Terms of Service

Last updated: January 27 2025

Please read the following terms carefully.

These Terms of Service (the “Terms”) constitute a legal agreement between you and Delphos Music Ltd (“Delphos”, “we”, or “us”). Your use of delphos.ai (the “Site”) and any services offered through the Site (“Services”) is subject to these Terms. By accessing or using our Site and Services, you confirm that you have read, understood, and agreed to be bound by these Terms and to comply with all applicable laws and regulations. Delphos reserves the right to modify these Terms and any other information on the Site at any time without prior notice. When updates occur, the “last updated” date above will be revised accordingly. It is your responsibility to periodically review these Terms to stay informed of any changes. The most current version of the Terms will supersede all prior versions. Your continued use of our Services after changes are posted constitutes acceptance of the updated Terms. Additionally, Delphos may enhance or modify the Services on the Site at any time without prior notice.

1. Use of Services

1.1 We grant you a limited, personal, non-exclusive, non-transferable license to use our Services, subject to these Terms. If you are subscribed to Delphos Label or Platform Plans, you may use our Services for commercial purposes. Otherwise, your use is limited to personal, non-commercial purposes and does not permit resale or redistribution. Your right to access and use our Services is conditioned upon compliance with these Terms.

1.2 Except for your pre-existing rights and the limited license granted herein, Delphos retains ownership of all text, images, videos, interfaces, graphics, software, code, and other content within the Site and Services (“Delphos-generated Content”), excluding your own content. Delphos holds all copyrights, trademarks, patents, and other intellectual property rights associated with the Delphos-generated Content and Services. These rights are protected by copyright, trademark, trade dress, patent, and other applicable intellectual property laws worldwide.

1.3 You may not modify, reproduce, republish, distribute, sell, lease, sublicense, reverse engineer, publicly display, or create derivative works based on the Site, Services, or Delphos-generated Content, in whole or in part, unless expressly authorized in writing by Delphos. No express or implied rights are granted to you beyond what is stated in these Terms. All rights to the Site, Services, and Delphos-generated Content remain with Delphos.

2. Payment for service

2.1 The Services may be available for a fee or other charge. If you decide to access paid features, you agree to the pricing and payment terms specified on the Site, which Delphos may modify from time to time. Delphos reserves the right to introduce new services with additional fees or adjust charges for existing services at its discretion. Any fee changes will take effect in the next billing cycle after you receive notice as outlined in these Terms. If payments are not made on time, Delphos may restrict access to your account.

2.2 Any information you provide to Delphos in relation to a purchase, transaction, or other financial activity must be accurate, complete, and up to date. You are responsible for all charges made using your credit card, debit card, or other payment method at the applicable rates at the time of the transaction. Additionally, you are responsible for any taxes associated with these purchases.

2.3 If the Services require payment, you must provide valid payment details. The payment information you submit must be accurate, complete, and current. Your payment method will be automatically charged on a recurring monthly basis unless you cancel. To cancel, you must send written notice via email to support@vesperus.co.uk. However, any payments already processed will not be refunded or prorated if you cancel before the billing period ends. You agree to pay all applicable charges for the Services at the rates in effect when the charges are incurred, along with any relevant taxes.

3. Access to our services

3.1 We do not supply the equipment needed to access our Services. You are responsible for any costs incurred from third parties in connection with your use of our Services, such as fees from your Internet service provider.

3.2 We reserve the right to modify, suspend, or discontinue any part of the Site or Services, whether temporarily or permanently, at any time and without prior notice. We are not liable to you or any third party for any changes, interruptions, or termination of any portion of the Site or Services.

3.3 Additionally, we may, at our sole discretion, decline to post, remove, or reject any content you submit to the Site. We also reserve the right to restrict, suspend, or terminate your access to the Site or Services at any time, with or without cause, notice, or liability. This includes, but is not limited to, cases where we determine that you have violated these Terms. If your access is terminated for any reason, you remain bound by these Terms.

4. Restrictions

4.1 You are required to comply with all applicable laws when accessing or using our Site or Services. Unless expressly permitted by applicable law or explicitly authorized in writing by Delphos, you agree that you will not, and you will not permit anyone else to:

(i) Store, copy, modify, distribute, or resell any information, audio, visual, audiovisual works, or any other content made available through our Services (collectively referred to as "Delphos Content"), nor compile or aggregate any Delphos Content into a database or other collection;

(ii) Utilize any automated tool, including but not limited to bots, spiders, or scrapers, to access our Services or to store, copy, modify, distribute, or resell any Delphos Content;

(iii) Rent, lease, sublicense, or otherwise transfer your access to the Services to another person or entity;

(iv) Circumvent, disable, or interfere with any digital rights management tools, security mechanisms, or usage restrictions implemented within our Services;

(v) Engage in any activity that places excessive demand on our Services, interferes with their operation, or compromises their security, performance, or availability;

(vi) Remove, alter, obscure, or tamper with any copyright, trademark, or other proprietary notices present on any portion of our Services or any Delphos Content;

(vii) Reproduce, modify, translate, adapt, enhance, decompile, disassemble, reverse engineer, or create derivative works from any aspect of our Services.

5. Intellectual Property

5.1 Delphos provides access to its proprietary soundworld technology through its Services. Some of these soundworlds are owned, developed, and trained by Delphos, while others are created and maintained by third parties, and in some cases, you may have the ability to train your own soundworlds (the "Soundworld Owner"). Each soundworld operates under its own specific license, which dictates the terms of use, including but not limited to intellectual property rights such as copyright, composition rights, master recording rights, and any other derivative music rights. These rights are defined by the license governing each individual soundworld and may be modified at any time at the sole discretion of the Soundworld Owner. It is your responsibility to stay informed of any changes and to ensure ongoing compliance with the applicable licensing terms.

5.2 If you choose to input music into the Services, you expressly represent, warrant, and affirm that you are the rightful owner of all necessary rights to such music or that you have obtained explicit, written permission from the rights holder to use the music in connection with the Services. This includes, but is not limited to, rights related to composition, master recordings, performance, and any derivative works. You further agree that you will not submit, upload, or otherwise introduce into the Services any music, audio, or sound recordings for which you lack proper authorization, and you acknowledge that any unauthorized use may constitute a violation of intellectual property laws, potentially resulting in legal consequences. Delphos reserves the right, at its sole discretion, to remove, restrict, or suspend access to any content that it believes, in good faith, may infringe upon the rights of others or violate the terms of use.

5.3 If you develop and train your own soundworld using the Services, you retain full and exclusive ownership of all copyright, intellectual property rights, and any associated derivative works produced by that soundworld. This means that any compositions, recordings, or other outputs generated by your trained soundworld are solely your property, granting you the unrestricted ability to use, license, distribute, monetize, or otherwise exploit them as you see fit. Delphos makes no claim to ownership or control over the rights to any soundworlds you independently train and develop through the platform. However, by utilizing the Services, you acknowledge that you remain fully responsible for ensuring that your trained soundworld does not infringe upon the rights of third parties, including copyrights, trademarks, and other intellectual property protections.

6. Privacy Policy

6.1 Through your use of our Services, we may gather various types of information, including but not limited to registration details, payment information, and other data related to your interactions with the platform. The manner in which we collect, store, process, and utilize this information is subject to the terms outlined in our Privacy Policy, which can be accessed at delphos.ai/privacy. By using the Services, you acknowledge and agree that your information will be handled in accordance with the Privacy Policy.

7. Access Restrictions

7.1 Certain areas of our Services, including but not limited to account management functions, may be restricted to registered users or other authorized individuals and require a password for access. You acknowledge and agree that you bear sole responsibility for maintaining the confidentiality and security of your password. In the event that your password is lost, stolen, disclosed to an unauthorized party, or otherwise compromised, you must notify us without delay. Furthermore, you accept full responsibility for all actions and transactions conducted under your account, regardless of whether you personally authorized them. You further agree to promptly inform us of any unauthorized access to your account, any suspected security breaches, or any other compromise related to your password, our Site, or our Services that comes to your attention.

8. Third Party Content

8.1 Our Site may feature, reference, or provide links to third-party products, services, and websites. Any opinions, advice, statements, services, offers, or other information expressed, created, or otherwise made available by third parties—whether posted by other users, included within our Site, or accessible through our Services (collectively, “Third-Party Content”) are solely those of the respective authors, creators, or providers and do not reflect the views, opinions, or endorsements of Delphos, its shareholders, directors, officers, employees, agents, or representatives.

8.2 We do not oversee, verify, or assume responsibility for the accuracy, reliability, or quality of any Third-Party Content. We make no guarantees regarding the performance, legitimacy, or appropriateness of such content and expressly disclaim any responsibility or liability for any products, services, or materials promoted, advertised, or made available by third parties. By accessing our Site or Services, you acknowledge that you may encounter content that you find offensive, inappropriate, or otherwise objectionable. Delphos bears no liability, whether direct or indirect, for any harm, loss, or damage incurred as a result of your reliance on or use of any third-party goods, services, or information accessed through our platform. It is solely your responsibility to assess and determine the validity, accuracy, and suitability of any information, opinions, advice, or other content available on or linked through our Site.

9. Copyright Infringement Notices

If you believe that your work has been used in a manner that infringes upon your copyright or violates your intellectual property rights in any way, please notify Delphos by contacting us at support@vesperus.co.uk. In your notification, please include all of the following information:

(i) A clear identification of the copyrighted work you claim has been infringed, or if multiple works are involved, a representative list of such works found on our website;

(ii) A description of the material on the website that you believe is infringing, with enough detail to allow us to locate it;

(iii) A statement that you have a good faith belief that the use of the material on the website is not authorized by the copyright owner, its agent, or the law;

(iv) A declaration under penalty of perjury that the information provided is accurate, and that you are either the copyright owner or are authorized to act on behalf of the exclusive copyright owner;

(v) Contact information sufficient to enable Delphos to reach you, such as your address, phone number, and email address; and

(vi) Your physical or electronic signature.

Upon receiving a properly submitted notice as outlined above, Delphos will, at its sole discretion, take appropriate action, which may include removing the allegedly infringing material from the website.

10. Warranty

10.1 YOUR USE OF THE SITE, SERVICES, AND DELPHOS CONTENT IS SOLELY AT YOUR OWN RISK. THE SITE, SERVICES, AND DELPHOS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR UTILITY OF THE SITE, SERVICES, OR ANY DELPHOS CONTENT, AND YOU AGREE THAT YOUR RELIANCE ON THE SITE, SERVICES, AND CONTENT IS AT YOUR OWN RISK. ANY MATERIAL YOU ACCESS OR OBTAIN THROUGH OUR SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SITE OR SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. PLEASE NOTE THAT SOME JURISDICTIONS MAY PROHIBIT THE EXCLUSION OF WARRANTIES, AND YOU MAY HAVE RIGHTS THAT VARY DEPENDING ON YOUR LOCATION.

10.2 DELPHOS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OR INABILITY TO USE OUR SITE, SERVICES, AND DELPHOS CONTENT. UNDER NO CIRCUMSTANCES SHALL DELPHOS BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY CAUSED BY HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SITE, SERVICES, DELPHOS CONTENT, YOUR ACCOUNT, OR ANY INFORMATION WITHIN IT. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DELPHOS DISCLAIMS ALL LIABILITY FOR ANY:

(I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT;

(II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF DELPHOS' SITE OR SERVICES;

(III) UNAUTHORIZED ACCESS TO OR USE OF DELPHOS' SECURE SERVERS OR ANY PERSONAL DATA STORED THEREIN;

(IV) INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES;

(V) BUGS, VIRUSES, TROJAN HORSES, OR OTHER MALICIOUS CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY THIRD PARTIES; AND/OR

(VI) ERRORS OR OMISSIONS IN ANY DELPHOS CONTENT OR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF CONTENT (INCLUDING DELPHOS CONTENT) POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE OR SERVICES.

10.3 UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US, OUR SUPPLIERS, OR LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, SERVICES, AND DELPHOS CONTENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE LEGAL THEORY AND WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT YOU PAID US FOR USE OF THE SITE, SERVICES, AND CONTENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO YOU.

11. Indemnity

11.1 You agree to indemnify, defend, and hold harmless us, our agents, employees, directors, suppliers, licensors, as well as our subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from and against any and all costs, damages, expenses, claims, and liabilities arising from or related to your use of the Site, Services, or Delphos Content. This includes, but is not limited to, any violation of these Terms, any infringement upon the rights of any third party, or any other unlawful activity conducted through the use of the Site, Services, or Delphos Content.

By using Delphos.ai, you acknowledge that you have read, understood, and agreed to these Terms of Service.