These Terms of Service (“Terms”) govern access to and use of Delta Adaptive Systems, a business software platform operated by Deplyr Corp (“Deplyr,” “we,” “us,” or “our”). By accessing or using Delta Adaptive Systems, you agree to these Terms. If you use Delta Adaptive Systems for a company or other organization, you represent that you are authorized to accept these Terms on its behalf.
1. Delta Adaptive Systems services
“Delta Adaptive Systems” or the “Services” includes the das.dev website, the Delta Adaptive Systems portal, customer workspaces, custom workflow tools, related integrations and APIs, and any Delta Adaptive Systems desktop software or professional assistance Deplyr provides. Delta Adaptive Systems is offered for business use and is not intended for personal, family, or household use.
Customer-specific features, project scope, fees, and delivery expectations may be confirmed in separate written communications or agreements. If a separate written agreement signed by Deplyr conflicts with these Terms, the separate agreement controls for that conflict.
2. Accounts and workspaces
Customers and their workspace administrators control which authorized users may access a workspace and its tools. You must provide accurate account information, protect your credentials, and promptly notify Deplyr if you believe an account or device has been compromised. Accounts may not be shared by multiple people.
A customer is responsible for its authorized users, workspace administrators, permissions, and timely removal of access when a person no longer needs it. Where Delta Adaptive Systems supports single sign-on or another third-party identity provider, that provider may also apply its own terms and privacy practices.
3. Customer responsibilities
You agree not to use the Services to:
- violate applicable law or another person’s rights;
- upload or process information you do 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 Deplyr; 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 Deplyr or the customer has authorized.
4. Customer data
Customers retain their rights in the records, files, instructions, and other information submitted to their workspaces and tools (“Customer Data”). You grant Deplyr 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 your authorized instructions; and comply with law.
You are responsible for the accuracy, legality, and quality of Customer Data and for obtaining any notices, permissions, or consents needed to use it. Our collection and use of personal information is described in the Delta Adaptive Systems Privacy Policy.
5. Regulated and sensitive data
Delta Adaptive Systems is not currently offered under a Business Associate Agreement and is not authorized for protected health information (“PHI”) or patient records. Do not submit PHI or other regulated data requiring a special written agreement unless Deplyr has expressly authorized that use in a separate signed agreement.
Do 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 Delta Adaptive Systems feature expressly requests that information through an approved secure flow.
6. Fees and ACH payments
Fees are communicated separately for each customer or engagement and are invoiced by Deplyr. Payments are made by ACH according to the due date and instructions on the applicable invoice or other written communication. Delta Adaptive Systems does not use recurring credit-card subscriptions.
Customers are responsible for accurate billing information, applicable taxes, and bank fees they incur. Deplyr may suspend paid Services for an overdue undisputed amount after providing reasonable notice.
7. Custom tools and third-party services
Custom tools may connect to systems selected by a customer. The customer is responsible for authorizing those connections, complying with third-party terms, and confirming that the connected data may lawfully be used. Deplyr does not control and is not responsible for third-party services.
Delivery estimates depend on the customer providing timely access, decisions, information, test data, and cooperation. Changes to requested scope, connected systems, or requirements may affect timing and fees.
8. Desktop software and local capabilities
If Deplyr provides Delta Adaptive Systems desktop software, it grants the customer a limited, non-exclusive, non-transferable right for authorized users to install and use that software with the Services. Local files, devices, networks, and other computer capabilities may be accessed only when the user or customer has authorized the applicable Delta Adaptive Systems feature.
Customers are responsible for their equipment, networks, drivers, connected systems, and physical safety. Users may not use desktop capabilities to access a device, network, file, or system without permission.
9. Deplyr intellectual property
Deplyr and its licensors retain all rights in Delta Adaptive Systems, including the platform, shell, 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.
Deplyr may use feedback and suggestions without restriction or payment, provided it does not publicly identify the customer or disclose Customer Data without permission.
10. 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.
11. Service operation and support
Deplyr may maintain, update, improve, or change the Services. We use reasonable efforts to keep Delta Adaptive Systems available and to respond to support requests, but these Terms do not provide guaranteed uptime, response times, resolution times, or other service levels.
Deplyr may establish reasonable technical and usage limits to protect the Services, customers, and infrastructure.
12. Suspension and termination
Deplyr 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 these Terms. When practical, Deplyr 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. Customers should request any reasonably available export of Customer Data before access ends. Deplyr may retain information when required by law, needed to resolve disputes, or maintained temporarily in protected backups.
13. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEPLYR DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DEPLYR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY CUSTOMER PROCESS, DEVICE, OR THIRD-PARTY SYSTEM.
14. 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.
DEPLYR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF $100 OR THE FEES THE CUSTOMER PAID TO DEPLYR 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.
15. Indemnification
The customer will defend and indemnify Deplyr and its personnel from a third-party claim arising from Customer Data, the customer’s violation of law or these Terms, or the customer’s unauthorized use of a third-party service, device, network, or intellectual property. Deplyr will provide prompt notice and reasonable cooperation, and the customer may control the defense so long as a settlement does not admit fault by or impose a nonmonetary obligation on Deplyr without consent.
16. 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.
17. Changes to these Terms
Deplyr may update these Terms from time to time. We will update the effective date and provide reasonable notice of material changes through the Services or by email when appropriate. Continued use after the new effective date constitutes acceptance of the updated Terms.
18. General terms
Neither party may assign these Terms 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. These Terms and any controlling separate written agreement are the entire agreement concerning the Services.
19. Contact
Questions about these Terms may be sent to joe@deplyr.com.