Terms of Service

Legal agreement governing the use of Dimora AI services

Last Updated: April 20, 2026 | Effective Date: April 20, 2026

GT1 Partners LLC, dba Dimora AI | EIN 41-2621031

1. Definitions

The following defined terms apply throughout this Agreement. Capitalized terms not defined here have the meaning given in the Order Form or applicable addendum.

"Agreement"

These Terms of Service, together with any Order Form, addenda (including the DPA), and policies incorporated by reference, constituting the entire agreement between Customer and Dimora AI.

"Add-On"

An optional feature or module available for purchase in addition to the base Subscription, as described on the pricing page or Order Form (e.g., additional Voice AI minutes, additional properties).

"Authorized User"

An employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer's account. Customer is responsible for all acts and omissions of Authorized Users.

"Customer Data"

All data, content, and information submitted to or processed by the Services by or on behalf of Customer, including property information, guest data, call recordings, transcripts, reservation details, saved reply templates, and any other content uploaded or generated through Customer's use of the Services.

"Effective Date"

The date on which Customer first accepts this Agreement by clicking 'I Agree,' executing an Order Form, or accessing the Services, whichever is earliest.

"End User"

A third-party individual (such as a property guest or prospective guest) who interacts with the Services through Customer's properties or communication channels. End Users are not parties to this Agreement.

"Minimum Monthly Fee"

The recurring monthly base fee specified in Customer's Order Form or subscription plan, exclusive of usage-based charges and Add-Ons.

"Order Form"

A written or electronic order document executed by both parties that specifies the Services purchased, pricing, Subscription Term, and any special terms.

"Personal Data"

Any information relating to an identified or identifiable natural person, as defined under applicable data protection law including GDPR and CCPA.

"Service Credit"

A credit applied to a future invoice as the sole remedy for a verified Service Level failure, calculated as described in any applicable SLA addendum.

"Service Level"

The uptime, availability, or performance standard for a specific Service component, as specified in any SLA addendum or Order Form. Absent a specific SLA, Dimora AI targets 99% monthly uptime for production Services but makes no binding guarantee.

"Sub-Processor"

A third-party data processor engaged by Dimora AI to process Personal Data on Customer's behalf as part of delivering the Services. The current Sub-Processor list is maintained at dimora.ai/sub-processors.

"Subscription Term"

The initial or renewal period of Customer's subscription to the Services, as specified in an Order Form or selected during sign-up (monthly, quarterly, or annual).

2. Agreement to Terms

Welcome to Dimora AI. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between GT1 Partners LLC, a California limited liability company, doing business as Dimora AI ("Dimora AI," "we," "our," or "us") and the entity or individual ("Customer," "you," "your") accessing or using our AI operations services for property managers.

Important

By signing up for a Dimora AI account, accessing our services, or clicking "I Agree" during registration, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use our services.

2.1 Eligibility

Customer represents and warrants that:

  • Customer is 18 years of age or older (or the age of majority in the applicable jurisdiction)
  • If acting on behalf of a legal entity, Customer has full authority to bind that entity to this Agreement
  • Customer is not prohibited from using the Services under applicable law, including US and EU export control law and OFAC sanctions regulations
  • All information provided during registration is accurate, current, and complete

2.2 Acceptable Use

Use of the Services is subject to our Acceptable Use Policy, which is incorporated into this Agreement by reference. Violation of the Acceptable Use Policy is grounds for immediate suspension or termination.

2.3 EU AI Act — Article 50 Transparency

Dimora AI's Voice AI assistant identifies itself as an artificial intelligence at the start of every call, automatically and without exception. This disclosure satisfies the requirements of EU AI Act Article 50 (transparency obligations for AI systems interacting with natural persons). Dimora AI does not deploy AI systems that produce legal or similarly significant effects on individuals without a human review path. Customer is solely responsible for any additional AI disclosure obligations imposed by their jurisdiction's laws.

3. Services Description

Dimora AI provides an AI operations layer that sits on top of existing property management systems (PMS) such as Guesty and Hospitable, automating guest operations across eight modules:

Voice AI

24/7 multilingual AI receptionist handling inbound guest calls

Inbox AI

Multi-agent system drafting guest replies across Airbnb, VRBO, and email

Revenue Engine

Automated upsells: late checkout, early check-in, gap night extensions

AI Learning

Self-improving feedback loop that updates from property manager edits

Payment Audit

Daily flagging of outstanding guest balances

Memory

Persistent guest memory injected into every call

Saved Reply Automation

PM templates fed into both Voice AI and Inbox AI as context

Dashboard

Unified view of all modules with real-time analytics

3.1 Business Nature Disclaimer

GT1 Partners LLC, dba Dimora AI is a technology service provider only. Dimora AI is not a party to any reservation agreement, rental contract, or booking transaction between Customer and any End User (guest). Dimora AI does not host, own, broker, list, or guarantee any property or booking. Customer remains solely responsible for all obligations arising from their property management operations, guest relationships, and applicable short-term rental laws.

3.2 Integration Disclaimer

Dimora AI is not a property management system. It operates alongside Customer's existing PMS via API integration. Customer is solely responsible for maintaining valid, current API credentials with Customer's PMS provider (e.g., Guesty, Hospitable) and for ensuring that PMS data is accurate and current. Service disruptions, data errors, or feature failures caused by expired, revoked, rate-limited, or otherwise invalid PMS API credentials are not covered by any SLA and do not entitle Customer to Service Credits or refunds.

3.3 Service Modifications & Maintenance

  • Material Changes: Dimora AI may modify, update, or discontinue features of the Services upon at least 30 days' written notice to Customer for material changes. "Material" means a change that removes core functionality Customer relies upon for their primary use case.
  • Security Patches: Dimora AI may apply emergency security patches, bug fixes, and non-material improvements at any time without notice. These are deployments that correct vulnerabilities or defects and do not remove existing functionality.
  • Deprecation Policy: When Dimora AI deprecates a feature, it will provide at least 60 days' notice before removal, except where required by security, legal compliance, or third-party provider changes beyond Dimora AI's control.
  • Scheduled Maintenance: Dimora AI will use commercially reasonable efforts to schedule planned maintenance during low-traffic periods and to provide advance notice via email or in-app notification.

4. Account & Registration

4.1 Account Creation

To use the Services, Customer must create an account by providing accurate, complete, and current information, including company name, contact information, billing details, and property information. Customer shall update account information promptly to keep it accurate.

4.2 Authorized Users

Customer is solely responsible for: (a) designating who may access the Services as Authorized Users; (b) ensuring Authorized Users comply with this Agreement; and (c) the acts and omissions of all Authorized Users. Customer shall promptly revoke access for any Authorized User who is no longer authorized or who violates this Agreement.

4.3 Account Security

Safeguard Credentials

Customer shall keep usernames, passwords, and API keys confidential and not share them with unauthorized parties.

Multi-Factor Authentication

MFA is strongly recommended for all accounts. Customer is solely responsible for MFA configuration on Customer's account.

Monitor Activity

Customer shall monitor account activity for unauthorized access and unauthorized Authorized User behavior.

Immediate Notification

Customer shall notify Dimora AI immediately of any known or suspected security breach at security@dimora.ai.

Customer is responsible for all activities that occur under Customer's account, whether or not authorized by Customer. Dimora AI is not liable for losses arising from unauthorized use of Customer's account due to Customer's failure to safeguard credentials.

4.4 Know Your Customer (KYC)

Dimora AI is authorized to verify Customer's identity, business legitimacy, and billing information through third-party verification services at any time during the relationship. Customer shall cooperate with any verification request and provide supporting documentation within 5 business days of request. Dimora AI may suspend or decline to activate the Services pending satisfactory verification. Failure to complete verification may result in account suspension or termination.

5. Pricing & Payment

Current pricing is available on our pricing page. All fees are stated in USD unless otherwise specified in an Order Form.

5.1 Payment Terms

  • Net 30: Net 30. Invoices are due within 30 days of the invoice date. Customer shall pay all undisputed fees by the due date.
  • Disputed Invoices: Customer must notify Dimora AI of a good-faith invoice dispute within 15 days of the invoice date with written detail of the disputed amount. Undisputed portions remain due by the original due date. Disputes do not suspend Customer's obligation to pay undisputed amounts.
  • Payment Methods: Dimora AI currently accepts ACH, wire transfer, and major credit cards. Dimora AI reserves the right to charge a processing fee for credit card payments at the rate published on the pricing page.

5.2 Late Payment

  • Interest: Overdue balances (excluding amounts subject to a timely and good-faith dispute) accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid in full.
  • Suspension: Dimora AI may suspend access to the Services upon written notice if any undisputed invoice remains unpaid for more than 7 days after the due date. Suspension does not relieve Customer of the obligation to pay.
  • Termination for Non-Payment: Dimora AI may terminate this Agreement upon written notice if any undisputed invoice remains unpaid for more than 14 days after the due date.
  • Reactivation Fee: If Services are suspended for non-payment and Customer subsequently pays all outstanding amounts plus accrued interest, Dimora AI may charge a reasonable reactivation fee (not to exceed one month's Minimum Monthly Fee) before restoring access.
  • Collection Costs: Customer is responsible for all reasonable costs Dimora AI incurs to collect overdue amounts, including reasonable attorneys' fees, to the extent permitted by applicable law.

5.3 Taxes

  • Fees Exclusive of Tax: All fees stated by Dimora AI are exclusive of all applicable taxes, including value-added tax (VAT), goods and services tax (GST), sales tax, use tax, withholding tax, and similar levies ("Taxes"). Customer is responsible for all Taxes applicable to Customer's purchases, except Taxes based on Dimora AI's net income.
  • EU B2B Reverse Charge: For EU-based business customers who provide a valid VAT registration number, the supply of Services constitutes a B2B supply of electronically supplied services. VAT is not charged by Dimora AI; instead, Customer is responsible for self-assessing and remitting VAT under the reverse-charge mechanism pursuant to Article 196 of EU VAT Directive 2006/112/EC. Customer is responsible for ensuring their VAT number is valid and current in their account.
  • Canary Islands, Ceuta & Melilla: Customers established in the Canary Islands (Spain), Ceuta, or Melilla are located outside the Spanish VAT (IVA) territorial scope. Spanish IVA is not charged by Dimora AI. Local indirect taxes — including IGIC (Impuesto General Indirecto Canario) applicable in the Canary Islands, or IPSI applicable in Ceuta and Melilla — may be applicable. Customer is solely responsible for determining, declaring, and remitting any such local indirect tax obligations under applicable local law.
  • Withholding: If Customer is required by law to withhold any Taxes from payments to Dimora AI, Customer must gross up the payment so that Dimora AI receives the full invoiced amount net of any withholding, and Customer must provide Dimora AI with official withholding receipts.
  • Tax Identification: GT1 Partners LLC, dba Dimora AI (EIN 41-2621031) will provide a completed IRS Form W-9 upon written request. For EU customers requiring a tax certificate, Customer should contact legal@dimora.ai.

5.4 Billing Options & Cycles

Monthly

Billed monthly. Cancellable with pro-rated daily charges on remaining days.

Quarterly

Billed every 3 months. 30 days written notice required to cancel.

Annual

Billed yearly. 60 days written notice required to cancel.

5.5 Early Termination Fee

Committed Term Early Exit: If Customer terminates this Agreement (or any active Order Form with a committed Subscription Term) before the end of the applicable committed term for any reason other than Dimora AI's uncured material breach, Customer shall pay an early termination fee equal to:

Early Termination Fee = Minimum Monthly Fee × Number of Remaining Full Calendar Months in the Committed Subscription Term

This fee is in addition to, and not in lieu of, any accrued but unpaid fees. Monthly subscribers are not subject to an early termination fee as they have no committed term.

5.6 Cancellation Policy

Billing FrequencyCancellation Notice Required
MonthlyAnytime. Daily pro-rated charges apply through cancellation date.
Quarterly30 days written notice before renewal date
Annual60 days written notice before renewal date

5.7 Automatic Renewal

Customer's subscription automatically renews at the end of each Subscription Term at the then-current pricing unless Customer cancels in accordance with the notice periods above. Dimora AI will notify Customer of price changes affecting the next renewal at least 30 days before the renewal date. Continued use of the Services after renewal constitutes acceptance of the renewed pricing.

6. Customer Obligations

6.1 Legal Compliance — Call Recording

Customer is solely responsible for ensuring that all guests and callers are notified that their calls may be recorded or processed by AI, in compliance with applicable law:

  • Federal Wiretap Act: One-party consent required for interstate calls
  • Two-Party Consent States: California, Florida, Pennsylvania, and others require all-party consent. Customer shall assess its obligations state by state.
  • Dimora AI's AI Disclosure: Dimora AI's Voice AI provides an automated AI identification notice at the start of each call. This satisfies the EU AI Act Article 50 transparency requirement but does not substitute for jurisdiction-specific recording consent obligations that may apply to Customer.

6.2 Privacy Law Compliance

Customer is solely responsible for complying with all applicable privacy laws regarding the Personal Data of Customer's guests and Authorized Users:

  • CCPA/CPRA: Customer shall provide required privacy notices to California consumers and honor consumer rights requests (access, deletion, opt-out).
  • GDPR: Customer shall ensure a lawful basis for processing EU Personal Data. EU-based customers and customers serving EU guests are required to execute the Data Processing Addendum at /dpa before go-live.
  • Other Applicable Laws: Customer shall comply with all other state, national, or regional privacy laws applicable to Customer's business, including laws of the jurisdiction where Customer's properties are located and where Customer's guests reside.

6.3 Data Accuracy & PMS Maintenance

Property Information

Customer shall provide accurate property details, addresses, amenities, policies, check-in instructions, and emergency contacts. Inaccurate property data may cause the Voice AI or Inbox AI to provide incorrect information to guests.

PMS API Credentials

Customer shall maintain valid, active API credentials with Customer's PMS provider (Guesty, Hospitable, or other). Customer is solely responsible for renewing credentials before expiration and for any service disruptions caused by credential failures.

Reservation Data

Customer shall maintain accurate reservation information in Customer's PMS. Dimora AI relies on PMS data to populate guest communications and shall not be liable for errors arising from inaccurate PMS data.

Guest Data Accuracy

Customer represents that Customer has lawful authority to submit all Customer Data (including guest Personal Data) to the Services, and that such submission does not violate any applicable law or third-party rights.

7. Data Processing & Privacy

Dimora AI acts as a Service Provider under the California Consumer Privacy Act (CCPA/CPRA) and a Data Processor under the General Data Protection Regulation (GDPR) on Customer's behalf.

7.1 Data Processing Agreement

A standalone Data Processing Addendum (DPA) governs all processing of Personal Data. For EU-based customers, or customers whose guests include EU residents, execution of the DPA is required before go-live. The DPA is available at dimora.ai/dpa and via DocuSign on request.

The DPA includes:

  • Sub-Processor list (current list at dimora.ai/sub-processors)
  • Technical and organizational security measures (Art. 32 GDPR)
  • Personal data breach notification (within 24 hours of confirmed breach)
  • Data subject rights assistance (5 business days)
  • Standard Contractual Clauses (Module 2) for EU-to-US transfers
  • 30 days' notice before adding new Sub-Processors
  • Data retention and deletion schedules

7.2 Ownership of Customer Data

Customer Owns All Customer Data

All property data, call recordings, transcripts, guest information, inbox drafts, and analytics generated through Customer's use of the Services belong to Customer. Dimora AI processes Customer Data solely to provide the Services and never uses Customer Data for purposes beyond those specified in this Agreement and the DPA without Customer's explicit written consent.

7.3 Infrastructure & Data Location

The Services are hosted on infrastructure in AWS us-east-1 (N. Virginia, USA). Third-party AI providers (such as OpenAI, Anthropic, xAI) may process conversation data in their own infrastructure as Sub-Processors. Full Sub-Processor details including data locations are available in the DPA.

8. Intellectual Property

8.1 Dimora AI's Intellectual Property

All intellectual property rights in the Services, including software, APIs, documentation, trademarks, trade names, and designs, are owned by GT1 Partners LLC or its licensors. This Agreement does not grant Customer any ownership rights in the Services. Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations in accordance with this Agreement.

8.2 Customer's Intellectual Property

Customer retains all intellectual property rights in:

  • Customer's company name, trademarks, and branding
  • Property information, descriptions, and images Customer provides
  • Customer Data (call recordings, transcripts, reservation details, saved reply templates)
  • Any feedback or suggestions Customer provides about the Services, subject to Section 8.3 below

8.3 Feedback License

If Customer provides feedback, suggestions, or ideas about the Services ("Feedback"), Customer grants Dimora AI a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Services and other products, without any obligation to compensate Customer.

8.4 AI Training Limitation

Dimora AI may use anonymized, aggregated data derived from call interactions to improve its AI models and Services. Any such data is stripped of all personally identifiable information and cannot be linked back to Customer or Customer's guests. Dimora AI will not use Customer Data to train AI models in a way that makes Customer's specific property data, pricing, or business logic available to other customers.

9. Warranties & Disclaimers

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Dimora AI does not warrant that: (a) the Services will be uninterrupted or error-free; (b) AI responses will be accurate, complete, or suitable for any particular purpose; (c) defects will be corrected; (d) the Services are free of viruses or other harmful components; or (e) results obtained from using the Services will meet Customer's requirements or expectations.

9.2 Customer Warranties

Customer represents and warrants that:

  • Customer has all rights, licenses, and consents necessary to submit Customer Data to the Services
  • Customer's use of the Services will comply with all applicable laws
  • Customer Data does not and will not infringe any third-party intellectual property rights or violate any applicable law

9.3 AI Limitations Acknowledgment

Customer acknowledges that artificial intelligence technology, by its nature:

  • May produce errors, hallucinations, or inaccurate responses
  • Requires human oversight for critical guest service decisions
  • May misunderstand caller intent, context, or property-specific nuances
  • Performance depends on the quality and accuracy of Customer Data provided
  • Should not be the sole basis for business-critical decisions without human review

10. Limitation of Liability

10.1 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: The aggregate liability of GT1 Partners LLC (and its officers, directors, employees, agents, and licensors) to Customer for all claims arising out of or related to this Agreement or the Services, regardless of the form of action (whether in contract, tort, strict liability, or otherwise), shall not exceed the total fees actually paid by Customer to Dimora AI in the three (3) calendar months immediately preceding the date the claim arose.

If Customer has been a subscriber for fewer than three months at the time a claim arises, the cap equals the total fees paid during Customer's entire Subscription Term to that date.

10.2 Exclusion of Consequential Damages

IN NO EVENT shall GT1 Partners LLC (or its officers, directors, employees, agents, or licensors) be liable to Customer for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to: loss of profits, loss of revenue, loss of data, loss of goodwill, loss of anticipated savings, business interruption, cost of procurement of substitute services, or any other intangible loss, even if Dimora AI has been advised of the possibility of such damages and even if a remedy fails its essential purpose.

10.3 Uncapped Carve-Outs

The liability cap in Section 10.1 and the consequential damages exclusion in Section 10.2 do not apply to, and shall not limit:

  • Either party's indemnification obligations under Section 12 of this Agreement
  • Either party's breach of confidentiality obligations (if any) under an applicable NDA or this Agreement
  • Claims for infringement of a party's intellectual property rights (including unauthorized use of the Services or Customer Data)
  • Liability for death or personal injury caused by a party's negligence
  • Liability for fraud or fraudulent misrepresentation
  • Any other liability that cannot be limited or excluded under applicable law

The parties acknowledge that the limitations of liability and disclaimer of warranties in this Agreement reflect a reasonable allocation of risk between commercial parties, and that Dimora AI would not have entered into this Agreement without these limitations.

11. Indemnification

11.1 Customer's Indemnification Obligations

Customer shall indemnify, defend, and hold harmless GT1 Partners LLC, dba Dimora AI, and its members, officers, employees, and agents from and against any third-party claims, demands, suits, actions, damages, losses, fines, penalties, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Violation of This Agreement

Any breach by Customer or its Authorized Users of any obligation, representation, or warranty in this Agreement

Privacy and Recording Law Violations

Customer's failure to comply with CCPA, GDPR, applicable call recording consent laws, or any other privacy or communications law applicable to Customer's operations

Customer Data

Any claim that Customer Data (i) infringes a third party's intellectual property rights, (ii) violates applicable law, or (iii) violates a third party's privacy or data protection rights

Unauthorized Account Access

Claims arising from unauthorized access to Customer's account due to Customer's failure to safeguard credentials or revoke access for departed Authorized Users

Guest Disputes

Any claim by an End User (guest) arising from Customer's property management operations, guest policies, or actions taken by Customer's staff

11.2 Dimora AI's Indemnification

Dimora AI shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the Services (as provided by Dimora AI and used in accordance with this Agreement) infringe a valid and enforceable U.S. patent, copyright, or trademark of a third party, provided that Customer: (a) promptly notifies Dimora AI in writing of the claim; (b) grants Dimora AI sole control over the defense and settlement; and (c) reasonably cooperates with Dimora AI's defense. This indemnification does not apply to claims arising from Customer Data, Customer modifications, or use of the Services in combination with products not provided by Dimora AI.

11.3 Indemnification Procedure

The indemnifying party may not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld). The indemnified party may participate in the defense at its own expense with counsel of its choosing.

12. Termination

12.1 Termination by Customer

Customer may terminate this Agreement by providing written notice in accordance with the cancellation notice periods in Section 5.6. Customer remains responsible for all fees accrued through the end of the applicable notice period, and for any early termination fees under Section 5.5 if Customer has a committed Subscription Term.

12.2 Termination or Suspension by Dimora AI

Breach of Agreement

Dimora AI may terminate for cause immediately upon written notice if Customer materially breaches this Agreement and fails to cure the breach within 15 days of written notice (or immediately, without cure period, for breaches of the Acceptable Use Policy, export control obligations, or unauthorized access provisions).

Non-Payment

Services may be suspended after 7 days overdue (with notice); termination after 14 days overdue (with notice). See Section 5.2 for full late payment policy.

Insolvency

Dimora AI may terminate immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, receivership, or similar proceedings.

Discretionary Termination

Dimora AI may terminate this Agreement without cause upon 30 days' written notice, in which case Dimora AI shall refund any prepaid fees for the unused portion of the then-current Subscription Term.

12.3 Effect of Termination

  • All licenses granted to Customer terminate immediately
  • Customer has 30 days after the termination date to export Customer Data via the dashboard export tools
  • All Customer Data will be securely deleted from Dimora AI's production systems within 90 days of termination, except as required by applicable law or legal holds
  • Customer remains liable for all fees accrued through the termination date and any applicable early termination fees
  • Sections that by their nature should survive termination (see Section 18 — Survival) remain in effect after termination

13. API Usage Policy

If Dimora AI makes available an application programming interface (API) for programmatic access to the Services, Customer's use of that API is subject to the following:

Rate Limits

Customer shall comply with all rate limits as published in the API documentation. Rate limits exist to maintain fair access and service stability for all customers. Circumventing rate limits through multiple accounts, rotating IP addresses, or other means is prohibited.

No Unauthorized Scraping

Customer shall not use the API or any web scraping technique to extract bulk data from the Services for purposes other than Customer's own property management operations.

No API Resale

Customer shall not resell, sublicense, or white-label API access to third parties without Dimora AI's prior written consent.

No Security Probing

Customer shall not use the API to probe, scan, test vulnerabilities of, or conduct penetration testing against the Services or Dimora AI's infrastructure without prior written authorization from security@dimora.ai.

No Abuse

Customer shall not use the API in any manner that degrades the performance of the Services for other customers, floods the API with excessive requests, or otherwise constitutes abuse of the system.

Dimora AI may throttle, suspend, or revoke API access without notice if abuse is detected. Persistent API abuse is grounds for account termination under Section 12.2.

14. Governing Law & Dispute Resolution

14.1 Governing Law

This Agreement (other than the DPA) is governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. For matters governed by the DPA, applicable EU data protection law (including GDPR) applies to the extent required by law.

14.2 Informal Resolution

Before initiating formal dispute resolution proceedings, both parties agree to attempt in good faith to resolve any dispute by written notice to the other party describing the nature of the dispute and the relief sought. The parties shall have 30 days from receipt of such notice to attempt informal resolution. Contact: legal@dimora.ai.

14.3 Small Claims Court Carve-Out

Notwithstanding the arbitration clause in Section 14.4, either party may bring an individual action in small claims court for disputes within that court's then-current jurisdictional limits, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction. This carve-out applies only to individual claims — it does not permit class or representative proceedings in small claims court.

14.4 Injunctive Relief Carve-Out

Notwithstanding the arbitration clause in Section 14.5, either party may seek emergency injunctive relief, a temporary restraining order, or other provisional equitable relief from a court of competent jurisdiction in New York, NY, USA (or any jurisdiction where irreparable harm is occurring) to prevent or mitigate irreparable harm pending resolution of a dispute through arbitration. Seeking such provisional relief does not waive either party's right to compel arbitration of the underlying dispute.

14.5 Binding Arbitration

If informal resolution under Section 14.2 fails, all disputes arising out of or relating to this Agreement, the Services, or the parties' relationship shall be resolved exclusively through binding arbitration:

  • Administrator: International Centre for Dispute Resolution (ICDR), administering disputes under the ICDR International Arbitration Rules, as amended from time to time
  • Seat & Venue: New York, NY, USA
  • Number of Arbitrators: One arbitrator, unless the ICDR rules require three for claims exceeding the applicable threshold
  • Video Conference: Either party may request that arbitration proceedings be conducted by video conference. If both parties agree on the platform, the arbitration shall proceed remotely. Either party may elect in-person proceedings for claims exceeding $50,000 USD. The arbitrator may require in-person attendance for evidentiary hearings at their discretion.
  • Language: English
  • Confidentiality: All arbitration proceedings, submissions, and awards are confidential, except as required by law or to enforce an award
  • Award: The arbitrator's award is final, binding, and enforceable in any court of competent jurisdiction. The arbitrator may award any remedy that a court could award, subject to the limitations in Section 10 of this Agreement.

14.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: Customer and Dimora AI agree to resolve all disputes on an individual basis only. Customer may not bring claims as a plaintiff or class member in any class action, consolidated action, mass arbitration, or representative proceeding. The arbitrator may not consolidate claims of multiple parties without the written consent of all parties.

14.7 Venue for Court Proceedings

For any matter not subject to arbitration under this Section (including enforcement of an arbitration award, small claims actions, or injunctive relief), the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, NY, USA, and waive any objection to such jurisdiction and venue.

15. Export Control & Sanctions Compliance

Customer represents, warrants, and covenants that:

Sanctions Compliance

Customer is not, and Customer's Authorized Users are not, named on any US government list of sanctioned or restricted parties, including the OFAC Specially Designated Nationals (SDN) List, the BIS Entity List, the State Department Debarred Parties List, or any equivalent EU sanctions list.

No Embargoed Jurisdiction

Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive US or EU economic sanctions (currently including Cuba, Iran, North Korea, Russia, Syria, the Crimea region, the Donetsk People's Republic, and the Luhansk People's Republic, as updated by applicable sanctions authorities).

No Re-Export in Violation of Law

Customer will not export, re-export, transfer, or otherwise make the Services available — directly or indirectly — to any party, country, or territory in violation of applicable US Export Administration Regulations (EAR), OFAC regulations, or EU export control law.

Customer Due Diligence

Customer is responsible for ensuring that Authorized Users and End Users comply with applicable export control and sanctions laws in connection with their use of the Services.

Breach of any export control or sanctions representation is grounds for immediate termination without cure period and without refund. Dimora AI may implement technical controls to block access from sanctioned jurisdictions.

16. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by a Force Majeure Event beyond the non-performing party's reasonable control.

"Force Majeure Event" includes, without limitation:

  • Acts of God, natural disasters, earthquakes, floods, fires
  • Pandemics, epidemics, or public health emergencies declared by a governmental authority
  • War, terrorism, civil unrest, government actions, or embargoes
  • Cyber attacks, ransomware, or other malicious cyberattacks affecting Dimora AI's infrastructure or critical third-party providers
  • Outages, service degradations, or API unavailability of third-party AI or LLM providers on which the Services depend, including but not limited to OpenAI, Anthropic, xAI, and OpenRouter, where such outage is outside Dimora AI's control and Dimora AI cannot reasonably substitute an alternative provider
  • Telecommunications or internet service provider failures, including outages of cloud infrastructure providers (AWS, Google Cloud, Hetzner)
  • Changes in applicable law or regulation that make it impossible or illegal to perform an obligation

The party claiming a Force Majeure Event shall promptly notify the other party in writing and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement without liability (other than for amounts already accrued) upon 10 days' written notice.

17. Non-Assignment

Customer may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations under it (whether by operation of law, merger, acquisition, or otherwise) without Dimora AI's prior written consent. Any purported assignment without consent is void.

Merger & Acquisition Exception: Either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity, provided that: (a) the assignee agrees in writing to be bound by all terms of this Agreement; (b) the assigning party provides written notice to the other party within 30 days of the assignment; and (c) the assignment does not result in Customer expanding its use of the Services beyond what is licensed (e.g., adding properties beyond the plan limit).

Dimora AI may freely assign this Agreement in connection with a corporate transaction, provided that the Services are not materially degraded as a result. Subject to the foregoing, this Agreement binds and benefits the parties and their respective permitted successors and assigns.

18. Survival

The following sections survive termination or expiration of this Agreement for any reason and remain in full force and effect:

Section 1 — Definitions
Section 5.2 — Late Payment (accrued obligations)
Section 5.5 — Early Termination Fee (if applicable)
Section 7 — Data Processing & Privacy (deletion obligations)
Section 8 — Intellectual Property
Section 9 — Warranties & Disclaimers
Section 10 — Limitation of Liability
Section 11 — Indemnification
Section 12.3 — Effect of Termination
Section 14 — Governing Law & Dispute Resolution
Section 15 — Export Control & Sanctions
Section 17 — Non-Assignment
Section 18 — Survival (this section)
Section 19 — General Provisions

19. General Provisions

19.1 Entire Agreement

This Agreement (together with any Order Forms, the DPA, and any other addenda) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and negotiations. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties. Clickthrough or browsewrap modifications by third parties have no effect.

19.2 Order of Precedence

In the event of a conflict between these Terms and an Order Form, the Order Form controls for the specific subject matter addressed therein. In the event of a conflict between these Terms and the DPA, the DPA controls for all data protection matters.

19.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

19.4 Waiver

No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

19.5 Notices

All legal notices must be in writing and sent to: (a) GT1 Partners LLC, dba Dimora AI, Attn: Legal, 72-811 HWY 111, Suite 1030, Palm Desert, CA 92260, USA, with a copy to legal@dimora.ai; or (b) Customer, at the address or email associated with Customer's account. Email notice is effective upon confirmation of delivery. Notice by mail is effective 3 business days after deposit with a nationally recognized courier.

19.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party may bind the other contractually or make representations on the other's behalf.

19.7 Counterparts & Electronic Signatures

This Agreement and any Order Forms may be executed electronically (including by clicking "I Agree" or by DocuSign or similar platform). Electronic signatures have the same legal effect as handwritten signatures under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and equivalent EU laws.

19.8 Language

This Agreement is executed in the English language. Any translations provided are for convenience only. In the event of any conflict between the English version and a translation, the English version controls.

20. Modifications to Terms

Dimora AI may modify these Terms from time to time. When Dimora AI makes material changes, it will:

  • Update the "Last Updated" date at the top of this page
  • Post a notice on the website at least 30 days before the changes take effect
  • Send an email notification to the address associated with Customer's account

Changes required by law or to address a security vulnerability may take effect immediately upon notice. By continuing to use the Services after the effective date of modified Terms, Customer agrees to be bound by the updated Terms.

If Customer objects to any material change, Customer's sole remedy is to stop using the Services and cancel Customer's account in accordance with Section 5.6 before the effective date of the change.

21. Contact Information

For questions about these Terms of Service, please contact:

Legal Inquiries

legal@dimora.ai

For contract questions, legal compliance, DPA requests, GDPR/CCPA inquiries

Security Inquiries

security@dimora.ai

For security disclosures, account security concerns, API authorization requests

General Inquiries

admin@dimora.ai

Legal Entity

GT1 Partners LLC, dba Dimora AI

72-811 HWY 111, Suite 1030, Palm Desert, CA 92260, USA

EIN: 41-2621031