Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") are a binding contract between you ("User," "you") and Dyva, Inc., a Delaware corporation ("Dyva+," "we," "us"). Use any part of the Service -- create an account, browse, hit the API, chat with an AI companion -- and you agree to these Terms, our Privacy Policy, our Acceptable Use Policy, and all other policies referenced here (collectively, the "Agreement").

IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. CONTINUED USE AFTER CHANGES ARE POSTED MEANS YOU ACCEPT THOSE CHANGES.

Takes effect when you first use the Service. You confirm you have legal capacity. Accepting on behalf of an entity means you have authority to bind it.

2. DEFINITIONS

What these terms mean throughout this Agreement:

• "Service" -- the Dyva+ platform. dyva.ai, all subdomains, mobile apps, API, WebSocket connections, embed widgets, third-party integrations (Discord, Telegram, Slack), and any other software or features Dyva+ provides.
• "User" -- anyone who accesses or uses the Service, including visitors, account holders, Creators, and API consumers.
• "Dyva+" (as an AI character) -- an AI companion created on the platform, with configurable personality, voice settings, knowledge base, system prompts, and metadata.
• "Content" -- all information, data, text, messages, images, audio, video, files, and other materials on the Service.
• "User Content" -- Content you create, upload, or submit through the Service: messages to AI companions, Dyva+ configurations, knowledge base documents, profile info, and feedback.
• "Creator Content" -- Content created for publishing an AI character on the Marketplace: personality configs, system prompts, knowledge base materials, descriptions, avatars, and marketing materials.
• "AI-Generated Content" -- Content produced by AI models in response to User inputs or autonomous operation. Text, voice, and other machine-generated output.
• "Creator" -- a User who publishes AI characters on the Marketplace, subject to the Creator Agreement.
• "Marketplace" -- where Creators publish AI characters for others to discover and use.
• "API" -- the REST API endpoints and WebSocket connections for programmatic access to the Service.
• "Subscription" -- a recurring paid plan with specific features and usage limits (Section 10).
• "Embed Widget" -- embeddable chat interface for AI companion interactions on external websites.
• "Knowledge Base" -- documents and data uploaded to customize an AI character's responses and expertise.
• "Intellectual Property" / "IP" -- patents, copyrights, trademarks, trade secrets, trade dress, domain names, and all other IP rights. Worldwide.

3. ELIGIBILITY

3.1 Minimum Age. You must be at least 13 to use the Service. If you are between 13 and 18 (or the age of majority in your jurisdiction), you may only use the Service with a parent or guardian's consent. They must agree to be bound by this Agreement on your behalf. We may request age verification at any time and terminate accounts we believe are underage.

3.2 Mature Content Restriction. Some content and features are designated for Users 18 or older ("Mature Content"). You must be at least 18 to access, create, or interact with Mature Content. By accessing it, you confirm you are 18 or older. We implement age-gating, but cannot guarantee it is infallible.

3.3 Legal Capacity. You confirm you have the legal capacity to enter this Agreement. If accepting on behalf of an entity, you confirm you are authorized to bind that entity.

3.4 Jurisdictional Restrictions. The Service is not available where prohibited by law. You are responsible for ensuring your use complies with your local laws. We may restrict access in any jurisdiction at our discretion.

3.5 Children's Privacy. We comply with COPPA (15 U.S.C. 6501-6506) and do not knowingly collect personal information from children under 13. If we discover such data was collected without parental consent, we will promptly delete it.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation. Some features require an account. You must provide accurate information and keep it up to date. Inaccurate information may result in account termination.

4.2 Account Security. You are responsible for keeping your credentials confidential -- your password, API keys, and tokens. You agree to: (a) use a strong, unique password; (b) never share credentials; (c) immediately notify us at [email protected] about unauthorized use or security breaches; and (d) log out on shared devices.

4.3 Account Responsibility. You are responsible for all activity on your account, whether or not you authorized it. We are not liable for losses from your failure to secure your credentials.

4.4 One Account Per User. One account per person unless we authorize otherwise in writing. Creating multiple accounts to bypass limits, bans, or restrictions violates this Agreement.

4.5 Third-Party Authentication. If you sign in with Google, Discord, or another OAuth provider, you authorize us to access and store the information that provider shares, per your privacy settings and our Privacy Policy.

5. DESCRIPTION OF SERVICE

5.1 Platform Overview. Dyva+ is an AI companion platform. Create, customize, and interact with AI characters ("Dyva+s"). The Service includes:

• AI Character Creation: Create AI characters with custom personalities, voice settings, system prompts, and knowledge bases.
• Text and Voice Interaction: Chat via text or real-time voice conversations.
• Marketplace: Creators can publish AI characters for others to discover and use, with revenue share per Section 11 and the Creator Agreement.
• API and WebSocket Access: Eligible Subscription plans include programmatic access via REST API and WebSocket, subject to the API Terms of Service.
• Embed Widgets: Embed AI chat widgets on external websites.
• Knowledge Base Uploads: Upload documents to customize AI character responses.
• Third-Party Integrations: Discord, Telegram, and Slack integrations, subject to those platforms' terms.

5.2 Service Modifications. We may modify, suspend, or kill any part of the Service at any time. Not liable for changes, except per Section 10.

5.3 Service Availability. We aim for uptime. No guarantee of uninterrupted, timely, secure, or error-free access. Maintenance, outages, network issues, or force majeure may affect availability.

5.4 AI Model Dependencies. The Service uses third-party AI models. Changes to those models may affect quality, availability, or functionality. Not our liability.

6. USER CONTENT AND OWNERSHIP

6.1 Ownership of User Content. You own your User Content -- Dyva+ configurations, personality settings, knowledge base documents, and system prompts. Nothing in this Agreement transfers ownership to Dyva+.

6.2 License Grant to Dyva+. By submitting User Content, you grant Dyva+ a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, process, adapt, publish, display, and distribute it to operate, provide, improve, and promote the Service. This includes: (a) processing your content through AI models for responses; (b) storing it on our servers and hosting infrastructure; (c) displaying published characters on the Marketplace; and (d) using aggregated, de-identified content for analytics and research.

6.3 License Duration. This license survives account termination for: (a) content in aggregated or de-identified datasets, and (b) cached or archived copies per our Privacy Policy. After termination, we will remove your identifiable content from active systems within 30 days, subject to legal retention requirements.

6.4 Your Guarantees. You confirm that: (a) you have the rights to submit your User Content and grant this license; (b) your content does not infringe any third party's IP, privacy, or other rights; (c) it complies with the Acceptable Use Policy; and (d) it contains no viruses, malware, or harmful code.

6.5 Conversation Data. Messages with AI characters are processed and stored to provide the Service, maintain context, and improve quality. Automated systems may review conversations for safety. We do not own your messages but retain the license in Section 6.2.

6.6 Feedback. Suggestions, ideas, or feedback you provide about the Service ("Feedback") are non-confidential. We may use Feedback freely without obligation or compensation to you.

7. AI-GENERATED CONTENT DISCLAIMER

7.1 Nature of AI-Generated Content. AI-Generated Content comes from AI models. Not authored, reviewed, or guaranteed by Dyva+ or any person. Statistical pattern matching. May contain errors, hallucinations, biases, fabricated information, or inappropriate content.

7.2 Not Professional Advice. AI-Generated Content is not legal, medical, financial, tax, psychological, therapeutic, or any other professional advice. AI characters are not licensed professionals. Consult real ones for real problems.

7.3 No Warranties on Accuracy. Dyva+ MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SAFETY, OR QUALITY OF AI-GENERATED CONTENT. IT MAY BE FACTUALLY INCORRECT, MISLEADING, OR HARMFUL. YOU USE IT AT YOUR OWN RISK.

7.4 User Responsibility. You are responsible for evaluating AI-Generated Content and for any decisions you make based on it. Dyva+ is not liable for damages from your reliance on AI-Generated Content.

7.5 No Agency or Fiduciary Relationship. Talking to AI characters does not create any agency, partnership, employment, or fiduciary relationship with Dyva+. They are software. Not legal persons.

7.6 Emotional Well-Being. AI companions simulate conversation and emotional engagement. They are not sentient. They do not feel. They are not substitutes for human relationships or mental health treatment. Crisis? Contact a mental health professional or emergency services.

8. ACCEPTABLE USE

8.1 Acceptable Use Policy. Your use is subject to our Acceptable Use Policy, which is part of this Agreement. You must follow it at all times.

8.2 Prohibited Conduct. In addition to the AUP, do not: (a) use the Service for anything unlawful; (b) attempt unauthorized access to any part of the Service, other accounts, or connected systems; (c) generate, store, or share CSAM or any sexual content involving minors; (d) harass, bully, threaten, or direct hate speech at anyone; (e) impersonate any person or entity; (f) generate spam, phishing content, or malware; (g) disrupt the Service or connected networks; (h) reverse engineer or decompile the Service; (i) use bots, scrapers, or crawlers except through the API per the API Terms; or (j) circumvent rate limits, quotas, or access controls.

8.3 Enforcement. We may monitor content and usage for compliance. We may issue warnings, suspend or terminate accounts, remove content, report violations to law enforcement, or pursue legal remedies.

9. INTELLECTUAL PROPERTY

9.1 Dyva+'s Intellectual Property. The Service -- software, code, algorithms, AI models (excluding third-party models), interfaces, designs, graphics, logos, trademarks, documentation, and all other elements ("Dyva+ IP") -- is owned by or licensed to Dyva+ and protected by US and international IP laws. The Dyva+ name, logo, and related marks are trademarks of Dyva, Inc. Do not use them without our written permission.

9.2 Limited License to Users. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for personal or internal business purposes per your Subscription plan. You may not: (a) modify, copy, or create derivative works of Dyva+ IP; (b) sublicense, sell, or distribute the Service; (c) build a competing product; or (d) use data mining, bots, or extraction methods on the Service.

9.3 Reservation of Rights. All rights not expressly granted are reserved by Dyva+. No implied licenses.

9.4 Third-Party IP. The Service may include third-party content and trademarks. That content belongs to its respective owners. This Agreement grants you no rights to third-party IP.

10. SUBSCRIPTION AND BILLING

10.1 Subscription Plans. The Service offers these tiers:

• Free: $0/month -- up to 50 messages per day, 1 Dyva+ character.
• Plus: $12/month -- expanded message limits, more character slots, enhanced features.
• Pro: $30/month -- higher limits, API access, priority support, advanced customization.
• Creator: $50/month -- full access including Marketplace publishing, advanced analytics, embed widgets, and all Pro features.

Features and limits are described on our pricing page at the time of subscription. We may modify tier features per Section 10.5.

10.2 Payment Processing. Payments are processed by Stripe, Inc. By subscribing, you agree to Stripe's Terms of Service and authorize us and Stripe to charge your payment method. We never store your full card details -- Stripe handles that per PCI-DSS standards.

10.3 Auto-Renewal. Paid Subscriptions renew automatically unless you cancel before the billing period ends. You are charged the current rate at renewal. Cancel anytime in account settings -- cancellation takes effect at the end of the current period. No partial refunds.

10.4 Refund Policy. Fees are generally non-refundable except as required by law. We may offer refunds or credits on a case-by-case basis. For billing errors or Service defects, email [email protected] within 30 days of the charge.

10.5 Price Changes. We may change Subscription fees with at least 30 days' notice (email or in-app). Continued use after the change means you accept the new price. If you disagree, cancel before the effective date.

10.6 Taxes. Fees exclude applicable taxes (VAT, sales, use, withholding). You are responsible for all taxes on your Subscription, except taxes on Dyva+'s net income.

10.7 Free Tier. Limited features. Provided "as is." May change or disappear without notice. Free users do not get the same support or performance as paid subscribers.

11. CREATOR TERMS

11.1 Creator Agreement. If you publish AI characters on the Marketplace, you are a Creator subject to the Creator Agreement. If this Agreement and the Creator Agreement conflict, the Creator Agreement controls for Creator-specific matters.

11.2 Revenue Share. Creators earn 70% of qualifying revenue from their Marketplace characters. Dyva+ retains 30% as a platform fee. Revenue calculation, payment schedules, payout thresholds, and tax details are in the Creator Agreement.

11.3 Creator Content Responsibilities. Creators are responsible for ensuring their content -- configs, knowledge base materials, descriptions -- complies with this Agreement, the AUP, and applicable law. We may review, modify, or remove non-compliant Creator Content.

11.4 Marketplace Listing. Publishing to the Marketplace means you consent to us displaying, promoting, and distributing that character. We do not guarantee any level of visibility, traffic, or revenue.

12. API TERMS

12.1 API Terms of Service. API use is governed by the API Terms of Service. If this Agreement and the API Terms conflict, the API Terms control for API-specific matters.

12.2 API Access. API access requires an eligible Subscription. API keys and tokens are confidential -- treat them like your password. You are responsible for all API calls made with your credentials.

12.3 Rate Limits and Quotas. API usage is subject to rate limits and quotas per your Subscription plan. We may throttle, suspend, or terminate access that exceeds limits or is abusive.

12.4 Embed Widget Terms. Embed widgets are a form of API access, subject to the API Terms. You are responsible for ensuring embed widget use complies with this Agreement and applicable third-party terms.

13. TERMINATION

13.1 Termination by You. Cancel your Subscription in account settings and submit a deletion request through the Service or at [email protected]. Cancellation takes effect at the end of the billing period. Account deletion is processed within 30 days, subject to legal retention obligations.

13.2 Termination by Dyva+. We may suspend or terminate your account for any reason, including: (a) breach of this Agreement; (b) fraudulent, abusive, or illegal activity; (c) failure to pay fees; (d) 12+ months of inactivity; (e) law enforcement request; (f) Service discontinuation; or (g) technical or security issues. We will try to give notice, except when immediate action is needed for safety or security.

13.3 Effect of Termination. When your account is terminated: (a) your access immediately ends; (b) outstanding fees become due; (c) we may delete your content per our retention policies; (d) earned Creator revenue above the payout threshold will be paid per the Creator Agreement; and (e) you must stop using all Dyva+ IP, API credentials, and embed codes.

13.4 Survival. Sections 2, 6, 7, 9, 13, 14, 15, 16, 17, and 21 survive termination.

13.5 Data Export. Before deleting your account, you can request a data export at [email protected]. We will provide it within 30 days. After deletion, we have no obligation to keep or provide your content.

14. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, Dyva+ DISCLAIMS ALL WARRANTIES, INCLUDING: (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES FROM COURSE OF DEALING OR TRADE USAGE; (C) THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (D) THAT RESULTS WILL BE ACCURATE OR COMPLETE; (E) THAT DEFECTS WILL BE CORRECTED; AND (F) THAT THE SERVICE IS FREE OF VIRUSES OR MALWARE.

Dyva+ DOES NOT ENDORSE OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE OR LINKED WEBSITES.

SOME JURISDICTIONS DO NOT ALLOW THESE EXCLUSIONS, SO THEY MAY NOT APPLY TO YOU. WHERE NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Dyva+ AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR GOODWILL (EVEN IF ADVISED OF THE POSSIBILITY), ARISING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) THIRD-PARTY CONDUCT OR CONTENT; (C) AI-GENERATED CONTENT; (D) UNAUTHORIZED ACCESS TO YOUR DATA; (E) ACTIONS BASED ON AI-GENERATED CONTENT; OR (F) ANY OTHER SERVICE-RELATED MATTER.

15.2 Aggregate Liability Cap. Dyva+'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) FEES YOU PAID TO Dyva+ IN THE 12 MONTHS BEFORE THE CLAIM; OR (B) $100.00.

15.3 Basis of the Bargain. THESE DISCLAIMERS AND LIABILITY LIMITS REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THIS AGREEMENT. Dyva+ COULD NOT PROVIDE THE SERVICE WITHOUT THEM.

15.4 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THESE EXCLUSIONS. WHERE NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW.

16. INDEMNIFICATION

16.1 Your Obligations. You agree to defend and hold harmless Dyva+, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, and expenses (including attorneys' fees) arising from: (a) your use of the Service; (b) your User Content or Creator Content; (c) your violation of this Agreement, any law, or third-party rights; (d) disputes between you and third parties from your use of the Service; (e) your negligence or misconduct; or (f) claims that your content infringes third-party rights.

16.2 Procedure. We will notify you promptly of any claim. Failure to notify does not relieve your obligations unless you are materially prejudiced. We may, at your expense, assume defense and control of any matter you must indemnify. Do not settle any claim without our written consent.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement is governed by Delaware law, without regard to conflict-of-law rules.

17.2 Binding Arbitration. PLEASE READ CAREFULLY -- THIS AFFECTS YOUR RIGHT TO SUE IN COURT. Any dispute arising from this Agreement or the Service will be resolved by final, binding arbitration through JAMS under its Comprehensive Arbitration Rules (or Streamlined Rules for claims under $250,000). A single arbitrator with technology law expertise will preside. Arbitration takes place in Wilmington, Delaware, unless both parties agree to another location or videoconference. The award is final, binding, and enforceable in any court.

17.3 Class Action Waiver. YOU AND Dyva+ MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY, NOT AS A CLASS MEMBER OR REPRESENTATIVE. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS UNLESS BOTH PARTIES AGREE IN WRITING. IF THIS WAIVER IS UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION (EXCEPT THE WAIVER) IS VOID.

17.4 Small Claims Exception. Either party may bring an individual claim in small claims court in Delaware (or the claimant's county of residence) if the claim qualifies.

17.5 Injunctive Relief. Either party may seek injunctive or equitable relief in any court to protect IP rights, confidential information, or proprietary rights.

17.6 Opt-Out Right. You may opt out of arbitration and the class action waiver by emailing [email protected] within 30 days of accepting this Agreement. Include your name, mailing address, username, and a clear opt-out statement. Opting out does not affect other provisions.

17.7 Statute of Limitations. Any claim related to the Service or this Agreement must be filed within one (1) year of arising, or it is permanently barred.

18. DMCA AND COPYRIGHT

18.1 Respect for IP. We respect intellectual property rights and expect the same from Users. We respond to valid DMCA (17 U.S.C. 512) takedown notices.

18.2 DMCA Policy. Our full takedown and counter-notice procedures are in our DMCA & Copyright Policy.

18.3 Repeat Infringers. We terminate accounts of repeat infringers per the DMCA. We may also limit or terminate access for any IP infringement, even on a first offense.

18.4 Designated Agent. Copyright infringement notices go to [email protected]. See our DMCA & Copyright Policy for format requirements.

19. PRIVACY

19.1 Privacy Policy. Your use is subject to our Privacy Policy, which explains how we collect, use, store, and protect your data, and describes your rights under the GDPR, CCPA, and other data protection laws.

19.2 Data Processing. By using the Service, you consent to data collection, processing, and transfer as described in the Privacy Policy, including transfers to the US. Enterprise and API customers are additionally covered by our Data Processing Agreement.

19.3 AI Training Data. Conversation data may be used to improve AI models, develop features, and enhance quality, per our Privacy Policy. Aggregated and de-identified data may be used for research and analytics. You may opt out of certain uses as described in the Privacy Policy.

20. MODIFICATIONS TO TERMS

20.1 Right to Modify. We may update these Terms at any time. For material changes, we give at least 30 days' notice by: (a) updating the effective date; (b) emailing you; or (c) displaying a notice in the Service. Non-material changes may take effect without advance notice.

20.2 Acceptance. Continued use after changes take effect means you accept them. If you disagree, stop using the Service and cancel your Subscription before the effective date.

20.3 Disputes Over Changes. If you dispute a modification, your sole remedy is to stop using the Service. Continued use waives your objection.

21. GENERAL PROVISIONS

21.1 Entire Agreement. This Agreement plus the Privacy Policy, AUP, Creator Agreement, API Terms, DMCA Policy, DPA, and all referenced policies -- that is the entire agreement. Supersedes everything prior.

21.2 Severability. If any provision is found invalid or unenforceable, it will be modified to accomplish its intent as closely as possible. The rest of the Agreement remains in effect.

21.3 Waiver. Our failure to enforce any provision is not a waiver of it. Waivers must be in writing and signed by an authorized Dyva+ representative.

21.4 Assignment. You may not assign this Agreement without our written consent. Any unauthorized assignment is void. We may assign this Agreement freely, including in connection with a merger, acquisition, or asset sale.

21.5 Force Majeure. We are not liable for failures or delays caused by events beyond our reasonable control -- natural disasters, war, terrorism, pandemics, strikes, power outages, internet disruptions, cyberattacks, government actions, or third-party provider failures. Our affected obligations are suspended until we can reasonably resume.

21.6 Notices. Notices are deemed given: (a) when delivered personally; (b) when emailed with confirmation (plus a backup copy within 3 business days); (c) 1 business day after overnight courier; or (d) 3 business days after certified mail. Notices to Dyva+ go to Section 22. Notices to you go to your account email or are posted on the Service.

21.7 No Third-Party Beneficiaries. This Agreement benefits only you and Dyva+. No third party gains rights under it.

21.8 Relationship. Nothing here creates a partnership, joint venture, agency, or employment relationship. Neither party can bind the other.

21.9 Headings. Section headings are for convenience only and do not affect interpretation.

21.10 Electronic Communications. By using the Service, you consent to electronic communications from us (emails, in-app notifications, Service postings). These satisfy any legal "in writing" requirement per the E-SIGN Act (15 U.S.C. 7001 et seq.) and applicable UETA-based state laws.

21.11 Export Compliance. You agree to comply with all US export controls and sanctions laws, including Export Administration Regulations, OFAC sanctions, and ITAR. You confirm you are not located in or a resident of any US-embargoed country.

21.12 California Users. California residents may report complaints to the California Department of Consumer Affairs, Division of Consumer Services, at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210 (per Cal. Civ. Code 1789.3).

22. CONTACT INFORMATION

Questions? Reach out:

By using the Dyva+ Service, you acknowledge that you have read and agree to these Terms of Service.