than an infringement claim expressly covered by this Section.
21. Governing law and disputes
These Terms are governed by California law, without regard to conflict-of-law rules. Any dispute must be brought in the state or federal courts located in Sacramento County, California, and each party consents to those courts.
22. Changes to these Terms
Company may update these Terms from time to time by publishing a revised version at this page and updating the effective date. Unless otherwise expressly agreed in writing, revisions published after the execution of an Order Form will not modify the terms governing that existing Order Form.
23. General terms
Neither party may assign the agreement without the other party’s consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets. Neither party is liable for a delay caused by events beyond its reasonable control. If any provision is unenforceable, the remaining provisions remain effective. A failure to enforce a provision is not a waiver.
The applicable Order Form, these Terms as in effect on the date the Order Form was executed, and any executed Change Orders are the entire agreement concerning the Tool and Services. Any amendment must be in writing and signed by both parties unless these Terms expressly provide otherwise.
24. Contact
Questions about these Terms may be sent to joe@deplyr.com.