Welcome, and thank you for your interest in Drip. These Terms of Service (the "Terms") form a binding agreement between you, the end user ("you" and "your") and Drip Works, Inc. ("Drip," "we," "us," or "our") and govern your access to and use of the Drip platform, websites, applications, and related services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. By clicking "I agree" (or a similar control), creating an account or Workspace, purchasing a subscription, accessing or using the Services, or otherwise indicating your acceptance, you agree to be bound by these Terms.

These Terms bind you, and any organization (the "Customer") you represent and are authorized to bind. If you access, purchase, or use the Services on behalf of a company or other organization, you represent that you are duly authorized to bind that organization to these Terms. Any reference to you herein shall mean the Customer, and the Customer shall be deemed to have accepted responsibility for all obligations under these Terms (including payment of fees). If you access, purchase, or use the Services for yourself, you are the Customer and are bound by these Terms in your individual capacity. If you do not agree to these Terms, you may not access or use the Services.

SECTION 15 CONTAINS A BINDING ARBITRATION AGREEMENT AND A WAIVER OF THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION. IT AFFECTS HOW DISPUTES BETWEEN YOU AND DRIP ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 15.8.

1. The Services

1.1 Overview. Drip is a market and professional intelligence platform. The Services ingest information from publicly available sources and synthesize it into concise, salient updates. The Services currently include three primary offerings:

(a) Market Intelligence: monitoring and synthesizing updates about a company, competitor, topic, or trend that you choose to track.

(b) People Intelligence: surfacing updates about the publicly available professional activities of individuals you choose to track (for example, podcast appearances, interviews, and authored content) and about the organizations with which they are associated.

(c) Account Intelligence: enabling sales users to follow target accounts, including the organization and the individuals then serving in its leadership.

1.2 Information, not outreach. The Services provide information and surface potential opportunities to engage. The Services do not send, transmit, or facilitate the sending of any email, message, call, or other outreach to any individual. Any outreach you choose to conduct is performed by you using separate tools of your choosing, and you are solely responsible for it, including compliance with all applicable laws (see Section 5).

1.3 Synthesized outputs. The Services use third-party artificial intelligence and machine-learning models and tools to generate summaries, syntheses, and other outputs ("Output"). Given the nature of these technologies, Output may contain errors or inaccuracies and may not reflect the most current information. You are responsible for evaluating and independently verifying Output before relying on it. See Sections 3.4 and 10.

1.4 Changes to the Services. The Services are evolving. We may add, modify, or discontinue features at any time. We may also require you to install updates needed to continue using the Services.

1.5 Beta features. We may offer features identified as beta, preview, evaluation, or experimental ("Beta Features"). Beta Features are provided "as is," without warranty of any kind, may be modified or withdrawn at any time, and are not subject to any service commitment.

2. Definitions

"Account Owner" means the individual designated to administer a Workspace and its subscriptions.

"Authorized User" means an individual whom you permit to access the Services under your Workspace.

"Customer Data" means information you or your Authorized Users submit to or configure within the Services, including the companies, individuals, accounts, topics, and trends you choose to track, and any notes, queries, or settings you provide.

"Documentation" means usage guides and policies we make available for the Services.

"Free Tier" means any version of the Services we make available without charge.

"Order" means an order form, online checkout, subscription selection, or other ordering document referencing these Terms.

"Output" means the summaries, syntheses, intelligence updates, and other materials the Services generate based on input or prompts by you.

"Purchaser" means an Authorized User who purchases a subscription within a Workspace using a designated payment method.

"Third-Party Content" means information, data, and materials drawn from publicly available or third-party sources that are surfaced through, or used to generate Output within, the Services.

"Usage Data" means data we collect or generate about access to and use of the Services, such as session, traffic, feature-usage, performance, and error data. Usage Data does not include Customer Data.

"Workspace" means the shared environment in which you and your Authorized Users access the Services and manage subscriptions.

3. License, Ownership, and Output

3.1 License to you. Subject to these Terms and your payment of applicable fees, Drip grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during your subscription term.

3.2 Ownership of the Services. As between the parties, Drip and its licensors own all right, title, and interest in and to the Services, including all software, models and pipelines, data compilations, methodologies, and all related intellectual property, and all derivatives and improvements thereto. Except for the rights expressly granted in these Terms, no rights are granted to you. You shall not remove, alter, or obscure any proprietary notices.

3.3 Customer Data. As between the parties, you own and retain all right, title, and interest in and to your Customer Data. You grant Drip a non-exclusive, worldwide, royalty-free license to use, host, copy, process, and display Customer Data as needed to provide, secure, and support the Services and as otherwise permitted in Section 7.

3.4 Output. Subject to these Terms and your payment of applicable fees, and to the extent Drip holds any assignable right, title, and interest in the Output generated for you, Drip assigns such Output to you upon generation. To the extent any such Output is not assignable, Drip grants you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, and create derivative works of that Output for any lawful purpose. For clarity: (a) your rights in Output do not grant you any rights in the underlying Third-Party Content, data sources, models, or methodologies; (b) Output may be based on Third-Party Content and is provided subject to Section 9; and (c) because Output may not be independently owned by Drip or eligible for intellectual-property protection, Drip makes no representation that Output is unique to you or that similar Output will not be generated for other customers.

3.5 Feedback. If you provide suggestions, ideas, or other feedback about the Services, we may use it without restriction or obligation (including any payment or attribution) to you.

4. Accounts, Workspaces, and Authorized Users

4.1 Registration. You must provide accurate, current, and complete information when you register and keep it updated. You must be of legal age to form a binding contract. The Services are intended for business use.

4.2 Account security. You are responsible for safeguarding your credentials and for all activity that occurs under your account. You may not share credentials outside your organization. Notify us promptly at team@joindrip.ai of any unauthorized use or suspected breach.

4.3 Authorized Users. You are responsible for your Authorized Users' compliance with these Terms and for all acts and omissions under your Workspace.

4.4 Workspaces and roles. The Services are organized into Workspaces. Each Workspace has a single Account Owner, who can administer and cancel any subscription in the Workspace and manage Authorized Users. Any Authorized User may, where the Services permit, purchase a subscription as a Purchaser using a designated payment method, and may manage and cancel the subscriptions that Purchaser initiated. The Account Owner role may be transferred to another verified member of the Workspace through Workspace settings or, where the Account Owner is no longer available, by request to Drip Support subject to a verification process.

4.5 Authority and responsibility for fees. Each person who purchases a subscription represents that they are authorized to incur the associated charges, including on the designated payment method, and, where they purchase on behalf of an organization, that they are authorized to bind that organization to the charges. Consistent with the preamble, where a purchase is made on behalf of an organization, the organization is the Customer and is responsible for the associated fees. As between you and Drip, you are responsible for all subscriptions, charges, and activity within your Workspace.

5. Acceptable Use and Restrictions

5.1 General restrictions. You will not use the Services, or any Output or information obtained through the Services, to:

(a) Surveil, stalk, monitor, or track any individual in a manner that would cause a reasonable person to fear for their safety or the safety of others, or to harass, threaten, intimidate, abuse, or facilitate violence against any person;

(b) Make, or assist any third party in making, decisions about an individual's eligibility for employment, credit, insurance, housing, education, or any other benefit or transaction, or use the Services as a factor in establishing an individual's eligibility for the foregoing, in each case in a manner that would cause Drip to be deemed a "consumer reporting agency" or the Output to be a "consumer report" under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any similar law;

(c) Discriminate against, or enable discrimination against, any individual on the basis of race, color, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age, disability, genetic information, citizenship or immigration status, veteran status, union membership, or any other characteristic protected by applicable law, or to compile, segment, or target individuals on the basis of such characteristics;

(d) Identify, locate, profile, or build dossiers on individuals for the purpose of harassment, doxxing, intimidation, coercion, retaliation, or exposure of private information, including against journalists, activists, public officials, healthcare providers, or any other person;

(e) Conduct surveillance on behalf of any government or law-enforcement entity except pursuant to valid legal process served on Drip, or to facilitate intelligence-gathering, monitoring, or social-scoring of individuals by or for any government;

(f) Target, profile, or knowingly collect information about minors, or about any individual you know or reasonably should know is a minor;

(g) Violate any individual's privacy or other legal rights, or process any personal information in violation of applicable privacy, data-protection, anti-stalking, or anti-surveillance laws, or in a manner inconsistent with any notice or consent those laws require;

(h) Scrape, crawl, harvest, or systematically extract Output or Third-Party Content from the Services, or use the Services, any Output, or any Third-Party Content to create, train, or improve any database, dataset, machine-learning or AI model, people-search service, or other product or service that competes with the Services;

(i) Resell, sublicense, or redistribute the Services or Output to any third party, or make the Services or Output available to any person who is not an Authorized User under your account, except as expressly permitted in an Order;

(j) Impersonate any person or entity, or use information obtained through the Services for pretexting, phishing, social engineering, fraud, or other deceptive practices;

(k) Circumvent or attempt to circumvent any access, usage, security, or rate-limiting controls of the Services, gain unauthorized access to any system or account, or interfere with or disrupt the integrity or performance of the Services; or

(l) Reverse engineer, decompile, or disassemble any part of the Services, or attempt to derive the source code, models, methodologies, or underlying data structures, except to the extent this restriction is prohibited by applicable law.

You are solely responsible for your use of the Services and for compliance with all laws applicable to that use. We may, in addition to our other rights and remedies, suspend or terminate access under Section 13.3 for any actual or suspected violation of this Section 5.1, and we may report conduct to law enforcement where we believe in good faith it is appropriate or legally required.

5.2 Not a consumer reporting agency; no FCRA use. The Services are not a "consumer reporting agency," and Output and Third-Party Content are not "consumer reports," as those terms are defined under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"). Restrictions on use of the Services for FCRA-regulated purposes are set out in Section 5.1.

5.3 Lawful outreach. Because the Services do not perform outreach (Section 1.2), you are solely responsible for any communications you initiate using information obtained through the Services. You shall ensure all such outreach complies with applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act, applicable anti-spam and do-not-call requirements, and applicable data-protection laws, and you are solely responsible for obtaining any consents and providing any notices required for your communications and data use.

5.4 Enforcement. We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or creates risk or liability. We are not obligated to monitor use but may do so.

6. Fees, Subscriptions, Free Trials, and Automatic Renewal

6.1 Plans and fees. The Services are offered through a Free Tier, free trials, and paid subscriptions. Paid subscriptions include both flat-rate plans and quantity-based plans (for example, charged per tracked account or per tracked individual), billed monthly or annually, as described at sign-up, on our pricing page, or in an Order. You authorize charges for the plans and quantities you select, as they may change under Section 6.6.

6.2 Billing via Stripe. Paid subscriptions are billed through our third-party payment processor, Stripe. You authorize us and Stripe to charge the designated payment method for all applicable fees, including the payment method designated by a Purchaser for subscriptions that Purchaser initiates. You are responsible for providing valid, current payment information. Your use of Stripe is also subject to Stripe's terms.

6.3 Anniversary billing. Subscriptions are billed on an anniversary basis: your billing date is set on the date of your initial purchase, and the subscription renews on that same calendar date each month, or each year for annual plans.

6.4 Free trials. We may offer a free trial of paid features for a limited period. Unless you cancel before the end of the trial, your subscription will automatically convert to a paid subscription and the designated payment method will be charged at the then-current fee. You may cancel at any time before the trial ends to avoid charges.

6.5 Automatic renewal. Your paid subscription automatically renews at the end of each billing period (monthly or annual, as applicable) for a successive period of the same length, and the designated payment method will be charged the then-current fee for the renewal term, until cancelled.

6.6 Quantity changes and proration. If you add tracked accounts or individuals during a billing period, you will be charged a prorated fee for the remainder of that period, and the full rate applies from the next billing date. If you remove tracked accounts, individuals, or a product, the change takes effect at the end of the current billing period: access to the removed items continues through the end of that period, and the removed items do not renew. Removals do not entitle you to a refund for the current period.

6.7 Annual plans. Annual subscriptions are paid in full at the start of the annual term. You may cancel at any time; cancellation stops automatic renewal, you retain access through the end of the prepaid annual term, and the subscription then terminates at the next anniversary date. Annual fees are paid in advance and are non-refundable, including for any unused portion of the term, except as required by law or as provided in Section 6.11.

6.8 How to cancel. You may cancel at any time through your account or Workspace settings, through the billing/customer portal, or by contacting us at team@joindrip.ai. A Purchaser may cancel the subscriptions that Purchaser initiated, and the Account Owner may cancel any subscription in the Workspace. Cancellation takes effect at the end of the then-current billing period; you will retain access through the end of the period for which you have paid.

6.9 Failed payments. If a payment fails on the billing date, we will notify the Account Owner and applicable billing contact and may retry the charge over a short period (currently up to 3 days), with notice of retry attempts. If payment is not successfully collected within that period, we may suspend the affected paid features and downgrade the affected account to the Free Tier until payment is resolved.

6.10 Renewal reminders and price changes. We will provide renewal reminders and advance notice of any price changes as required by applicable law. Any price change will take effect on your next renewal, and continued use after the change takes effect constitutes acceptance; if you do not agree, you may cancel before the change takes effect.

6.11 Refunds. Except as required by applicable law, fees are non-refundable and payments are non-cancelable for the then-current period. We may, in our sole discretion, issue refunds for exceptional circumstances upon request.

6.12 Taxes. Fees are exclusive of taxes, which you are responsible for, other than taxes on Drip's net income.

7. Data, Privacy, and How We Use Information

7.1 Publicly available professional information. The People Intelligence and Account Intelligence offerings surface information about individuals' publicly available professional activities (such as public appearances, interviews, and authored content) and the organizations associated with them. The Services do not perform facial recognition and do not collect or process biometric identifiers.

7.2 Privacy Policy. Our collection and use of personal information is described in our Privacy Policy, available at https://joindrip.ai/privacy, which is incorporated by reference. Individuals may request to exercise applicable privacy rights, including opt-out or deletion, as described in the Privacy Policy or by contacting team@joindrip.ai.

7.3 Use of Content and Usage Data to operate and improve the Services. We may use Customer Data, Third-Party Content, Output, and Usage Data to provide, secure, maintain, develop, and improve the Services. This includes refining the prompts, processing pipelines, and configurations used to generate Output, and creating aggregated and de-identified data. We may retain and use aggregated and de-identified data, which does not identify you or any individual, for any lawful business purpose.

7.4 Third-party AI providers. The Services rely on third-party artificial-intelligence models and providers to process inputs and generate Output. You acknowledge that Customer Data, Third-Party Content, and Output may be transmitted to and processed by such providers to operate the Services. We do not use Customer Data to train our own foundation models, and we do not develop our own foundation models.

7.5 Data handling, security, and roles. We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data and other personal information against unauthorized access, use, alteration, loss, or destruction. We limit access to data to personnel and service providers who need it to operate, secure, and support the Services; we require our service providers to protect data under appropriate contractual obligations; and we use data only for the purposes described in these Terms and our Privacy Policy. We do not use Customer Data for advertising and do not sell Customer Data. No method of transmission or storage is completely secure, and we cannot guarantee absolute security. As between the parties, you remain responsible for the accuracy and lawfulness of Customer Data and for any consents or notices required for the data you submit. For personal information that Drip independently collects from public and third-party sources and compiles within the Services, Drip acts as an independent controller, as described in the Privacy Policy.

8. Intellectual Property

8.1 Drip IP. Drip owns the Services and all associated intellectual property, including the platform, software, pipelines, methodologies, aggregated and compiled data, Usage Data, and all improvements and feedback-derived enhancements.

8.2 Customer Data. You own your Customer Data, subject to the licenses granted in these Terms.

8.3 Output. Rights in Output are governed by Section 3.4.

8.4 Trademarks. Drip names, logos, and marks may not be used without our prior written consent. Other marks appearing in the Services belong to their respective owners.

9. Third-Party Content and Copyright

9.1 Third-Party Content. The Services surface and synthesize Third-Party Content from publicly available and third-party sources, which currently include public web sources, publicly accessible podcast feeds, the publicly accessible YouTube API, and publicly accessible RSS feeds (and, over time, may include licensed feeds and APIs). Drip does not own Third-Party Content, makes no representations or warranties regarding it, and is not responsible for its accuracy or legality. Where Third-Party Content is provided under license, your use is subject to applicable third-party restrictions, and you will comply with them. You access and rely on Third-Party Content at your own risk.

9.2 Copyright complaints (DMCA). Drip respects intellectual-property rights and responds to notices of alleged infringement under the Digital Millennium Copyright Act ("DMCA"). If you believe content available through the Services infringes a copyright you own or control, please send a written notice to our designated agent containing all elements required by 17 U.S.C. § 512(c)(3):

(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

(b) identification of the copyrighted work claimed to have been infringed;

(d) your contact information (address, telephone number, and email);

(e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.

Designated Agent: Copyright Agent, Drip Works, Inc., 910 D St. #150206, San Rafael, CA 94901; email: copyright@joindrip.ai.

9.3 Counter-notification and repeat infringers. We provide a counter-notification process consistent with 17 U.S.C. § 512(g) and will, in appropriate circumstances and at our discretion, terminate the accounts of repeat infringers. Submitting a materially false notice or counter-notice may result in liability under 17 U.S.C. § 512(f).

10. Warranties and Disclaimers

10.1 Limited authority warranty. Each party warrants it has the authority to enter into these Terms.

10.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, AND THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND DRIP AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DRIP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUT OR THIRD-PARTY CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING OUTPUT BEFORE RELYING ON IT.

10.3 No professional advice. The Services, Output, and Third-Party Content are provided for informational purposes only and do not constitute legal, financial, investment, tax, employment, or other professional advice, and are not a substitute for your own judgment or the advice of a qualified professional. You are solely responsible for any decision you make, or action you take or decline to take, in reliance on the Services.

10.4 Third-Party Content and sources. The Services surface and synthesize information drawn from publicly available and third-party sources that Drip does not control. Drip does not independently verify Third-Party Content and makes no representation or warranty as to its accuracy, completeness, currency, legality, or fitness for any purpose, and is not responsible for the acts, omissions, availability, or content of any third-party source, site, feed, or provider.

10.5 Your outreach and use. The Services provide information only and do not perform outreach (Section 1.2). Drip is not responsible for, and disclaims all liability arising from, any communication, contact, or other action you undertake using information obtained through the Services, or for your compliance with the laws applicable to that activity (see Section 5).

10.6 Availability, security, and data. The Services may be unavailable, interrupted, or modified from time to time, including during any beta period. Drip does not guarantee that the Services will be available, error-free, or secure, or that any Customer Data, Output, or other content will be retained, recoverable, or free from loss or unauthorized access, and you are responsible for maintaining your own copies of any material you wish to retain.

11. Indemnification

11.1 By you. You will defend, indemnify, and hold harmless Drip and its affiliates, officers, employees, and agents from and against any third-party claims, and resulting losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your Customer Data; (b) your use of the Services, Output, or Third-Party Content, including any outreach or decisions you make; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party right.

11.2 By Drip. Drip will defend you against third-party claims alleging that the Services, as provided by Drip and used in accordance with these Terms, infringe such third party's intellectual-property rights, and will indemnify you for amounts finally awarded, subject to the limitations in Section 12. This obligation does not apply to claims arising from Customer Data, Third-Party Content, Output as used or modified by you, your breach, or your combination of the Services with non-Drip products.

11.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense (with counsel of its choosing), and reasonably cooperate. The indemnifying party may not settle a claim in a way that imposes liability or admission on the indemnified party without consent.

12. Limitation of Liability

12.1 Exclusion of certain damages. EXCEPT WITH RESPECT TO YOUR INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS OR YOUR BREACH OF SECTION 5.1 OF THESE TERMS, NEITHER PARTY (AND, AS TO DRIP, NONE OF ITS AFFILIATES OR LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID TO DRIP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

12.3 AI-output reliance. WITHOUT LIMITING THE DISCLAIMERS IN SECTION 10, DRIP WILL HAVE NO LIABILITY ARISING FROM YOUR RELIANCE ON OUTPUT THAT YOU DID NOT INDEPENDENTLY VERIFY.

12.4 Exceptions. Some jurisdictions do not allow certain limitations; to that extent, the above may not apply to you. Notwithstanding Section 12.2 of these Terms, Drip's indemnification obligations shall be limited to $1,000,000.

12.5 Basis of the bargain. These limitations are a fundamental basis of the bargain between the parties.

13. Term, Suspension, and Termination

13.1 Term. These Terms apply from your first use of the Services and continue until all subscriptions have terminated and you have ceased using the Services.

13.2 Termination by you. You may terminate by cancelling your subscriptions (Section 6.8) and ceasing use of the Services. For annual plans, cancellation operates as described in Section 6.7 (access continues through the end of the prepaid term, after which the subscription terminates).

13.3 Termination or suspension by Drip. Drip may suspend or terminate your access if you materially breach these Terms and fail to cure the breach within thirty (30) days after written notice. Notwithstanding the foregoing, Drip may suspend or terminate access immediately if Drip reasonably believes that: (a) you have violated Section 5; (b) your use poses a security risk to the Services or any third party; (c) suspension or termination is required by law; or (d) fees remain unpaid after the period described in Section 6.9.

13.4 Effect of termination. Upon termination, your license and right to access the Services end, except that (a) following cancellation under Section 6.7 or 6.8, access continues through the end of the applicable prepaid period unless access is suspended or terminated under Section 13.3, and (b) accounts subject to payment failure may be downgraded to the Free Tier as described in Section 6.9. We may delete Customer Data in the ordinary course; you are responsible for exporting any Customer Data you wish to retain before termination where an export function is available.

13.5 Survival. Sections that by their nature should survive (including 3.2, 3.4, 3.5, 5, 7.3, 8-12, and 14-16) survive termination.

14. Modifications to these Terms

We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (for example, by email or in-product notice) and the changes will become effective no sooner than thirty (30) days after notice, except that changes required by law or addressing new features may be effective sooner. Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Services. Changes to the arbitration agreement are governed by Section 15.

15. Dispute Resolution; Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS YOUR RIGHTS, UNLESS YOU OPT OUT UNDER SECTION 15.8.

15.1 Informal resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally by written notice to the other (to Drip at team@joindrip.ai) describing the dispute, followed by a good-faith conference within thirty (30) days.

15.2 Agreement to arbitrate. If a dispute is not resolved, you and Drip agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration, except as provided below. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

15.3 Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual-property or confidentiality rights.

15.4 Rules and forum. Arbitration will be conducted before a sole arbitrator and administered by JAMS (or its successor) pursuant to its Streamlined Arbitration Rules and Procedures then in effect (the "Rules"), including the determination of the scope or applicability of this agreement to arbitrate. The arbitrator's decision will be final and binding. Except as the Rules or applicable law provide otherwise, each party will bear its own costs and attorneys' fees. The seat and hearing locale will be the State of Delaware, and proceedings will be in English.

15.5 Class-action waiver. YOU AND DRIP AGREE THAT EACH MAY BRING CLAIMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

15.6 Jury-trial waiver. To the extent any dispute proceeds in court rather than arbitration, each party waives any right to a jury trial.

15.7 Sexual-harassment carve-out. Consistent with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2022, this Section does not require arbitration of a dispute that constitutes a sexual-assault or sexual-harassment dispute as defined by that Act, at the election of the person alleging such conduct.

15.8 30-day right to opt out. You may opt out of this Section 15 by sending written notice to Drip Works, Inc., 910 D St. #150206, San Rafael, CA 94901, or team@joindrip.ai, within 30 days of first accepting these Terms, stating your name, account email, and an unequivocal statement that you opt out of arbitration. Opting out does not affect the other provisions of these Terms.

15.9 Changes. If we make a material change to this Section, we will notify you, and you may reject the change as to future disputes by notifying us within 30 days.

16. General

16.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue. Subject to Section 15, the state and federal courts located in the State of Delaware have exclusive jurisdiction over disputes not subject to arbitration, and the parties consent to personal jurisdiction there.

16.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate. Any improper assignment is void.

16.4 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

16.5 Notices. We may provide notices to you by email or in-product notice. You may send notices to Drip Works, Inc., 910 D St. #150206, San Rafael, CA 94901, with a copy to team@joindrip.ai.

16.6 Electronic communications. You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that communications be in writing.

16.7 Entire agreement; order of precedence; severability; waiver. These Terms, together with any Orders and the Privacy Policy, are the entire agreement between the parties regarding the Services and supersede prior agreements on the subject. An Order will control over these Terms only to the extent of a conflict and only if the Order expressly identifies the provision of these Terms that it supersedes. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A party's failure to enforce a provision is not a waiver.

16.8 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.

16.9 Contact. Questions about these Terms may be sent to team@joindrip.ai.