Effective Date: May 8, 2025
Last Updated: May 8, 2025

Please read these Terms and Conditions ("Terms," "Terms of Service") carefully before using the website located at daphni.ai (the "Website") operated by Daphni.ai, a corporation incorporated and based in Los Angeles, California, United States ("us," "we," or "our"). These Terms govern your access to and use of the Website and the services we offer (collectively referred to as the "Services").
Your access to and use of this Website is conditional upon your acceptance of and compliance with these Terms. These Terms apply to all individuals, including but not limited to visitors, users (including all those acting on behalf of businesses), and others who wish to access and use the Website.
By accessing or using the Website or Services, you agree to comply with these Terms and Conditions. If you do not agree to any part of these Terms, please refrain from using our Website and Services.

1. Use of Services

Daphni.ai provides AI-powered advertisements and related creative services to businesses across various industries. By using our Website, you agree to abide by all applicable laws, regulations, and these Terms.

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website and Services for their intended purposes.

2. Prohibited Uses

You agree not to:

Impersonate any person or entity, including Daphni.ai, its employees, or affiliates.

Use the Website or Services for unlawful purposes or in a manner that could harm our business or other users.

Interfere with the functioning of the Website or attempt unauthorized access to our systems, servers, or databases.

Use automated systems, such as robots or spiders, to access or use the Website for any unauthorized purpose.

Upload or distribute any viruses, worms, or harmful software that may harm the Website or its users.

Engage in spamming, phishing, or other forms of unsolicited communications.

3. AI and Creative Content

AI-Generated Content: Daphni.ai uses artificial intelligence technologies to generate advertisements and other media for clients. By using our Services, you acknowledge and consent that the content provided to you may be AI-generated and that such content may be subject to ongoing improvements in our AI models, which could include the analysis of client data. All data used in the generation of such content is handled in accordance with our Privacy Policy.

Ownership: Unless otherwise expressly stated in a fully executed written agreement between the parties, all rights, title, and interest in and to any and all AI-generated content, creative assets, deliverables, and works created by Daphni.ai - including those developed by its employees, AI artists, contractors, or third-party contributors—shall remain the sole and exclusive property of Daphni.ai.

Clients shall acquire ownership rights in such content only upon (i) the execution of a written agreement that explicitly specifies the scope and nature of the ownership rights being transferred, and (ii) full receipt by Daphni.ai of all payments due under such agreement. Until both conditions are met, Daphni.ai retains all intellectual property rights and reserves the exclusive right to use, reproduce, distribute, display, or otherwise exploit the content.

Licensing Option: Where full ownership is not desired or granted, Daphni.ai may offer clients a limited license to use the content for specific purposes, durations, or media, as defined in a separate licensing agreement. All licensing terms, including scope, territory, duration, and associated fees, shall be detailed in writing and agreed upon by both parties prior to use. Absent such an agreement, no rights - express or implied - are granted.

AI Limitations: While we strive for high-quality results, AI-generated content may have limitations, including but not limited to inaccuracies, biases, or incomplete representations. Daphni.ai makes no warranties regarding the perfection of such content and disclaims liability for any issues arising from its use. Clients are responsible for thoroughly reviewing and approving all AI deliverables before use.

4. User Content

Users (including all those acting on behalf of a client) may upload materials such as logos, text, images, videos, and other creative assets to be included in advertisements created by Daphni.ai. Users retain ownership of any user-uploaded content but grant Daphni.ai a non-exclusive, royalty-free license to use, modify, and distribute such content as necessary to provide Services.

Users are solely responsible for ensuring that all content they upload is original and does not infringe upon third-party rights, including copyrights, trademarks, and intellectual property.

5. Limitation of Liability

To the fullest extent permitted by law, Daphni.ai shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from or related to your use of the Website or Services, even if we have been advised of the possibility of such damages.

This includes but is not limited to: errors, omissions, interruptions, delays in transmission, or loss of data, content, or profits.

6. Privacy

Your use of our Website is also governed by our Privacy Policy, which can be found [LINK TO PRIVACY POLICY PAGE]. We collect and process personal data in accordance with applicable privacy laws.

You consent to the collection and use of your data as described in the Privacy Policy.

7. Availability and Errors

We do not guarantee the availability, completeness, or accuracy of the information on the Website. We may update the Website and Services regularly, but there may be delays in processing or errors in content.

We reserve the right to modify or discontinue any part of the Services at our discretion.

8. Intellectual Property Rights

All content, software, and materials available on the Website, including but not limited to text, images, graphics, videos, AI-generated content, and works created by Daphni.ai's artists or other third-party contributors, are the property of Daphni.ai, its licensors, or the respective creators and are protected by intellectual property laws.

You agree not to copy, reproduce, modify, distribute, or display any part of the Website or Services without express written permission from Daphni.ai.

Trademarks: Daphni.ai’s logos, branding, and trademarks are the exclusive property of Daphni.ai and may not be used without permission.

Patents: If applicable, Daphni.ai reserves all rights to its patented technologies and processes, and such rights apply to any services or products developed under these patents.

9. Electronic Communications

By using our Services, you consent to receive communications from us electronically. We may communicate with you by email or through notices on the Website.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

10. Reviews, Comments, and User-Generated Content

You may submit feedback, reviews, and other content to us. By submitting such content, you grant Daphni.ai a non-exclusive, royalty-free, perpetual, and irrevocable license to use, modify, distribute, and display this content in connection with our Services.

You represent that your submissions do not violate the rights of third parties, including intellectual property rights.

11. Disclaimer of Warranties

All Services are provided "as is" and "as available," without any warranties, express or implied. Daphni.ai disclaims all warranties, including but not limited to the accuracy, reliability, or completeness of AI-generated content.

We do not warrant that the Website or Services will be uninterrupted or error-free.

12. Disputes and Applicable Law

These Terms are governed by the laws of the state of California, United States. Any disputes arising from these Terms shall be resolved in the competent courts in the state or federal courts located in Los Angeles County, California.

You agree to resolve disputes on an individual basis, and not as part of any class or representative action.

13. Indemnification

You agree to indemnify and hold Daphni.ai harmless from any claims, damages, or liabilities arising from your use of the Website or Services, including any violation of these Terms.

14. Changes to Terms

Daphni.ai reserves the right to update and modify these Terms at any time. We will post any changes on this page and update the "Last Updated" date. You are encouraged to review these Terms periodically.

15. Contact Us

If you have any questions about these Terms, please contact us at: info@daphni.ai