Terms of Service

ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms of Service, unless the context otherwise requires:

• "Agreement" means these Terms of Service, together with the Privacy Policy and any Order Forms or service agreements executed between the parties.
• "Authorized User" means any individual authorized by Customer (typically family members or household residents) to access and use the Services.
• "Biometric Data" means personal data resulting from specific technical processing relating to the physical, physiological, or behavioral characteristics of a natural person, which allows or confirms the unique identification of that natural person.
• "Customer" or "You" means the individual or legal entity agreeing to these Terms. Where Customer is a natural person acting outside a trade, business, craft or profession, references to 'Customer' include 'Consumer'.
• "Customer Data" means all data, including Personal Data, that Customer or Authorized Users submit to or process through the Services.
• "Dalexor", "We", "Us", or "Our" means Dalexor, a company registered in Romania.
• "Documentation" means user guides, technical manuals, API documentation, and other materials provided by Dalexor.
• "Enrolled Person" means a natural person whose Biometric Data has been voluntarily submitted with explicit, informed consent for identification purposes within the Services.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights worldwide.
• "Personal Data" has the meaning given in Article 4(1) of GDPR.
• "Services" means the DALEXOR intelligent surveillance platform, including all software, APIs, cloud services, support, and Documentation.
• "Subscription Term" means the period during which Customer has paid access to the Services.
• "Misuse Incident" means any violation of prohibited uses or license restrictions as described in Article 6.
• "Regulatory Reclassification" means any change in AI system status under EU AI Act resulting from Customer's actions or use.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) the singular includes the plural and vice versa; (c) references to legislation include amendments and replacements; (d) "including" means "including without limitation."

ARTICLE 2: ACCEPTANCE AND ELIGIBILITY

2.1 Acceptance of Terms

By accessing, downloading, installing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all terms, you must immediately cease all use of the Services.

2.2 Authority to Bind

If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. If you lack such authority, you may not accept this Agreement or use the Services.

2.3 Eligibility Requirements

To use the Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction;
• Have the legal capacity to enter into binding contracts;
• Be using the Services exclusively for your personal household or family residence;
• Not be prohibited from receiving the Services under applicable laws;
• Not be located in, or a resident of, any country subject to comprehensive sanctions;
• Not be listed on any government restricted parties list.

IMPORTANT: The Services are licensed exclusively for personal household use. Businesses, commercial entities, and professional organizations are prohibited from using DALEXOR.

2.4 Account Registration

You agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update your information; (c) maintain the security and confidentiality of your login credentials; (d) immediately notify Dalexor of any unauthorized use; (e) accept responsibility for all activities under your account.

ARTICLE 3: DESCRIPTION OF SERVICES

3.1 Service Components

The DALEXOR platform provides intelligent surveillance capabilities exclusively for personal household and family use:

• Computer Vision: Real-time object detection, person tracking, and scene analysis using advanced neural networks;
• Face Recognition: Privacy-compliant biometric identification for Enrolled Persons only with explicit consent;
• Object Detection: Advanced object recognition for comprehensive security monitoring;
• VLM Analysis: Vision-Language Model powered scene understanding and threat assessment;
• Offline Operation: Complete offline functionality with NO cloud dependencies;
• Stranger Privacy Protection: Unknown persons' data exists only in RAM and is purged within 10 minutes after departure;
• Alert System: Phone app integration for instant alerts when strangers are detected;
• Siren Integration: Automated siren activation for security threats (faceless persons or strangers on security cameras);
• Security Modes: Home Mode, Security Mode, Night Mode, and Guest Mode with customizable alert levels;
• Camera-Specific Modes: Individual camera configuration (e.g., garden cameras in Security Mode, interior cameras in Home Mode);
• Recording System: Automatic video recording when persons are detected, with cross-camera tracking;
• Perimeter Zones: Configurable red zones for advanced perimeter protection;
• Technical Support: Documentation, knowledge base, and customer support.

3.2 Service Availability

Dalexor will use commercially reasonable efforts to maintain Service availability. However, the Services may be temporarily unavailable for scheduled maintenance (with reasonable advance notice) or unscheduled emergency maintenance. Dalexor does not guarantee any specific uptime percentage unless expressly stated in a separate Service Level Agreement.

3.3 Household-Only License

CRITICAL LICENSE RESTRICTION: DALEXOR is licensed exclusively for personal household and family use. This license does NOT extend to:

• Commercial businesses or offices
• Retail stores, shops, or commercial premises
• Warehouses, factories, or industrial facilities
• Professional offices or practices
• Government or public buildings
• Educational institutions
• Any commercial or professional purpose

Use in any of the above prohibited settings immediately voids all licenses and terminates this Agreement without notice.

3.4 Service Modifications

Dalexor reserves the right to modify, update, or discontinue any aspect of the Services at any time. For material changes that negatively affect Customer's use, Dalexor will provide at least 30 days' notice. Continued use after modifications constitutes acceptance.

ARTICLE 4: LICENSE GRANT AND RESTRICTIONS

4.1 License Grant

Subject to this Agreement and payment of applicable fees, Dalexor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Services during the Subscription Term;
• Install and operate the software on Customer's authorized hardware;
• Permit Authorized Users to access the Services;
• Use Documentation in connection with authorized use;
• Make reasonable backup copies for disaster recovery purposes.

4.2 License Restrictions

Customer shall NOT:

• Copy, modify, adapt, translate, or create derivative works of the Services except as expressly permitted;
• Reverse engineer, disassemble, decompile, or attempt to derive source code;
• Rent, lease, sell, sublicense, assign, or transfer rights to the Services;
• Remove, alter, or obscure any proprietary notices, labels, or marks;
• Use the Services to develop competing products or services;
• Circumvent, disable, or interfere with security features;
• Use automated means to access the Services in violation of usage limits;
• Introduce malicious code, viruses, or harmful components;
• Use the Services in violation of any applicable law or regulation;
• Exceed the scope of the license granted herein.

4.3 Reservation of Rights

All rights not expressly granted are reserved by Dalexor. The Services are licensed, not sold. Dalexor retains all right, title, and interest in and to the Services, including all Intellectual Property Rights.

ARTICLE 5: CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

5.1 Lawful Use

Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and industry standards, including but not limited to:

• Data protection laws (GDPR, CCPA, BIPA, and local equivalents);
• EU AI Act and applicable AI regulations;
• Employment and workplace monitoring laws;
• Recording consent requirements;
• Export control regulations.

5.2 Consent and Notice Requirements

Customer shall:

• Obtain all necessary consents from individuals before processing their Personal Data or Biometric Data;
• Provide clear and conspicuous notice of surveillance activities;
• Maintain records of consents obtained;
• Honor data subject rights requests;
• Implement appropriate data retention and deletion policies.

5.3 Security Obligations

Customer shall implement and maintain appropriate technical and organizational security measures, including:

• Strong authentication for all Authorized Users;
• Encryption of data in transit and at rest;
• Regular security assessments and updates;
• Access controls based on least privilege principles;
• Incident response and breach notification procedures.

5.4 Human Oversight

Pursuant to EU AI Act Article 14, Customer SHALL implement human oversight measures including:

• Designated personnel trained to interpret AI outputs;
• Documented procedures for validating automated alerts before taking action;
• Override capabilities allowing human operators to disregard AI recommendations;
• Regular audits of AI performance and decision accuracy.

Customer acknowledges that the Services are decision-support tools that AUGMENT but do not REPLACE human judgment.

ARTICLE 6: PROHIBITED USES

6.1 Absolutely Prohibited Uses

The following uses are strictly prohibited and constitute material breach:

• Commercial or Business Use: Using the Services for any commercial, business, or professional purposes including offices, retail stores, warehouses, or any business premises. DALEXOR is licensed exclusively for personal/household use;
• Mass Surveillance: Indiscriminate monitoring of the general public in publicly accessible spaces without individualized suspicion;
• Social Scoring: Evaluating or classifying persons based on social behavior leading to detrimental treatment;
• Biometric Profiling of Unknown Persons: Building databases of facial embeddings or biometric data for non-enrolled individuals;
• Discrimination: Using the Services to discriminate based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics;
• Stalking or Harassment: Tracking individuals without lawful authority or consent;
• Illegal Surveillance: Monitoring in locations where individuals have a reasonable expectation of privacy without consent;
• Child Exploitation: Any use involving the exploitation or harm of minors;
• Criminal Activity: Facilitating any criminal offense;
• Circumvention of Privacy Controls: Attempting to bypass technical measures that protect unknown persons' privacy.

Commercial Use Consequences: Any commercial, business, or professional use constitutes a material breach, immediately terminates all licenses, may cause the system to fall outside the household exemption under Article 2(2)(d) of the EU AI Act, and exposes the Customer to potential regulatory consequences for which Dalexor shall not be liable.

6.2 EU AI Act Prohibited Practices

Per Regulation (EU) 2024/1689 Article 5, Customer SHALL NOT use the Services for:

• Subliminal manipulation causing significant harm;
• Exploitation of vulnerabilities due to age, disability, or social situation;
• Real-time remote biometric identification in publicly accessible spaces for law enforcement (except as permitted under Article 5(1)(h));
• Emotion recognition in workplace or educational contexts (except for medical/safety purposes);
• Biometric categorization to deduce protected characteristics.

6.3 Consequences of Prohibited Use

Violation of Article 6 shall result in immediate termination of all licenses without notice or cure period. Customer shall be liable for all damages, including statutory penalties under GDPR (up to €20,000,000 or 4% of annual turnover), BIPA ($1,000-$5,000 per violation), and other applicable laws.

ARTICLE 7: INTELLECTUAL PROPERTY

7.1 Dalexor Intellectual Property

The Services, including all software, algorithms, neural networks, models, interfaces, Documentation, trademarks, and trade secrets, are the exclusive property of Dalexor and its licensors. Nothing in this Agreement transfers any Intellectual Property Rights to Customer.

7.2 Customer Data

Customer retains all rights in Customer Data. Customer grants Dalexor a limited license to process Customer Data solely to provide the Services and as otherwise permitted by this Agreement.

7.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants Dalexor a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to Customer.

7.4 Third-Party Components

The Services may include third-party open source components subject to separate license terms. A list of such components and their licenses is available in the Documentation.

ARTICLE 8: FEES AND PAYMENT

8.1 Fees

Customer shall pay all fees specified in the applicable Order Form or pricing page. All fees are quoted in Euros (EUR) unless otherwise specified and are exclusive of applicable taxes.

8.2 Payment Terms

Fees are due in advance for each Subscription Term. Payment is due within 30 days from the invoice date. Late payments accrue interest at 1.5% per month or the maximum legal rate, whichever is lower.

8.3 Taxes

Customer is responsible for all taxes, duties, and levies arising from this Agreement, excluding taxes based on Dalexor's net income. If Dalexor is required to collect taxes, Customer shall pay such taxes upon invoice.

8.4 Price Changes

Dalexor may modify pricing with at least 60 days' notice before the next renewal period. Customer may terminate before the new pricing takes effect.

ARTICLE 9: CONFIDENTIALITY

9.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential, including business plans, technical data, customer lists, and pricing.

9.2 Obligations

Each party shall: (a) protect the other's Confidential Information using at least the same care used for its own confidential information; (b) not disclose Confidential Information except to employees and contractors with a need to know; (c) use Confidential Information only for purposes of this Agreement.

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known prior to disclosure; (c) is independently developed; (d) is rightfully received from a third party.

9.4 Compelled Disclosure

If legally compelled to disclose Confidential Information, the receiving party shall provide prompt notice (if permitted) and cooperate with efforts to obtain protective treatment.

ARTICLE 10: WARRANTIES AND DISCLAIMERS

10.1 Dalexor Warranties

Dalexor warrants that:

• It has the right to grant the licenses herein;
• The Services will perform substantially in accordance with Documentation for 90 days from delivery;
• The Services do not contain malicious code at the time of delivery;
• The Services are designed to facilitate compliance with applicable data protection laws.

AI Accuracy Disclaimer: Dalexor disclaims all warranties for AI accuracy in edge cases including but not limited to low light conditions, partial occlusion, or adverse weather. Customer assumes all risks of false positives or false negatives, including any physical actions triggered by the system.

10.2 Customer Warranties

Customer warrants that:

• It has the authority to enter into this Agreement;
• Its use of the Services will comply with all applicable laws;
• It has obtained all necessary consents for processing Personal Data;
• Customer Data does not infringe any third-party rights.

10.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

Hardware Compatibility: Dalexor does not warrant compatibility with any specific third-party hardware, cameras, or network environments. Customer is responsible for ensuring that its hardware meets the minimum system requirements published in the Documentation.

Third-Party Services: Dalexor is not responsible for availability or security of third-party messaging platforms or notification services.

DETECTION ACCURACY DISCLAIMER: While the Services achieve high detection accuracy in controlled testing, real-world performance varies based on lighting, camera quality, occlusion, and environmental factors. Customer acknowledges that:

• False positives and false negatives will occur;
• Confidence scores indicate probability, not certainty;
• AI analysis requires human validation before action;
• The Services do not guarantee prevention of any security incident.

ARTICLE 10A: ARTIFICIAL INTELLIGENCE TRANSPARENCY (EU AI ACT)

10A.1 AI System Classification

We believe that the DALEXOR platform, when used strictly for personal household purposes as intended and licensed, is likely to fall within the scope of the household exemption under Article 2(2)(d) of the EU AI Act and would be classified as a Limited-Risk AI System. Our privacy-by-design architecture ensures we are NOT a prohibited mass surveillance or real-time biometric identification system.

Important Notice: However, the final legal classification always depends on the specific circumstances of use. Customers remain responsible for ensuring that their particular deployment complies with the applicable provisions of the EU AI Act and other relevant legislation. The system is expressly limited to personal, non-professional use within private residences. Any commercial, business, or professional use voids any potential exemption and constitutes a material breach of these Terms.

10A.2 How Our AI Works

Computer Vision: Neural networks trained on diverse datasets to detect persons, objects, and activities

Face Recognition: Biometric matching only for voluntarily enrolled individuals with explicit consent

Behavioral Analysis: Vision-Language Models (VLMs) analyze scenes and assess potential security threats

Limitations: AI systems may exhibit reduced accuracy in:

• Poor lighting conditions (very dark or bright)
• Severe camera angles or occlusion
• Low-resolution video feeds
• Demographic groups underrepresented in training data

10A.3 Performance Metrics

Detection Accuracy: The Services achieve high detection accuracy in controlled testing conditions, though actual performance varies based on environmental conditions, camera quality, and deployment configuration.

Real-World Variability: Performance may be affected by factors including lighting conditions, camera angles, occlusion, and environmental variables.

10A.4 Human Oversight Requirements

Per EU AI Act Article 14, the DALEXOR system is designed as a decision-support tool requiring human oversight:

• AI alerts require human validation before consequential action
• Users can override or disregard AI recommendations
• No fully automated decisions with legal or similarly significant effects
• Customers must designate trained personnel to supervise AI outputs

10A.5 Bias Mitigation

While our training datasets include diverse demographic representation, no AI system is entirely bias-free. We:

• Continuously monitor for demographic performance disparities
• Update models to reduce identified biases
• Recommend customers validate AI performance in their specific deployment context
• Provide incident reporting for suspected bias-related errors

10A.6 Model Updates

We may update AI models to improve performance or fix issues. Material updates affecting accuracy or capabilities will be communicated to customers with at least 30 days' notice.

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Caps

DALEXOR'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) TEN THOUSAND EUROS (€10,000).

11.3 Exceptions

The limitations in this Article 11 do not apply to:

• Breach of license restrictions (Article 4.2);
• Prohibited uses (Article 6);
• Breach of confidentiality (Article 9);
• Indemnification obligations (Article 12);
• Customer's payment obligations;
• Liability that cannot be limited under applicable law.

11.4 Basis of the Bargain

The limitations and exclusions in this Article 11 reflect the allocation of risk between the parties and are an essential basis of the bargain. The Services would not be provided without these limitations.

ARTICLE 12: INDEMNIFICATION

12.1 Indemnification by Dalexor

Dalexor shall defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services, as provided by Dalexor, infringe any patent, copyright, or trademark. This indemnity does not apply to claims arising from: (a) Customer's modification of the Services; (b) combination with non-Dalexor products; (c) use in violation of this Agreement; (d) use of non-current versions when infringement could have been avoided.

12.2 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Dalexor and its affiliates from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

• Customer's breach of these Terms;
• Customer's violation of applicable laws or regulations;
• Customer's negligence or willful misconduct;
• Customer Data, including any claims related to privacy or data protection;
• Customer's use of the Services in violation of these Terms;
• Any Regulatory Reclassification resulting from Customer's actions;
• Any fines or penalties arising from Customer's failure to maintain consents or conduct required DPIAs.

12.3 Indemnification Procedure

The indemnified party shall: (a) provide prompt written notice; (b) grant sole control of defense and settlement; (c) provide reasonable cooperation. The indemnifying party shall not settle without consent if settlement imposes obligations on the indemnified party.

ARTICLE 13: TERM AND TERMINATION

13.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days before expiration, the Agreement automatically renews for successive periods equal to the initial term.

13.2 Termination for Breach

Either party may terminate this Agreement upon 30 days' written notice if the other party materially breaches and fails to cure within the notice period. Breach of Articles 4.2, 6, or 9 may result in immediate termination without cure period.

13.3 Termination for Convenience

Customer may terminate for convenience upon 30 days' written notice. No refund of prepaid fees will be provided for termination for convenience.

13.4 Effect of Termination

Upon termination:

• All licenses immediately terminate;
• Customer shall cease all use of the Services;
• Customer shall destroy all copies of software and Documentation;
• Each party shall return or destroy the other's Confidential Information;
• Customer shall pay all outstanding fees;
• Customer may request export of Customer Data within 30 days.

13.5 Survival

Articles 1, 7, 9, 10.3, 11, 12, 13.4, 13.5, and 14 survive termination.

ARTICLE 14: GENERAL PROVISIONS

14.1 Governing Law

This Agreement is governed by the laws of Romania, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute Resolution

Any dispute arising from this Agreement shall be resolved as follows:

1. Negotiation: The parties shall attempt to resolve disputes through good faith negotiation for 30 days;
2. Mediation: If negotiation fails, the parties shall attempt mediation under ICC Mediation Rules;
3. Arbitration: If mediation fails, disputes shall be finally resolved by arbitration under ICC Arbitration Rules, with one arbitrator, seated in Oradea, Romania, conducted in English.

14.3 Entire Agreement

This Agreement, together with the Privacy Policy and any Order Forms, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

14.4 Amendment

Dalexor may amend this Agreement by posting updated terms on its website. Material changes will be notified at least 30 days in advance. Continued use after the effective date constitutes acceptance.

14.5 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

14.6 Waiver

Failure to enforce any right does not constitute waiver. Waivers must be in writing and signed by the waiving party.

14.7 System Integrity

Dalexor reserves the right to remotely verify system integrity and compliance without accessing personal data. Customer shall provide full cooperation for such verification.

14.8 No Third-Party Rights

This Agreement confers no rights on non-parties including data subjects or non-enrolled persons.

14.7 Assignment

Customer may not assign this Agreement without Dalexor's prior written consent. Dalexor may assign to affiliates or successors. Any prohibited assignment is void.

14.8 Force Majeure

Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

14.9 Notices

Notices shall be in writing and sent to the addresses in the Order Form. Email is permitted for operational notices. Legal notices require delivery confirmation.

14.10 Independent Contractors

The parties are independent contractors. Nothing creates an employment, agency, partnership, or joint venture relationship.

14.11 Export Compliance

The Services are subject to export control laws. Customer shall not export or re-export in violation of applicable laws, including to prohibited countries or persons.

14.12 Language

This Agreement is in English. If translated, the English version prevails in case of conflict.

ARTICLE 15: CONSUMER RIGHT OF WITHDRAWAL (EEA CONSUMERS ONLY)

15.1 Right of Withdrawal

If you are a consumer (natural person acting outside any trade, business, craft or profession) located in the European Economic Area, you have the right to withdraw from this Agreement within 14 days without giving any reason.

15.2 Withdrawal Period

The withdrawal period expires 14 days after the day of conclusion of the contract.

15.3 How to Exercise the Right

To exercise the right of withdrawal, you must inform us (Dalexor, support@dalexor.com) of your decision by an unequivocal statement (e.g. letter sent by post or email). You may use the model withdrawal form below, but it is not obligatory.

15.4 Effects of Withdrawal

If you withdraw from this Agreement, we will reimburse all payments received from you, including delivery costs (if any), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise.

15.5 Early Performance

If you request immediate performance of the service and expressly consent to waive your right of withdrawal, the right shall be lost upon full commencement of the service.

15.6 Model Withdrawal Form

To: Dalexor, support@dalexor.com
I hereby give notice that I withdraw from my contract for the supply of the following service: [Service description]
Ordered on: [Date]
Name of consumer: [Name]
Address of consumer: [Address]
Signature of consumer: [Signature] (only if this form is notified on paper)
Date: [Date]