Terms and Conditions

1. DEFINITIONS

For purposes of these Terms, the following definitions apply:

· "AI Employee" means Drippl's artificial intelligence system that manages customer communication on behalf of the Customer.

· "Customer Data" means all data, content, and information provided by Customer or Customer's end users to the Service, including but not limited to contact information, communication records, and business data.

· "End Users" means Customer's customers, leads, or other third parties with whom Customer communicates using the Service.

· "Documentation" means Drippl's user guides, technical documentation, and other materials made available to Customer.

· "Subscription Term" means the period for which Customer has subscribed to use the Service.

2. SERVICE OVERVIEW

· Description of Service. Drippl provides an AI-powered platform that enables Customer to automate and manage business communications including lead engagement, appointment booking, customer follow-ups, and reputation management.

· Service Modifications. Drippl reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. Drippl shall not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Service.

· Beta Features. Drippl may offer certain features on a beta or trial basis. Such features are provided "AS IS" without warranty and may be discontinued at any time.

3. ACCOUNT REGISTRATION AND ACCESS

· Account Creation. To use the Service, Customer must create an account by providing accurate and complete information. Customer agrees to maintain and promptly update account information to keep it accurate and complete.

· Account Security. Customer is responsible for maintaining the confidentiality of login credentials and for all activities that occur under Customer's account. Customer agrees to immediately notify Drippl of any unauthorized use of Customer's account or any other breach of security.

· Authorized Users. Customer may permit authorized employees or agents to access and use the Service on Customer's behalf. Customer is responsible for ensuring that all such users comply with these Terms.

· Age Requirement. Customer represents and warrants that it is at least 18 years of age or the age of majority in its jurisdiction, and has the legal capacity to enter into these Terms.

4. PERMITTED USE AND RESTRICTIONS

· License Grant. Subject to these Terms, Drippl grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

· Prohibited Uses. Customer agrees not to:

1. Use the Service for any illegal purpose or in violation of any applicable laws or regulations;

2. Send spam, unsolicited communications, or violate anti-spam laws including CAN-SPAM, TCPA, GDPR, or similar regulations;

3. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;

4. Remove, alter, or obscure any proprietary notices on the Service;

5. Use the Service to transmit viruses, malware, or other harmful code;

6. Attempt to gain unauthorized access to any portion of the Service or related systems;

7. Use the Service in any manner that could damage, disable, or impair the Service;

8. Resell, sublicense, or distribute the Service to third parties;

9. Use automated systems to access the Service except as expressly permitted by Drippl;

10. Communicate content that is defamatory, obscene, fraudulent, or otherwise objectionable.

· Compliance Responsibility. Customer is solely responsible for ensuring its use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to telecommunications regulations, consumer protection laws, and data protection requirements.

5. FEES AND PAYMENT

· Subscription Fees. Customer agrees to pay all fees specified in the applicable order form or subscription plan. All fees are quoted and payable in United States Dollars unless otherwise specified.

· Payment Terms. Fees are due in advance and will be billed according to the billing cycle selected by Customer (monthly, annually, or otherwise). Customer authorizes Drippl to charge the payment method on file on each billing date.

· Late Payment. If payment is not received when due, Drippl may suspend or terminate Customer's access to the Service.

· Price Changes. Drippl may modify fees at any time upon thirty (30) days' notice to Customer. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees.

· Taxes. All fees are exclusive of taxes, duties, or similar governmental charges. Customer is responsible for payment of all such taxes except those based on Drippl's net income.

· No Refunds. Except as expressly provided in these Terms or required by law, all fees are non-refundable, including prepaid fees for unused subscription periods.

6. DATA AND PRIVACY

· Customer Data Ownership. Customer retains all rights, title, and interest in and to Customer Data. Customer grants Drippl a worldwide, non-exclusive license to use, process, and store Customer Data solely to provide the Service and as described in the Privacy Policy.

· Privacy Policy. Drippl's collection and use of personal information is governed by Drippl's Privacy Policy, which is incorporated into these Terms by reference.

· Data Security. Drippl implements commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. However, no security system is impenetrable, and Drippl cannot guarantee the security of Customer Data.

· Data Processing Addendum. If Customer Data includes personal data subject to GDPR, CCPA, or similar data protection laws, the parties agree to execute Drippl's Data Processing Addendum, which is available upon request.

· Data Backup and Recovery. Drippl performs regular backups of Customer Data but does not guarantee that Customer Data can be recovered. Customer is solely responsible for maintaining separate backups of Customer Data.

· Data Deletion. Upon termination of the Service, Drippl will delete Customer Data in accordance with Drippl's data retention policy, unless legally required to retain it. Customer may request a copy of Customer Data within thirty (30) days of termination.

7. CONSENT AND COMPLIANCE

· Consent-Based Communications. Customer represents and warrants that it has obtained all necessary consents, permissions, and authorizations required to communicate with End Users through the Service, including but not limited to consents required under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and similar laws.

· Opt-Out Mechanisms. Customer agrees to provide and honor opt-out mechanisms for End Users and to comply with all opt-out requests promptly.

· AI Disclosure. Where required by law or industry best practices, Customer agrees to disclose to End Users that they may be communicating with an AI system.

· Indemnification for Non-Compliance. Customer agrees to indemnify and hold harmless Drippl from any claims, damages, or liabilities arising from Customer's failure to obtain proper consents or comply with applicable communication laws.

8. SMS GUIDELINES

If Customer uses the Service to send SMS messages to End Users, the following guidelines apply:

· You can cancel the SMS service at any time. Simply text “STOP” to the shortcode. Upon sending “STOP,” we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us. To rejoin, sign up as you did initially, and we will resume sending SMS messages to you.

· Carriers are not liable for delayed or undelivered messages.

· As always, message and data rates may apply for messages sent to you from us and to us from you. Message frequency varies. For questions about your text plan or data plan, contact your wireless provider.

· For privacy-related inquiries, please refer to our privacy policy: https://www.drippl.com/privacy-policy

9. INTELLECTUAL PROPERTY

· Drippl Property. Drippl and its licensors own all rights, title, and interest in and to the Service, including all intellectual property rights. These Terms do not grant Customer any ownership rights in the Service.

· Feedback. If Customer provides Drippl with any feedback, suggestions, or ideas regarding the Service, Drippl may use such feedback without obligation or compensation to Customer.

· Trademarks. The Drippl name, logo, and all related trademarks are the exclusive property of Drippl. Customer may not use any Drippl trademarks without prior written permission.

10. AI EMPLOYEE FUNCTIONALITY

· AI Behavior. The AI Employee operates based on machine learning models and training data. While Drippl strives to ensure accurate and appropriate responses, Drippl does not warrant that the AI Employee will operate error-free or that its responses will be accurate, complete, or appropriate in all circumstances.

· Human Oversight. Customer acknowledges that the Service includes human-in-the-loop workflows and that Customer is responsible for configuring appropriate oversight and approval processes for AI-generated communications.

· Customer Responsibility. Customer is solely responsible for: (a) all communications sent through the Service, whether generated by the AI Employee or approved by Customer; (b) monitoring and reviewing AI-generated content; and (c) ensuring that automated communications comply with applicable laws and Customer's business policies.

· AI Training. Drippl may use aggregated, anonymized data from the Service to improve and train the AI Employee. Drippl will not use identifiable Customer Data for training purposes without Customer's explicit consent.

11. SERVICE LEVEL AND AVAILABILITY

· Uptime Commitment. Drippl will use commercially reasonable efforts to make the Service available 99.5% of the time, excluding scheduled maintenance and circumstances beyond Drippl's reasonable control.

· Maintenance. Drippl may perform scheduled maintenance that may temporarily interrupt the Service. Drippl will provide advance notice of scheduled maintenance when practicable.

· Emergency Maintenance. Drippl reserves the right to perform emergency maintenance without prior notice if necessary to protect the security or integrity of the Service.

12. THIRD-PARTY INTEGRATIONS

· Third-Party Services. The Service may integrate with or rely on third-party services, platforms, or applications. Drippl is not responsible for the availability, functionality, or security of third-party services.

· Third-Party Terms. Customer's use of third-party services is subject to the terms and conditions of those services. Drippl is not a party to any agreement between Customer and third-party service providers.

· Integration Changes. Third-party service providers may change their APIs, features, or terms at any time, which may affect the Service's integrations. Drippl will use reasonable efforts to maintain integrations but does not guarantee their continued availability.

13. WARRANTIES AND DISCLAIMERS

· Limited Warranty. Drippl warrants that the Service will perform substantially in accordance with the Documentation under normal use. This warranty does not apply to problems caused by Customer's misuse, unauthorized modifications, or third-party services.

· DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRIPPL DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

1. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

2. WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;

3. WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF AI-GENERATED CONTENT;

4. WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

14. LIMITATION OF LIABILITY

· EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DRIPPL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

1. LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;

2. LOSS OF DATA OR CORRUPTION OF DATA;

3. LOSS OF GOODWILL OR REPUTATION;

4. COSTS OF SUBSTITUTE SERVICES;

5. BUSINESS INTERRUPTION OR SERVICE DELAYS.

· CAP ON LIABILITY. DRIPPL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO DRIPPL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

· Exceptions. The limitations in this Section 13 do not apply to: (a) Drippl's indemnification obligations; (b) Customer's payment obligations; (c) breaches of confidentiality; or (d) violations of intellectual property rights.

· Basis of the Bargain. Customer acknowledges that the limitations of liability in this Section 14 are fundamental elements of the basis of the bargain between the parties and that Drippl would not provide the Service without such limitations.

15. INDEMNIFICATION

· Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Drippl, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Customer's use of the Service;

2. Customer Data or communications sent through the Service;

3. Customer's violation of these Terms;

4. Customer's violation of any applicable laws or third-party rights;

5. Customer's failure to obtain required consents from End Users.

· Drippl Indemnification. Drippl agrees to indemnify, defend, and hold harmless Customer from and against any claims that the Service, when used in accordance with these Terms, infringes a third party's intellectual property rights, provided that:

1. Customer promptly notifies Drippl in writing of the claim;

2. Drippl has sole control of the defense and settlement of the claim;

3. Customer provides reasonable assistance in the defense of the claim.

· Remedies. If the Service is, or in Drippl's opinion is likely to become, the subject of an infringement claim, Drippl may at its option: (a) procure the right for Customer to continue using the Service; (b) replace or modify the Service to make it non-infringing; or (c) terminate the Service and refund prepaid fees for the unused portion of the Subscription Term.

16. CONFIDENTIALITY

· Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure.

· Obligations. Each party agrees to: (a) protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of performing its obligations under these Terms; and (c) not disclose Confidential Information to third parties except as permitted by these Terms.

· Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is rightfully received from a third party without breach of confidentiality obligations; or (d) is independently developed by the receiving party without use of the Confidential Information.

· Required Disclosure. A party may disclose Confidential Information if required by law, provided it gives the disclosing party prompt notice and cooperates in any effort to obtain protective treatment of the information.

17. TERM AND TERMINATION

· Subscription Term. The initial Subscription Term begins on the date Customer first accesses the Service and continues for the period specified in the applicable order form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription Term will automatically renew for successive periods equal to the initial term.

· Termination for Convenience. Customer may terminate these Terms at any time by providing thirty (30) days' written notice to Drippl. Customer will remain liable for all fees through the end of the then-current Subscription Term.

· Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

· Immediate Termination. Drippl may suspend or terminate Customer's access to the Service immediately without notice if: (a) Customer violates Section 4 (Prohibited Uses); (b) Customer's account poses a security risk; or (c) Customer fails to pay fees when due.

· Effect of Termination. Upon termination: (a) Customer's right to access and use the Service immediately ceases; (b) Customer must pay all outstanding fees; (c) each party must return or destroy the other party's Confidential Information; and (d) Sections 4.2 (Prohibited Uses), 6 (Data and Privacy), 9 (Intellectual Property), 13 (Warranties and Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Confidentiality), and 18-24 shall survive termination.

18. EXPORT COMPLIANCE

Customer agrees to comply with all applicable export and import laws and regulations. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions or sanctions. Customer will not use or export the Service in violation of any applicable laws or regulations.

19. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, governmental action, labor conditions, power failures, internet disturbances, or failures of third-party hosting providers or utility providers.

20. DISPUTE RESOLUTION

· Informal Resolution. Before filing a claim, the parties agree to attempt to resolve any dispute informally by contacting the other party and negotiating in good faith for at least thirty (30) days.

· Arbitration. Any dispute that cannot be resolved informally shall be resolved by binding arbitration conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted, and judgment on the arbitration award may be entered in any court having jurisdiction.

· Class Action Waiver. Each party waives any right to pursue disputes on a class-wide basis or in a representative capacity. All disputes must be brought in the parties' individual capacity.

· Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

21. NOTICES

All notices required or permitted under these Terms shall be in writing and delivered via email to the email address associated with Customer's account (for notices to Customer) or to [email protected] (for notices to Drippl), or via certified mail to the party's registered address. Notices shall be deemed given when received.

22. ASSIGNMENT

Customer may not assign or transfer these Terms or any rights or obligations hereunder without Drippl's prior written consent. Any attempted assignment in violation of this Section shall be void. Drippl may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall bind and inure to the benefit of the parties' permitted successors and assigns.

23. GENERAL PROVISIONS

· Entire Agreement. These Terms, together with any order forms, the Privacy Policy, and the Data Processing Addendum (if applicable), constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, representations, and understandings.

· Amendments. Drippl may modify these Terms at any time by posting the revised Terms on its website or by providing notice to Customer. Continued use of the Service after the effective date of modifications constitutes acceptance of the modified Terms. If Customer does not agree to the modifications, Customer's sole remedy is to terminate the Service.

· Waiver. No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

· Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

· Relationship of Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

· No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and do not confer any rights upon any third party.

· Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

· Counterparts. These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

· Electronic Signatures. Electronic signatures shall have the same force and effect as original signatures.