DELFI services: terms and conditions

These Terms and Conditions (“Terms”) form part of every commercial proposal, quotation, Production Order, work order, statement of work, invoice, confirmation, service or business relationship issued, accepted or performed by DELFI AI CORP (“DELFI”). The Client represents that it contracts exclusively for business or professional purposes, has sufficient capacity and authority, and has had the opportunity to review these Terms with its own advisers.

1. Acceptance, authority, documents and order of precedence

Acceptance may occur through a signature, electronic acceptance, confirmation email, purchase order, full or partial payment, shipment of garments or Inputs, instruction to begin, access to or use of deliverables, or any unequivocal conduct constituting performance. The person acting for the Client represents that they have full authority to bind it; the Client may not subsequently deny that authority as against DELFI.

In the event of a conflict, the following order of precedence applies: (i) the Production Order or SOW issued or expressly confirmed by DELFI; (ii) these Terms; and (iii) any other DELFI material. No Client terms—including purchase orders, supplier portals, vendor forms, policies, addenda, preprinted conditions, clickwraps or communications—will modify the agreement, even if DELFI receives them, signs them for administrative purposes, invoices, performs, accesses a portal or does not object. Only an expressly authorized officer of DELFI may accept an amendment, in writing and by specifically identifying the clause being replaced. Any prior reference to promotions, hourly guarantees, 72H schemes, quotas, automatic credits or legacy formulas is superseded unless expressly included in the current Order.

2. Definitions

“Content” means photos, videos, variants, assets or deliverables. “Standardized Production” means content that DELFI determines to be repeatable, priced per unit and subject to individual review. “Campaign Project” means any ad hoc creative production, hero production, multiscene production, launch production or production managed through stage approvals. “Produced Material” includes every result, attempt, rejected item, derivative, variant, composition, preview, output or file generated or modified by DELFI. “Input” includes garments, products, samples, images, references, faces, voices, names, logos, trademarks, instructions, briefs, data, files and any material supplied, indicated or approved by the Client. “Custom AI Model” means a virtual identity developed for a brand within DELFI’s workflows. “Book AI Models” means nonexclusive virtual identities predefined by DELFI. “Authorized Approver” means the person identified in the Order to issue binding instructions and approvals. “Eligible Objective Error” has the exhaustive meaning set out in clause 11. “Commercial Credit” means a nonrefundable, personal, nontransferable credit subject to the conditions determined by DELFI.

3. Formation of the Order, Authorized Approver and records

No request binds DELFI or reserves capacity until DELFI issues or confirms the Production Order in writing. DELFI may accept, reject, condition, requote or modify any request before that confirmation. When DELFI considers it necessary, the Order must identify services, quantities, billable SKUs, AI Models, settings, formats, base photos, logistics, extras, prices, minimums, estimated schedule, stages and Authorized Approver.

Every selection, approval, instruction or communication from the Authorized Approver or the official channel will be final, binding and attributable to the Client. The Client is exclusively responsible for its internal coordination and for consolidating a single, complete and noncontradictory set of feedback. If it does not designate an approver, DELFI may rely in good faith on any person who participates in the Order, uses the Client’s corporate domain, submits Inputs or presents themselves as authorized. DELFI’s logs, timestamps, versions, messages, deliveries, platform records and inventories will be presumed correct unless the Client demonstrates a manifest error.

4. Services, validation, scope and changes

Every SKU, product, material, Input, use and service is subject to DELFI’s prior and exclusive technical, operational, legal and commercial validation. Published prices apply only to expressly validated items. Before or during performance, DELFI may requote, reduce or reorder the scope, substitute technologies, exclude products, require additional Inputs, modify the workflow or reject requirements because of complexity, Input quality, safety, legality, availability, reputation, capacity or risk to DELFI or third parties.

The scope is strictly limited to the confirmed Order. Every additional or different requirement—including protagonists, scenes, formats, keyframes, base photos, brief changes, casting, styling, accessories, poses, acting, settings, compositions, complex materials or creative families—constitutes rescoping, requires DELFI’s express acceptance and may entail a new quotation, additional payment and rescheduling. DELFI is not required to perform changes until the corresponding additional payment has cleared.

5. Cancellation, suspension and termination

The Client may not cancel, reduce or suspend an Order without DELFI’s written authorization. Any cancellation or abandonment leaves payments, minimums, capacity reservations, setups, AI Models, Concierge, Input Mastering, Styling, work performed, committed costs and third-party expenses fully payable, except solely for the amount of a discarded unit entitled to a refund under clause 10. Amounts paid are nonrefundable except in that case. DELFI may, in its sole discretion and without creating a precedent, issue a partial Commercial Credit.

DELFI may reject, suspend, limit or terminate any Order, access, license or relationship, in whole or in part and without liability, in the event of nonpayment or lack of cooperation, delays, deficient Inputs, contradictory instructions, technical, credit, legal, regulatory, reputational, security, capacity or third-party risk, or any actual or reasonably suspected breach. Suspension or termination does not release the Client from any accrued amount or prevent DELFI from withholding deliverables, garments, access or licenses to the fullest extent permitted.

6. Intellectual property, technology and AI Models

To the extent such rights exist and may be attributed, DELFI retains all rights, title and interests in its technology, software, tools, prompts, pipelines, configurations, libraries, weights, parameters, processes, know-how, criteria, workflows, learnings, improvements, Produced Material, rejected items, derivatives, compositions, virtual identities, visual systems and underlying elements. No payment transfers source files, models, prompts, configurations or ownership of technology. The Client retains only the preexisting rights it legitimately holds in its trademarks, logos, products and Inputs.

Book AI Models are nonexclusive. Exclusivity for a Custom AI Model covers only its exact visual identity and specific configuration; it does not cover age, body, ethnicity, hair, styling, acting, archetypes or general traits. It lasts twelve (12) months from final approval and is renewable only through DELFI’s written confirmation, provided the account is current and the Client meets the minimum volume established by DELFI. DELFI may modify, suspend, replace or withdraw any AI Model for technical, legal, reputational or third-party reasons. Perpetual availability or the absence of coincidental resemblances is not guaranteed. Updates, retraining and changes are quoted separately.

7. Concierge, merchandise, logistics, storage and abandonment

This clause applies when the Client contracts the CONCIERGE service option. CONCIERGE is not mandatory for the CO-MANAGED service option. All merchandise, samples, accessories, footwear, packaging or physical goods are transported, held, handled and returned at the Client’s exclusive expense and risk, including while in the physical possession or control of DELFI, its affiliates, suppliers or carriers. DELFI does not assume the role of insurer, depositary, guardian or guaranteed custodian and, to the fullest extent permitted, is not liable for loss, theft, misplacement, delay, damage, stains, moisture, wear, deformation, deterioration, packaging failures or logistical contingencies.

The Client must declare the value, obtain all-risk insurance, and prepare, pack, identify and document the merchandise. Alternatively, and only if a total exclusion is invalid, any liability for physical goods will be limited to the lesser of the value declared in writing before collection and the Concierge fees actually paid for those goods. DELFI’s inventory will be deemed correct unless specifically disputed within twenty-four (24) hours of its communication.

After the first failed collection or return attempt, the Client will bear transportation, waiting time, a second attempt, packaging, storage and all additional expenses. Thirty (30) days after notice of availability or a failed return, the merchandise will be deemed abandoned and DELFI may, without liability, return it by any means, relocate, store, donate, recycle, sell or destroy it. Costs and risks will be borne by the Client; any proceeds may be applied to outstanding amounts and any remaining balance will be remitted only if required by law.

8. Client obligations, legal review and personal data

The Client must provide complete, correct, final and timely information, garments, Inputs, packing lists, briefs, guidelines, approvals and cooperation. It warrants that it holds all necessary rights, consents, licenses, legal bases and authorizations for the Inputs, products, trademarks, persons, faces, voices, names and instructed uses. It may not submit sensitive data or information or images of minors without DELFI’s prior express acceptance.

The Client authorizes DELFI, its affiliates and subprocessors to collect, use, host, reproduce, transform, transfer internationally, retain and process Inputs and data to provide, protect, administer, audit and improve services, technologies and workflows, subject to applicable law and any expressly executed DPA. DELFI may reject data, require a DPA and retain records for operational, legal, security, audit or defense purposes.

Before publication, the Client is exclusively responsible for reviewing and approving product accuracy, fit, color, logos, claims, labeling, AI disclosure, intellectual property, image rights, privacy, advertising, consumer matters, platform and marketplace policies, and requirements of the country of use. DELFI does not provide legal advice or perform legal clearance. Publication or exploitation confirms that the Client has performed all checks and fully assumes the consequences.

9. Prices, taxes, invoicing and payment

All prices are stated in United States dollars unless expressly indicated otherwise and exclude taxes, VAT, withholdings, tax collections, bank fees, exchange costs, transaction charges and levies. The Client will bear all of them. If withholding is mandatory, it will make the necessary gross-up so that DELFI receives the full net amount.

The standard rule is one hundred percent (100%) upfront payment, actually cleared before any reservation, setup, preparation, collection or production. Payments are irrevocable, noncancelable and nonrefundable, except for the refund expressly provided in clause 10 for eligible units discarded before requesting a third revision; they must be made without offset, deduction, withholding, counterclaim or set-off. Each additional revision block must be paid in full before performance. DELFI may accept exceptions to advance payment in writing; absent DELFI’s express subsequent confirmation, such exceptions automatically extinguish guarantees, the approval regime, the right not to pay, credits, replacements and benefits.

Every invoice will be deemed correct and accepted unless specifically disputed within three (3) business days of issuance. Late payment will accrue interest at the maximum rate permitted by law, plus collection expenses and legal fees. Any chargeback, reversal, payment dispute or attempted offset constitutes a material breach, immediately suspends licenses and guarantees, accelerates all present and future amounts, and entitles DELFI to suspend all related accounts, affiliates and Orders. The Client will reimburse DELFI for all reasonable costs of collection, enforcement and defense.

10. Special “pay for what is approved” regime

Any reference to “pay for what is approved,” “do not pay for what is generated” or equivalent wording is a conditional commercial benefit, not a general right to satisfaction. It applies exclusively to the initial cycle of Catalog and Concept Photos and Videos sold per unit and confirmed by DELFI as eligible within Standardized Production. That cycle comprises the first delivery and up to two (2) revisions per unit or variant. It requires that: (i) one hundred percent (100%) of the order has cleared before work begins; (ii) the Client has fully and timely complied with its obligations; (iii) there is no late payment, chargeback, unpaid balance, dispute or breach; and (iv) DELFI has expressly maintained eligibility.

If the Client does not approve a unit because of an Eligible Objective Error whose existence and classification are determined exclusively by DELFI, it may discard that unit during or at the end of the initial cycle, provided it has not requested a third revision. In that case, production of that unit is abandoned, no further corrections are performed, and DELFI refunds the amount paid for that unit. The refund is monetary, not a commercial credit, and does not cover other services, expenses, fixed charges or units in the order. Discarding the unit does not permit its use or entitle the Client to a replacement or new attempts free of charge.

If any of those conditions fails, the regime is lost entirely, automatically, irrevocably and retroactively, even if DELFI has started, delivered or accepted an accommodation. All Produced Material will be billable and payable, whether approved, commented on, rejected, used or not. The regime does not apply to Campaign Projects, AI Models, Concierge, Input Mastering, Styling, setups, minimums, reservations, scenes, base photos, extras, expenses or fixed charges, unless expressly included.

Approved units consume the contracted balance. Disapproval based on subjective preferences, changes of criteria, Inputs, approved decisions or ineligible grounds does not avoid the charge or create a refund entitlement. Use, publication, distribution, exploitation or a chargeback concerning any unit constitutes full acceptance and forfeiture of all remedies.

From the moment the Client requests a third revision, it irrevocably agrees to pay for the initial cycle and all additional blocks it contracts for that unit, even if none achieves the desired result or is approved. From that request onward, the guarantee and right not to pay or to receive a refund cease to apply to every cycle of that unit, including the last contracted block; they are not reinstated by subsequent rejection or abandonment. This rule affects only the unit whose continuation is requested and does not, by itself, eliminate the guarantee for other eligible units in the order.

11. Review, Eligible Objective Error, exclusive remedy and rework

The Client will have three (3) business days from each delivery or batch to submit a single set of consolidated, specific and substantiated comments through the official channel. Silence, use, downloading for exploitation, publication, distribution or express approval constitutes irrevocable acceptance.

For Catalog and Concept Photos and Videos, each final photo or video, including each variant, individually includes the first delivery and a maximum of two (2) correction rounds. The first delivery does not consume a round. Each round comprises all comments on one unit and one corrected delivery; it is counted per unit, not per comment, SKU or batch. Each completed round consumes one revision even if it does not resolve the reported error or introduces another. Once the two rounds have been exhausted, the unit must either be discarded under clause 10 or an additional block must be contracted.

Each additional block includes a maximum of two (2) revisions: the first block covers the third and fourth; the next, the fifth and sixth; and so on. Each block is charged as a new unit of the same service, at the list price in effect when requested, with payment in full before execution. If the rate is published for a set of variants, the amount applicable to the unit for which continuation is requested must be expressly identified in the block confirmation before it is contracted. Amounts already paid for the initial cycle are not charged twice. Contracted blocks are fully chargeable and nonrefundable even if the Client uses only one revision, abandons the unit or does not approve the result, in accordance with clause 10.

Any approval or instruction regarding the brief, casting, AI Model, styling, footwear, accessories, acting, poses, framing, crops, references, settings, Inputs, variants or any criterion permanently closes that stage. Campaign production includes one consolidated round per stage unless the Order provides otherwise. Additional rounds, a change of contact person, contradictions or subsequent changes constitute rescoping entirely at the Client’s expense.

An “Eligible Objective Error” exists only when DELFI determines, in its sole discretion, that the final result contains: (i) a file that is corrupt, incomplete or materially different in quantity, format, duration or resolution from what was expressly confirmed; (ii) a manifestly different SKU for a reason exclusively attributable to DELFI; (iii) omission of a mandatory element that was expressly confirmed, provided on time and technically compatible; or (iv) a severe, manifest and indisputable visual artifact that makes the piece commercially unusable under normal viewing conditions. These do not include aesthetic preferences, color or detail under extreme inspection, changes in taste, casting, acting, pose, hands, expression, styling, accessories, composition, lighting, background, crop, narrative, nonfinal Inputs, omitted requests, reinterpretations or deviations attributable in whole or in part to the Client or third parties.

Catalog and Concept Photos and Videos are governed by the revision limits in this clause and the discard, refund and payment conditions in clause 10.

For other services, once an Eligible Objective Error has been confirmed, the Client’s sole and exclusive remedy will be, at DELFI’s sole election: adjustment, re-rendering, reproduction one time only, replacement of the unit or issuance of a Commercial Credit, without changing the Campaign stage-approval system. Except for the refund expressly provided in clause 10, there is no right to a cash refund, unlimited attempts, damages, reduction of other invoices, suspension of payments or replacement of entire batches. Every Commercial Credit expires after ninety (90) days, is personal, nontransferable, noncumulative, not convertible into cash and applicable only to future content DELFI considers eligible. Any goodwill concession creates no precedent or acknowledgment.

12. Timing, third-party dependencies and force majeure

Timeframes are estimates and begin only when DELFI considers all prerequisites complete. DELFI assumes no SLA or fixed date unless specifically committed to in writing. Delays or inability to perform related directly or indirectly to changes, approvals, Inputs, complexity, capacity, providers, AI services, cloud services, APIs, internet, power, logistics, cyber incidents, regulation, governmental acts, labor disputes, war, epidemics, disasters, third-party failures or any event beyond DELFI’s reasonable control will not constitute a breach.

DELFI may extend timeframes, reorder priorities, substitute technologies or providers, modify the workflow, suspend or cancel. If DELFI grants any relief for force majeure or third-party unavailability, it will consist exclusively of a Commercial Credit determined by DELFI; no damages or mandatory refund will be payable. Urgent or fast-track requests require express acceptance and may result in charges and scope reductions.

13. Client license and use restrictions

Subject to full payment and ongoing compliance, DELFI grants the Client a limited, worldwide, nonexclusive, revocable, nontransferable and nonsublicensable license to use the final approved and paid Content on its own channels. Agencies, marketplaces and platforms may use it exclusively on behalf of and for the benefit of the Client, without acquiring rights of their own. The license is automatically suspended upon late payment, a chargeback, breach or termination for cause.

The Client may not, directly or indirectly: train or fine-tune AI systems with the Content or Produced Material; extract, infer or reconstruct models, identities, prompts or configurations; reverse engineer; clone AI Models; resell, license, sublicense, market as stock, transfer to another brand or use to develop or benefit a DELFI competitor; remove watermarks, metadata or technical identifiers; or use unapproved or unpaid material. No license is granted over discarded material, previews, technology, AI Models, internal files or underlying elements.

14. Promotional use and confidentiality

The Client grants DELFI, its affiliates and successors a nonexclusive, irrevocable, worldwide, royalty-free, sublicensable and indefinite right to use, reproduce, edit, adapt, display and communicate Produced Material and the Client’s name, trademarks and logos for portfolio, marketing, demos, case studies, PR, proposals, social media, investor, sales and business-development purposes. This right prevails over any confidentiality obligation, except for a specific prohibition accepted in writing by a DELFI officer.

DELFI may share information with affiliates, employees, contractors, subprocessors, providers, advisers, insurers, financing parties, investors, potential acquirers and authorities, and may use aggregated, anonymized and residual information and nonidentifiable learnings to improve its services. DELFI’s confidentiality obligations are limited to nonpublic information reasonably identified as confidential, for two (2) years, and do not cover information that is public, known, independently developed, legitimately received, residual or required to be disclosed. DELFI’s trade secrets, technology and know-how will remain protected indefinitely. DELFI may obtain injunctive relief against their unauthorized use or disclosure without having to prove irreparable harm or post a bond, to the maximum extent permitted.

15. Indemnification

The Client will indemnify, defend and hold harmless DELFI, its affiliates, founders, shareholders, directors, officers, employees, contractors, providers, subprocessors, agents and successors against every claim, investigation, penalty, loss, damage, obligation, settlement, judgment, cost and legal fee related directly or indirectly to: Inputs, products, trademarks, persons, data, instructions, publication or use; intellectual property, privacy, image rights, advertising, consumers, platforms or taxes; the Client’s breach; conduct of its employees, agencies or third parties; or any allegation that DELFI acted in accordance with the Client’s materials or instructions.

DELFI may select counsel, control the defense, strategy and settlements, and require cooperation and reasonable advances. The Client will not agree to anything that imposes liability, an admission, payment or a restriction on DELFI without consent. These obligations are unlimited, independent, survive termination and are outside any cap, except solely to the extent that a final decision determines that the claim resulted exclusively from DELFI’s intentional misconduct and the law does not permit exclusion.

16. Warranties and exclusions

The Client acknowledges that the services use AI, probabilistic systems, simulation and third parties. DELFI does not guarantee absolute equivalence to traditional photography, perfect accuracy, absolute originality, absence of resemblance to real persons, noninfringement, absence of errors, acceptance by platforms, continuous availability, business results, sales, conversion or compliance with rules specific to the Client’s country.

To the maximum extent permitted, the services and Produced Material are supplied “as is” and “as available.” DELFI disclaims every express warranty not incorporated into the agreement, and every implied, legal or statutory warranty, including merchantability, suitability, title, noninfringement and fitness for a particular purpose. Outside the special system in clause 10 and the remedies in clause 11, there is no right to a refund, satisfaction, replacement, correction or compensation.

17. Limitation of liability and claim deadlines

To the maximum extent permitted, the total and cumulative liability of DELFI and all protected persons, under any theory and for all related claims, will be limited to the lesser of: (i) the amounts actually paid for the directly affected units; and (ii) one thousand United States dollars (USD 1,000) per event and in the aggregate. This limitation of liability does not reduce the amount of a refund due for an eligible unit under clause 10.

DELFI will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, lost profits, revenue, opportunity, data or reputation, interruption, third-party claims, replacement costs, or loss of or damage to merchandise, even if advised of the possibility. Every claim must be notified in detail within thirty (30) days of the event and formally brought within six (6) months; afterward it will be extinguished, to the maximum extent permitted.

The Client waives the right to seek injunctive, specific or equitable relief that interferes with DELFI’s technology, AI Models, providers, other clients or operations; its remedy will be exclusively monetary and subject to the cap. The Client’s payment, indemnification, use-restriction, confidentiality, collection-cost and other obligations will not be subject to any limit.

18. Governing law, arbitration and procedural waivers

These Terms and every dispute will be governed by the substantive laws of the State of Florida, without its conflict-of-laws rules. The arbitration agreement will also be governed by the United States Federal Arbitration Act. Every controversy, claim or dispute will be finally, mandatorily and confidentially resolved by arbitration administered by the International Centre for Dispute Resolution, the international division of the American Arbitration Association (“ICDR/AAA”), under its International Dispute Resolution Procedures in effect when the case is commenced.

The legal seat will be Miami, Florida; the language will be English; there will be one arbitrator; and expedited, documents-only, remote or no-hearing procedures will apply when permitted by the rules or the arbitrator. The arbitrator will decide their own jurisdiction, arbitrability, and the scope and validity of the agreement. The award will be final and enforceable in any court of competent jurisdiction.

The parties irrevocably waive trial by jury, class actions, representative actions, collective arbitrations, coordinated mass arbitration, consolidation and joinder without DELFI’s written consent. Each claim must proceed individually. DELFI retains, at its election, the right to apply to state or federal courts in Miami-Dade or Broward County, Florida, to collect payments, enforce restrictions, protect intellectual property or confidentiality, prevent unauthorized use, obtain injunctive relief or enforce an award. The Client submits to those courts for these purposes.

Notices of arbitration, court proceedings and, to the maximum extent permitted, service of process may be delivered by email to the Order contact and by courier to the address provided, and will be deemed received upon electronic sending without rejection or upon the first delivery attempt. The Client will reimburse DELFI’s costs and fees associated with collection, enforcement or protection of rights to the extent permitted.

19. Assignment, subcontracting and third-party beneficiaries

The Client may not assign, sublicense, transfer, novate or delegate the agreement, an Order, license or right without DELFI’s prior written consent; any attempt will be void. A merger, change of control, reorganization or sale of substantial assets will be deemed an assignment. Even if DELFI consents, the original Client will remain jointly and severally liable.

DELFI may freely assign to affiliates, successors, acquirers, financing parties or third parties, and may subcontract any function, without consent or notice. Persons protected by the indemnification, ownership, confidentiality, limitation and exoneration clauses are express third-party beneficiaries with independent rights to enforce them.

20. General provisions

The agreement constitutes the entire understanding and supersedes negotiations, demos, samples, promises, estimates and conversations. The Client acknowledges that it has not relied on statements not expressly incorporated. No amendment, waiver or commitment will bind DELFI unless in writing signed by an authorized officer; tolerance or delay does not constitute a waiver. DELFI’s remedies are cumulative.

The parties are independent contractors. There is no agency, employment, partnership, joint venture, exclusivity, fiduciary duty or authority for the Client to represent DELFI. “Includes” means “includes without limitation.” Headings do not affect interpretation. No interpretation against the drafter will apply. If a provision is invalid, it will be reformed to the maximum effect permitted, and the remaining provisions will continue in force.

Contractual notices may be sent to the email and address indicated in the Order. Electronic signatures, counterparts and digital acceptances are valid. If DELFI issues an English version, that version will prevail over every translation; until one exists, the accepted version will govern. Obligations that by their nature should survive—including payments, ownership, restrictions, indemnification, confidentiality, arbitration, limits and records—will continue after termination.