— Legal

Terms of Service

Last updated · 11 April 2026

Section 1Definitions and interpretation

1.1Definitions

In these Terms, unless the context otherwise requires:

“Acceptable Use Policy” or “AUP” means the policy governing permitted and prohibited uses of the Services, as updated from time to time.

“Aggregated Data” means data derived from Customer Content that has been irreversibly anonymised, de-identified, and aggregated such that it cannot, by any reasonably foreseeable means, be linked back to or used to identify an identified or identifiable natural person within the meaning of Recital 26 of the GDPR and equivalent provisions of other Applicable Data Protection Laws.

“AI Output” or “Output” means any output generated by the Services’ artificial intelligence systems in response to Customer Content or Inputs, including but not limited to interview analyses, behavioural insight reports, segmentation analyses, thematic clustering, strategic recommendations, synthetic audio, and any other machine-generated content.

“Applicable Data Protection Law” means all applicable laws, regulations, and binding guidance relating to the processing of personal data, including: (a) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (b) the UK GDPR and Data Protection Act 2018; (c) the California Consumer Privacy Act, as amended by the CPRA (“CCPA”); (d) the Swiss Federal Act on Data Protection; and (e) any other applicable data protection legislation.

“Authorised User” means any individual authorised by Customer to access and use the Services on Customer’s behalf, including employees, contractors, and agents.

“Beta Feature” means any feature, service, or functionality designated by Dipio AI as “Beta,” “Preview,” “Early Access,” “Experimental,” or by any similar designation.

“Content” means, collectively, Inputs and Outputs.

“Customer Content” means all data, materials, Inputs, and information provided by or on behalf of Customer to the Services, including Customer Inputs and Interview Data. Customer Content does not include AI Outputs.

“Customer Inputs” means all content, data, and materials provided by or on behalf of Customer (as distinct from End Users) to the Services, including project briefs, interview parameters, target audience specifications, brand materials, and uploaded content. Customer Inputs do not include End User Content.

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, in writing, or electronically, that is designated as confidential or that the Receiving Party reasonably should know is confidential. Confidential Information does not include Aggregated Data.

“Data Processing Agreement” or “DPA” means the data processing agreement between Dipio AI and Customer, as published on the website or separately executed, governing the processing of personal data in connection with the Services.

“Deliverables” means the project-specific AI Outputs and reports delivered by Dipio AI to Customer as part of the Services, as specified in the applicable Ordering Document or Service Plan.

“Derived Models” means any machine learning model, algorithm, statistical model, neural network, synthetic dataset, analytical framework, or predictive system developed, trained, fine-tuned, or improved by Dipio AI using Aggregated Data or Content licensed under these terms, whether in whole or in part.

“End User” means any natural person who participates in an interview conducted through the Services, including respondents and interviewees directed to the platform by Customer or Customer’s customers.

“End User Content” means all Content provided directly by End Users to the Services during their participation in interviews, including voice recordings, audio data, video recordings, interview responses, and all derivative data generated during the interview process. End User Content is provided by End Users pursuant to the End User Terms and is not provided by or on behalf of Customer.

“End User Terms” or “End User Terms of Use” means the terms of use published on the Dipio AI website, constituting a direct, legally binding agreement between Dipio AI and each End User governing the End User’s participation in interviews and the licence of End User Content to Dipio AI, as described herein.

“Inputs” means all content, data, prompts, parameters, voice recordings, audio files, video recordings, text, images, and materials that Customer, its Authorised Users, or End Users submit, upload, transmit, or otherwise provide to the Services.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, database rights, rights in designs, know-how, and all other intellectual property rights, whether registered or unregistered, in any jurisdiction worldwide.

“Interview Data” means all data generated during or derived from End User interviews conducted through the Services, including audio recordings, video recordings (where applicable), transcripts, AI-generated structured analyses, voice characteristics, behavioural patterns, and metadata.

“Models” means Dipio AI’s foundational and other artificial intelligence models, including voice models, language models, behavioural analysis models, and any other machine learning or AI systems used to provide the Services.

“Ordering Document” means a Statement of Work (“SOW”), Work Order (“WO”), Order Form, or any other written or electronic document executed by the parties (or completed through the Platform’s online subscription process) that references these Terms and specifies the scope, Service Plan, fees, and any additional or modified terms applicable to Customer’s use of the Services.

“Platform” means the Dipio AI web application, APIs, client-branded subdomains, voice agent interfaces, dashboards, and all associated tools, software, and services made available by Dipio AI.

“Privacy Notice” means the privacy notice published by Dipio AI, as updated from time to time, describing the collection, use, disclosure, and protection of personal data, including the Voice and Audio Processing Notice.

“Service Plan” means the specific tier, package, or configuration of Services selected by Customer, as described in the applicable Ordering Document or the Platform’s subscription interface.

“Services” means the AI-powered behavioural research, interview, analysis, and insight generation services provided by Dipio AI through the Platform, including associated APIs and tools.

“Subscription Term” means the initial period and any renewal periods during which Customer is entitled to access the Services, as specified in the applicable Ordering Document or Service Plan.

“Voice Data” means audio recordings of a person’s voice, voice characteristics, voiceprints, acoustic features, and any data derived from voice analysis, whether provided as Inputs or generated during interviews through the Services.

1.2Interpretation

• Headings are for convenience only and do not affect interpretation.
• “Including” and “includes” mean “including without limitation.”
• References to legislation include all amendments, re-enactments, and successor legislation.
• “Writing” and “written” include email and electronic communications.
• The order of precedence set out in the Preamble applies in the event of conflict between components of this Agreement.

Section 2Services

2.1Service description

Dipio AI provides an AI-powered platform for behavioural research. The Services include, but are not limited to:

• AI-led, in-depth unstructured interviews with End Users via voice agent technology;
• automated transcription and analysis of audio and video recordings;
• AI-assisted qualitative and quantitative analysis using proprietary behavioural science frameworks;
• generation of behavioural insight reports, thematic clustering, segmentation analyses, and strategic recommendations;
• dashboard access for monitoring interview progress, reviewing transcripts, and accessing Deliverables;
• conversational analytics interfaces enabling interaction with aggregated research data;
• synthetic audience, and synthetic twins modelling, voice synthesis, and behavioural simulation capabilities (where available); and
• API access for programmatic integration with Customer’s systems (where available).

2.2Service Plans

The Services are provided according to the Service Plan selected by Customer. Features, limitations, number of interviews, and pricing are as set out in the applicable Ordering Document or the Platform’s pricing page. Dipio AI reserves the right to modify Service Plan features, scope, and pricing with no less than thirty (30) days’ prior notice. Such modifications take effect at the beginning of the next Subscription Term.

2.3Beta Features

Dipio AI may offer Beta Features at its sole discretion. Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty, service level commitment, or support obligation. Dipio AI may modify, suspend, or discontinue any Beta Feature at any time without notice or liability. Customer’s use of Beta Features is voluntary and at Customer’s own risk.

2.4Service availability

Dipio AI shall use commercially reasonable efforts to maintain availability. Dipio AI does not guarantee uninterrupted, error-free, or secure access. Service level commitments (if any) are available only as specified in an Ordering Document.

2.5Modifications to Services

Dipio AI may modify, update, or discontinue features. Where a modification materially and adversely affects Customer’s use, Dipio AI shall provide thirty (30) days’ prior notice.

2.6Third-party features

The Services may integrate with third-party services, APIs, or models. Such features are subject to the applicable third party’s terms, and Dipio AI is not responsible for their availability, accuracy, or performance.

Section 3Fees and payment

3.1Fees

Customer shall pay the fees specified in the applicable Ordering Document or Platform subscription interface. All fees are exclusive of taxes unless stated otherwise. Fees may be based on subscription tiers, usage volumes, or a combination, as specified in the applicable Ordering Document.

3.2Invoicing and payment

Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed. For online subscriptions, payment is processed automatically via the payment method on file.

3.3Usage-based charges

Where the Service Plan includes usage-based components (interview credits, API calls, compute time), usage exceeding the included allocation is charged at the rates in the applicable Ordering Document or pricing page. Usage data is available through the Platform dashboard.

3.4Late payment

For overdue undisputed amounts, Dipio AI may: (a) charge interest at the lesser of 1.5% per month or the maximum permitted rate; (b) suspend access upon fifteen (15) days’ notice; and (c) recover reasonable collection costs.

3.5Taxes

Customer is responsible for all applicable taxes except taxes on Dipio AI’s net income. If withholding is required, Customer shall gross up the payment.

3.6Fee changes

Dipio AI may update fees with thirty (30) days’ notice. Updated fees apply at the start of the next Subscription Term. Fees in executed Ordering Documents remain fixed for their duration unless otherwise agreed.

3.7Refunds

Fees are non-refundable except: (a) as provided in Section 2.5 (material modifications); (b) Section 11.3 (termination for cause); or (c) as required by mandatory law. Prepaid credits (if any) are non-refundable and expire at the end of the Subscription Term unless specified otherwise.

Section 4Customer obligations

4.1Account security

Customer is responsible for: (a) maintaining credential security; (b) all account activity; (c) promptly notifying Dipio AI of unauthorised access; and (d) ensuring Authorised User compliance.

4.2Compliance

Customer shall comply with: (a) all Applicable Data Protection Laws; (b) the Acceptable Use Policy; (c) applicable industry regulations; and (d) all applicable laws in jurisdictions where Customer operates or End Users are located.

4.3End User eligibility

Customer shall ensure End Users are at least eighteen (18) years of age or the applicable age of majority. Customer shall immediately notify Dipio AI if a minor participates in an interview.

4.4End User communications

Customer shall ensure all End User communications are accurate, not misleading, and consistent with Dipio AI’s Privacy Notice. Customer shall not make representations about Dipio AI’s data practices without prior written approval.

4.5Lawful basis for processing

Customer warrants a valid lawful basis under Applicable Data Protection Law for sharing End User information with Dipio AI, directing End Users to the Platform, and receiving Deliverables. Customer is solely responsible for obtaining required consents and authorisations.

4.6Content responsibility

Customer is solely responsible for the accuracy, completeness, and lawfulness of all Customer Content and Inputs. Dipio AI is not responsible for AI Outputs to the extent influenced by inaccurate or unlawful Inputs.

4.7Cooperation

Customer shall cooperate with Dipio AI in connection with data subject requests, regulatory inquiries, security incidents, and other matters requiring coordination. Customer shall designate a primary data protection contact.

Section 5End User terms and consent architecture

5.1End User Terms of Use

Dipio AI publishes and maintains separate End User Terms of Use (the “End User Terms”). The End User Terms constitute a direct, legally binding agreement between Dipio AI and each End User. The End User Terms govern the End User’s participation in interviews and include, among other provisions: (a) acknowledgment of AI interaction and recording; (b) a content and voice licence grant from the End User to Dipio AI (as described in Section 5.3); (c) intellectual property provisions; (d) disclaimers and limitation of liability; and (e) age verification.

Customer acknowledges that the End User Terms are a separate agreement to which Customer is not a party, and that the rights obtained by Dipio AI under the End User Terms are independent of this Agreement.

5.2Consent mechanism

The Platform’s interview landing page shall present each End User, prior to participation, with the following:

• End User Terms of Use — which the End User must accept by affirmative action (e.g., checking a checkbox). Acceptance of the End User Terms includes agreement to the content and voice licence;
• Data Subject Notice and Privacy Notice — informing the End User of: the identity of data controllers; purposes and legal bases of processing; categories of personal data collected (including audio recordings, Voice Data, transcripts, and behavioural analyses); recipients; cross-border transfers; retention periods; and the End User’s rights under Applicable Data Protection Law;
• Service Delivery Consent (mandatory) — affirmative consent to the processing of Interview Data (including Voice Data) for the purpose of delivering the Services to Customer;
• Model Training Consent (separate, optional) — separate affirmative consent to or decline of the use of anonymised, aggregated data derived from the interview (including voice characteristics) for improving Dipio AI’s systems, Models, and services; and
• Age Confirmation (mandatory) — confirmation that the End User is at least eighteen (18) years of age (or the applicable age of majority).

5.3End User Content and voice licence

(a) Licence grant from End Users. Through acceptance of the End User Terms, each End User grants directly to Dipio AI a licence to use, host, store, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly or otherwise perform and display, and otherwise exploit the End User’s Content (including all voice recordings, Voice Data, interview responses, audio data, video recordings, transcripts, behavioural data, and all derivative data) for the following purposes:

• to provide, operate, and maintain the Services (including trust, safety, and moderation features);
• to improve, enhance, and optimise the Services, including analytical, transcription, voice synthesis, and insight generation systems;
• to train, fine-tune, validate, evaluate, and develop Models and Derived Models, including voice models, language models, and behavioural analysis models;
• to develop new features, products, and services, including synthetic audience and synthetic twins modelling, behavioural simulation, voice technology, and predictive analytics;
• to conduct internal research, benchmarking, quality assurance, and safety testing;
• to generate anonymised, aggregated analyses, benchmarks, and insights;
• to create and host the synthetic twin based on the End User’s Content, strictly for ongoing research and simulation purposes; and
• to comply with applicable law and protect rights, property, and safety of Dipio AI, its users, and third parties.

(b) Licence terms. The End User licence is: perpetual and irrevocable; non-exclusive; royalty-free and fully paid; worldwide; and sub-licensable through multiple tiers. The full terms of the End User licence are set out in the End User Terms.

(c) Voice and audio data. The End User licence expressly covers all Voice Data, including voice recordings, voice characteristics, acoustic features, and voiceprints, for all purposes described above.

(d) Video and visual data. Where the Services support video recording, the End User licence extends to all video recordings, visual data, facial expressions, body language indicators, and other visual information, for the same purposes and on the same terms.

5.4Independence of End User rights

The parties expressly acknowledge and agree that:

• the End User Terms and the content/voice licence granted thereunder constitute a direct agreement between Dipio AI and each End User, independent of this Agreement;
• the rights obtained by Dipio AI from End Users survive termination or expiration of Customer’s Agreement with Dipio AI;
• Customer has no authority to grant, withhold, revoke, or modify rights on behalf of End Users — each End User’s acceptance of the End User Terms and consent decisions are personal and exercised independently;
• Customer’s Service Plan election (including any opt-out from model training) governs the contractual relationship between the parties and may affect pricing and data handling, but does not override or affect End User consents or licences; and
• termination of Customer’s Agreement does not terminate, revoke, or affect the End User Terms or any licence or consent obtained directly from End Users.

5.5Withdrawal of consent

End Users may withdraw Model Training Consent at any time by contacting Dipio AI as specified in the Privacy Notice. Withdrawal applies prospectively from the date of receipt. Data already irreversibly anonymised and incorporated into Aggregated Data or Derived Models prior to withdrawal cannot be extracted, as it no longer constitutes personal data. The End User’s content/voice licence under the End User Terms is separate from Model Training Consent and is governed by the terms set out in the End User Terms.

5.6Customer obligations regarding End User flow

Customer shall:

• accurately communicate to End Users that they are being directed to an AI-powered research platform operated by Dipio AI;
• not interfere with, undermine, circumvent, or misrepresent the End User Terms, consent mechanism, or Data Subject Notice presented on the Platform;
• not make any representations to End Users regarding Dipio AI’s data practices, data use, or licensing terms that are inconsistent with the End User Terms or Privacy Notice;
• ensure that invitation links and End User communications are accurate, not misleading, and compliant with Applicable Data Protection Law; and
• promptly notify Dipio AI if Customer becomes aware that an End User was directed to the Platform under false pretences, without informed awareness, or in violation of these Terms.

Section 6Content, recordings, and data use

6.1Inputs and outputs

(a) Customer Inputs. Customer and its Authorised Users may transmit data and information as Input to the Services, including project briefs, interview parameters, target audience specifications, brand materials, text descriptions, and any other content provided by or on behalf of Customer (“Customer Inputs”). Customer Inputs do not include End User Content (defined below).

(b) End User Content. End Users provide Content directly to the Services during their participation in interviews, including voice recordings, audio data, video recordings, interview responses, and all derivative data generated during the interview process (“End User Content”). End User Content is provided by End Users pursuant to the End User Terms of Use and is not provided by or on behalf of Customer.

(c) Outputs. When Inputs and End User Content are processed through the Services, Customer may receive Output generated by one or more of Dipio AI’s Models. Dipio AI may enable Customer to download or export Output from some (but not all) of the Services; in such cases, Customer is permitted to use such Output outside of the Services but always subject to these Terms and the Acceptable Use Policy.

6.2Rights to Content

(a) Customer Inputs. Except as expressly set forth herein, as between Customer and Dipio AI, Customer retains all rights in and to its Customer Inputs.

(b) End User Content. Rights in End User Content are governed by the End User Terms of Use, which constitute a direct agreement between Dipio AI and the End User. Dipio AI obtains its rights to End User Content (including the content and voice licence) directly from End Users. Customer does not own, control, or have authority to grant or withhold rights over End User Content.

(c) AI Outputs. Output is generated by, but does not include, Dipio AI’s Models. Except as expressly set forth herein, as between Customer and Dipio AI, Customer retains all rights in and to Output generated specifically for Customer. However, due to the nature of AI systems, Dipio AI does not represent or warrant that Output is unique. Substantially similar or identical Output may be generated for other customers, and Dipio AI makes no representations regarding non-infringement of AI Outputs.

(d) Models. Customer acknowledges that Dipio AI’s Models (including all voice models, language models, behavioural analysis models, and any other AI/ML systems) are and remain the exclusive property of Dipio AI. Nothing in this Agreement transfers any rights in or to the Models to Customer.

6.3Licence to Customer Inputs

(a) Licence grant. Customer hereby grants to Dipio AI a licence to use, host, store, reproduce, modify, adapt, translate, create derivative works from, distribute, and otherwise exploit Customer Inputs for the following purposes:

• to provide, operate, and maintain the Services (including trust, safety, and moderation features);
• to improve, enhance, and optimise the Services, including analytical, transcription, and insight generation systems;
• to train, fine-tune, validate, evaluate, and develop Models and Derived Models;
• to develop new features, products, and services;
• to conduct internal research, benchmarking, quality assurance, and safety testing;
• to generate anonymised, aggregated statistical analyses, benchmarks, and insights for use across the Platform and Dipio AI’s products;
• to comply with applicable law, enforce these Terms, and protect rights and safety; and
• any other purpose for which the Customer Inputs have been irreversibly anonymised.

(b) Licence terms. The licence granted under Section 6.3(a) shall be:

• perpetual and irrevocable (surviving termination, except as set forth in Section 6.6);
• non-exclusive (Customer may licence its Inputs to others);
• royalty-free and fully paid;
• worldwide; and
• sub-licensable through multiple tiers (to sub-processors, affiliates, and partners as necessary).

6.4End User Content — acknowledgment

(a) Direct licence from End Users. Customer acknowledges and agrees that Dipio AI obtains all rights to End User Content (including voice recordings, Voice Data, interview responses, audio, video, and all derivative data) directly from End Users through the End User Terms.

(b) No Customer licence required. Because End User Content is provided directly by End Users to the Services and is licensed directly by End Users to Dipio AI, Customer is not required to (and does not) grant a licence over End User Content.

(c) Survival. The rights obtained by Dipio AI from End Users under the End User Terms survive termination or expiration of this Agreement between Dipio AI and Customer.

6.4Processing for service delivery

In providing the Services, Dipio AI processes Interview Data as a Processor on behalf of Customer (acting as Controller) for the purposes of conducting interviews, transcription, analysis, and generating Deliverables. The terms of such processing are set out in the DPA.

6.5Service Plan data provisions

Certain Service Plans or Ordering Documents may include specific provisions regarding the use of Content for model training and improvement. Where a Service Plan expressly provides that Customer’s Content is excluded from use for model improvement:

• such exclusion applies to Dipio AI’s contractual obligation to Customer and reflects a commercial commitment associated with the applicable pricing tier;
• Dipio AI shall implement reasonable technical and organisational measures to segregate such Content from data used for model training; and
• such exclusion does not affect the validity of Model Training Consent independently obtained from End Users, nor the licence granted with respect to Content that has been irreversibly anonymised and incorporated into Aggregated Data prior to the exclusion taking effect.

6.6Opt-out and data deletion

(a) Training opt-out. Customer may opt out of the use of its Content for Model training and improvement at any time by: (i) selecting the applicable option in the Platform’s account settings; or (ii) notifying Dipio AI in writing. Once the opt-out request has been processed, Customer’s Content will no longer be used to train or improve Models, except as may be necessary to provide the Services to Customer. The opt-out does not affect any uses of, or materials resulting from uses of, Content prior to the opt-out date, including Derived Models and Aggregated Data already created.

(b) Data deletion. Customer or End Users may request deletion of personal data as required under Applicable Data Protection Law. Please see the Privacy Notice and the DPA for more information. Data that has been irreversibly anonymised and incorporated into Aggregated Data or Derived Models prior to the deletion request cannot be extracted, isolated, or deleted, as such data no longer constitutes personal data.

6.8Aggregated data and Derived Models

As between the parties, Dipio AI exclusively owns all right, title, and interest in and to all Aggregated Data and all Derived Models. Customer has no ownership interest, licence, right of access, or claim in or to Aggregated Data or Derived Models, regardless of whether Customer’s Content or End Users contributed to the underlying data. The use of Content for model training, product improvement, and development of Derived Models does not create any derivative Intellectual Property Rights for Customer and does not entitle Customer to any revenue, royalties, or other compensation.

6.9No sale of personal data

Dipio AI does not sell, rent, or commercially transfer personal data. Processing of Aggregated Data for model training does not constitute a “sale” or “sharing” within the meaning of the CCPA or other Applicable Data Protection Law.

6.10Content moderation

Dipio AI does not undertake to review all Content and expressly disclaims any duty to monitor Content. However, Dipio AI may:

• delete, remove, or refuse to host any Content at any time for any reason, including violation of applicable law, these Terms, or the AUP;
• terminate or suspend Customer’s access if Content is reasonably likely to violate applicable law or these Terms;
• take any action with respect to Content that is necessary to ensure compliance with applicable law, protect Dipio AI’s rights, or protect third-party rights (including intellectual property and privacy rights); and
• as permitted by law, cooperate fully with law enforcement authorities or court orders requesting disclosure of information relating to Content.

6.11Necessary rights and warranties

(a) Customer Inputs. Customer may not provide Customer Inputs for which Customer does not have all rights necessary to grant Dipio AI the licences. Customer represents and warrants that: (i) Customer Inputs, and Dipio AI’s use thereof as contemplated by this Agreement, will not violate any rights of any person or entity; (ii) Customer has obtained all necessary rights, consents, and permissions for the Customer Inputs it provides; and (iii) no Customer Input includes protected health information (as defined by HIPAA) except as permitted by an executed HIPAA Business Associate Agreement.

(b) End User Content. Customer acknowledges that it does not provide and is not the source of End User Content. Dipio AI is responsible for obtaining the necessary rights from End Users through the End User Terms and the consent mechanism. Customer’s obligations with respect to End User Content are: (i) not to interfere with, undermine, circumvent, or misrepresent the End User Terms or consent mechanism; (ii) not to make representations to End Users about Dipio AI’s data practices that are inconsistent with the End User Terms or Privacy Notice; (iii) to ensure that End Users directed to the Platform meet the eligibility requirements; and (iv) to accurately communicate to End Users the nature and purpose of their participation.

(c) No health data. Customer shall not design interview parameters intended to elicit protected health information (as defined by HIPAA) from End Users unless a HIPAA Business Associate Agreement has been executed between the parties.

6.12Data retention

Dipio AI retains Interview Data for the period necessary to fulfil its obligations and comply with Applicable Data Protection Law. Specific retention periods are in the DPA and Privacy Notice. Aggregated Data and Derived Models are retained indefinitely. For voice recordings and audio data, please see the Voice and Audio Processing Notice in the Privacy Notice.

Section 7Intellectual property

7.1Customer Intellectual Property

Subject to the licences granted in Section 6, Customer retains all Intellectual Property Rights in Customer Content and Inputs.

7.2Dipio AI Intellectual Property

Dipio AI retains all Intellectual Property Rights in: (a) the Platform, including source code, architecture, APIs, and documentation; (b) all proprietary analytical frameworks, methodologies, behavioural science models, and know-how; (c) all Models and Derived Models; (d) all Aggregated Data; and (e) all improvements, modifications, and derivative works of the foregoing. Nothing in this Agreement transfers Dipio AI Intellectual Property to Customer except for the limited licence in Section 7.4.

7.3Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services (“Feedback”), Dipio AI may use such Feedback without restriction, attribution, or compensation. Customer hereby assigns all rights in Feedback to Dipio AI.

7.4Licence to Customer

During the Subscription Term, Dipio AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for Customer’s internal business purposes in accordance with the applicable Service Plan.

7.5Open-source components

The Platform may incorporate open-source software. Such components are licensed under their respective open-source licences.

7.6Use restrictions

Customer shall not, and shall ensure that Authorised Users do not:

• reverse engineer, decompile, disassemble, or attempt to discover source code, algorithms, model weights, training data, or architecture of the Services or Models;
• use Content, Deliverables, or data from the Services to develop, train, fine-tune, evaluate, or improve any AI model, machine learning system, or competing service;
• create derivative works based on the Services, except as necessary for permitted internal use;
• sublicense, resell, distribute, or make the Services or Deliverables available to third parties except as expressly permitted;
• access the Services for competitive benchmarking or market intelligence without prior written consent;
• use automated means to access or extract data except through officially supported APIs;
• remove, obscure, or alter any proprietary notices;
• circumvent any security, access control, or usage limitation features; or
• build a product or service competitive with the Services.

Section 8Confidentiality

8.1Obligations

Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose except as permitted herein; (c) use solely for the purposes of this Agreement; and (d) protect with at least the same care as its own confidential information, but no less than reasonable care.

8.2Permitted disclosures

Disclosure is permitted to employees, contractors, advisors, and affiliates with a need to know, bound by equivalent confidentiality obligations. The disclosing party remains liable for breach by recipients.

8.3Exclusions

Exclusions: (a) publicly available (not through Receiving Party’s fault); (b) known prior to disclosure; (c) independently developed; (d) received from a third party without restriction; or (e) Aggregated Data.

8.4Compelled disclosure

If compelled by law, the party shall provide prompt notice (where permitted), cooperate with protective measures, and disclose only the minimum required.

8.5Return and destruction

Upon termination, return or destroy Confidential Information within thirty (30) days and certify upon request. Retention permitted as required by law, subject to continued confidentiality obligations.

8.6Survival

Confidentiality obligations survive for three (3) years post-termination; trade secrets for as long as they remain trade secrets.

Section 9Warranties and disclaimers

9.1Mutual warranties

Each party warrants: (a) legal authority to enter this Agreement; (b) performance does not violate other agreements; and (c) compliance with applicable laws.

9.2Dipio AI warranties

Dipio AI warrants: (a) Services performed with reasonable professional skill and care; (b) Platform materially conforms to documentation; and (c) appropriate security measures per Article 32 GDPR.

9.3Customer warranties

Customer warrants: (a) all necessary rights and consents to provide Customer Inputs and to grant the licences in Section 6.3; (b) Customer Inputs do not infringe third-party Intellectual Property Rights; (c) Customer will not interfere with, undermine, or misrepresent the End User Terms, consent mechanism, or Data Subject Notice; (d) Customer will accurately communicate to End Users the nature and purpose of their participation; (e) Customer has authority to bind its Authorised Users; and (f) Customer will ensure End Users meet eligibility requirements.

9.4AI Output disclaimers

9.5General disclaimer

Section 10Limitation of liability

10.1Liability cap

10.2Exclusion of indirect damages

10.3Carve-outs

Sections 10.1–10.2 do not apply to:

• wilful misconduct or gross negligence;
• death or personal injury from negligence;
• breach of confidentiality (Section 8);
• indemnification obligations (Section 12);
• Customer’s fee obligations (Section 3);
• Customer’s breach of use restrictions (Section 7.6) or AUP; and
• liability that cannot be limited under mandatory law.

10.4Essential basis

The fees reflect this risk allocation. The limitations apply even if any limited remedy fails of its essential purpose.

Section 11Suspension and termination

11.1Suspension

Dipio AI may suspend access immediately if: (a) material breach; (b) security risk; (c) required by law; or (d) necessary to prevent imminent harm. Dipio AI has no liability for lawful suspensions.

11.2Termination for convenience

Either party may terminate with thirty (30) days’ notice. Termination takes effect at the end of the billing period. Customer remains liable for accrued fees. No refund for prepaid amounts except as required by law.

11.3Termination for cause

Either party may terminate immediately if:

• material breach not remedied within fourteen (14) days of notice; or
• insolvency, bankruptcy, or cessation of operations.

11.4Effect of termination

Upon termination:

• Customer’s access ceases immediately;
• Dipio AI makes Interview Data and Deliverables available for export for thirty (30) days;
• after the export period, Dipio AI deletes or anonymises Interview Data per the DPA;
• Aggregated Data, Derived Models, and any Content already incorporated into Dipio AI’s systems under the licences in Sections 5.3 and 6.3 are retained by Dipio AI. For the avoidance of doubt, the End User Terms and all licences and consents obtained directly from End Users survive termination of this Agreement;
• accrued payment obligations survive; and
• each party complies with Section 8.5 (return of Confidential Information).

11.5Survival

The following survive: Section 1 (Definitions), Section 5.3 (End User Consent), Section 6 (Content and Data Use), Section 7 (IP), Section 8 (Confidentiality), Section 9 (Warranties), Section 10 (Liability), Section 12 (Indemnification), Section 13 (Governing Law), and Section 15 (General Provisions).

Section 12Indemnification

12.1Customer indemnification

Customer shall defend, indemnify, and hold harmless Dipio AI from third-party claims arising from: (a) breach of this Agreement; (b) violation of Applicable Data Protection Law; (c) use of Outputs in violation of law or third-party rights; (d) unauthorised representations about Dipio AI’s data practices or the End User Terms; (e) Customer Inputs that infringe third-party rights; (f) violation of the AUP; (g) interference with, undermining, circumvention, or misrepresentation of the End User Terms, consent mechanism, or Data Subject Notice; and (h) directing End Users to the Platform under false pretences, without informed awareness of AI participation, or in breach of eligibility requirements.

12.2Dipio AI indemnification

Dipio AI shall defend Customer from third-party claims that the Platform infringes Intellectual Property Rights. This does not apply to claims from: (a) Customer modifications; (b) combination with non-Dipio AI products; (c) unauthorised use; (d) continued use after infringement notice; or (e) knowing/reckless violation of third-party rights.

12.3Procedures

The indemnified party shall provide prompt notice, grant sole control of defence, and cooperate at the indemnifying party’s expense. No settlement imposing obligations on, or admitting fault of, the indemnified party without written consent. Indemnification is the exclusive remedy for covered claims.

Section 13Governing law and dispute resolution

13.1Governing law

This Agreement is governed by the laws of the Federal Republic of Germany, excluding the CISG and conflict-of-laws rules. An Ordering Document may specify different governing law for that engagement.

13.2Dispute resolution

Disputes shall first be subject to thirty (30) days’ good-faith negotiation. If unresolved, exclusive jurisdiction lies with the courts of Berlin, Germany, unless an Ordering Document specifies a different forum.

13.3Injunctive relief

Nothing prevents either party from seeking injunctive or equitable relief in any competent court for protection of Intellectual Property Rights or Confidential Information.

Section 14Regulatory compliance

14.1EU AI Act

Dipio AI shall: (a) maintain transparency documentation; (b) ensure End Users are informed of AI interaction before interviews; (c) monitor regulatory developments; and (d) provide reasonable assistance for high-risk AI deployer obligations.

14.2Data protection

Processing is governed by the DPA. Dipio AI maintains appropriate technical and organisational measures, Records of Processing Activities, cooperates with supervisory authorities, and notifies Customer of personal data breaches without undue delay.

14.3Cross-border transfers

Transfers outside EEA/UK/Switzerland without adequacy decisions are made under appropriate mechanisms (SCCs, adequacy decisions, EU-US Data Privacy Framework).

14.4Voice and biometric laws

To the extent that processing of Voice Data through the Services may involve biometric information, Dipio AI shall: (a) comply with applicable biometric privacy laws (including BIPA, CUBI, and equivalent legislation); (b) not sell, lease, or trade biometric information; (c) retain biometric information only as necessary; and (d) permanently destroy biometric information when no longer needed or as required by law.

14.5Audio recording laws

Dipio AI’s consent mechanism is designed to satisfy two-party (all-party) consent requirements. Customer shall ensure any additional consent required under the laws of the End User’s jurisdiction is obtained prior to directing End Users to the Platform.

14.6Export controls and sanctions

Neither party shall transfer the Services or data in violation of export control laws. Each party represents it is not in a sanctioned country or on any sanctions list.

14.7Anti-bribery

Each party shall comply with anti-bribery and anti-corruption laws. Neither party shall offer or authorise any corrupt payment.

Section 15General provisions

15.1Amendments

Dipio AI may amend these Terms by publishing an updated version with thirty (30) days’ notice. Continued use constitutes acceptance. Customer may terminate without penalty within the notice period. Amendments to Ordering Documents require both parties’ written agreement.

15.2Entire agreement

These Terms, together with the DPA, Privacy Notice, AUP, and any Ordering Documents, constitute the entire agreement and supersede all prior agreements.

15.3Severability

Invalid provisions are modified to the minimum extent necessary or severed. Remaining provisions continue in full force.

15.4Force majeure

Neither party is liable for delay or failure from events beyond reasonable control. The affected party shall provide prompt notice and mitigate.

15.5Assignment

Customer may not assign without Dipio AI’s consent. Dipio AI may assign in connection with a merger, acquisition, sale of assets, or transfer to an affiliate.

15.6Waiver

Failure to enforce is not a waiver. Waivers require written agreement.

15.7Independent contractors

The parties are independent contractors. No partnership, joint venture, or employment relationship is created.

15.8Publicity

Dipio AI may identify Customer as a customer in marketing materials and website, including use of Customer’s name and logo. Customer may opt out by written request.

15.9Notices

Formal notices by email to designated addresses, deemed received 24 hours after sending.

15.10Electronic signatures

Electronic acceptance (clickwrap, e-signature, email) has the same effect as a handwritten signature (eIDAS, ESIGN Act).

15.11Third-party beneficiaries

No third-party rights except End Users as beneficiaries of Section 5 and the Privacy Notice to the extent required by Applicable Data Protection Law.

15.12No automatic renewal

Subscription Terms do not renew automatically unless agreed (including via the Platform’s renewal interface or signed Ordering Document).

15.13Counterparts

If executed separately, may be in counterparts, each an original.

15.14Entity succession

Dipio AI may transition to a new legal entity. This Agreement is automatically assigned to the successor. Dipio AI shall notify Customer within thirty (30) days.

Section 16Communications

Dipio AI contact

info@dipio.ai

Abuse reports

info@dipio.ai

Website

https://www.dipio.ai

Section 17Service provider entity

Service provider

Yulian Ustiyanovych, operating as Dipio AI

Contact

Yulian Ustiyanovych
An der Dahme 4
12527 Berlin
info@dipio.ai

Default governing law

Laws of the Federal Republic of Germany

Default jurisdiction

Courts of Berlin, Germany

Section S1Schedule 1 · Acceptable Use Policy

1Introduction and scope

This Acceptable Use Policy (“AUP”) governs the use of the Dipio AI Services, APIs, and all associated tools by all users. This AUP is incorporated by reference into the Terms of Service. Capitalised terms not defined herein have the meanings given in the Terms.

Dipio AI may update this AUP with thirty (30) days’ notice.

Violations may result in suspension, termination, content removal, law enforcement notification, and legal action.

2General use principles

All use must be:

• Lawful — compliant with all applicable laws and regulations;
• Honest — free from deception, fraud, or manipulation;
• Respectful — conducted with regard for the rights, dignity, and privacy of individuals;
• Responsible — with human oversight and awareness of AI limitations; and
• Secure — not compromising security, integrity, or availability of the Services.

3Prohibited uses

The following are strictly prohibited (non-exhaustive):

3.1 Harmful, unlawful, and deceptive activities

• Using the Services for unlawful activity, including fraud, money laundering, or trafficking.
• Collecting data under false pretences or without informed awareness of AI participation.
• Impersonation or false representation of affiliation.
• Using Outputs to defame, harass, threaten, or harm individuals.
• Transmitting unlawful, harmful, abusive, or objectionable content.
• Generating or amplifying disinformation or manipulative content.

3.2 AI-specific prohibited uses

• Clinical / diagnostic use — psychological diagnosis, psychiatric evaluation, clinical assessment, or medical decision-making.
• Automated decision-making — fully automated decisions with legal or significant effects without meaningful human oversight (GDPR Art. 22).
• Surveillance / mass profiling — surveillance, mass profiling, or monitoring individuals without knowledge.
• Social scoring — scoring individuals on social behaviour or inferred traits leading to detrimental treatment.
• Manipulation / exploitation — exploiting vulnerabilities or employing subliminal/deceptive techniques.
• Law enforcement — criminal investigation, predictive policing, or criminal justice risk assessment.
• Political manipulation — voter suppression, election interference, or political manipulation.
• Weapons — connection with weapons development, including CBRN or autonomous weapons.

3.3 Data and privacy prohibited uses

• Circumventing consent — bypassing or interfering with consent mechanisms or age verification.
• Unauthorised data collection — scraping or extracting personal data through unauthorised means.
• Re-identification — attempting to de-anonymise Aggregated Data.
• Selling personal data — commercially transferring personal data except as expressly permitted.
• Interviewing minors — directing individuals under 18 to participate in interviews.
• Sensitive data without safeguards — eliciting special category data (GDPR Art. 9) without legal basis, Dipio AI approval, and safeguards.

3.4 Competitive and IP prohibited uses

• Competing model development — using data from the Services to develop competing AI systems.
• Reverse engineering — decompiling or attempting to discover source code, algorithms, or model weights.
• Methodology replication — systematically replicating Dipio AI’s proprietary methodology.
• Benchmarking without consent — competitive benchmarking without prior written consent.
• Unauthorised redistribution — sublicensing, reselling, or distributing Services or Outputs except as permitted.

3.5 Technical and security prohibited uses

• Unauthorised access — accessing others’ accounts, data, or Dipio AI’s systems without authorisation.
• Security interference — introducing malware or testing vulnerabilities.
• Service disruption — overloading or interfering with the Services, including DoS attacks.
• API abuse — violating rate limits, quotas, or API documentation.
• Credential sharing — sharing credentials with unauthorised individuals.

4Non-discrimination and algorithmic fairness

Customer shall not use the Services to discriminate on the basis of any protected characteristic. Customer is responsible for reviewing Outputs for potential bias before making decisions affecting individuals.

5Human oversight and responsible use

AI Outputs support, not replace, human decision-making. Customer shall: (a) maintain meaningful human oversight; (b) not rely on a single Output as sole basis for material decisions; (c) ensure Authorised Users can evaluate Outputs critically; and (d) provide human review and recourse where Outputs affect individuals.

6Sector-specific requirements

Customers in regulated industries must ensure compliance with applicable sector-specific regulations. Consultation with Dipio AI is encouraged before use in high-risk contexts.

7Reporting and enforcement

Dipio AI may: (a) issue warnings; (b) remove Content; (c) suspend access; (d) terminate; (e) notify law enforcement; and (f) pursue legal remedies. Notice and opportunity to cure will be provided where practicable, except for imminent safety risks, unlawful activity, or investigation concerns.