- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of such entity.
- “Connected Account” means any third-party social media account, specifically including any Twitter account, that you link, integrate, or otherwise connect to the Services.
- “Customer Data” means any and all information, data, text, content, and materials submitted, uploaded, or transmitted by or on behalf of the Customer to the Services, including but not limited to content for direct messages, lead information, and data scraped from public sources.
- “Documentation” means the official user guides, technical documentation, and best practice recommendations for the Services provided by Drippi.ai.
- “Intellectual Property Rights” means all past, present, and future rights of every kind and nature, including, without limitation, copyrights, trademarks, trade secrets, patents, moral rights, and any other proprietary rights, whether registered or unregistered.
- “Order Form” means a written or electronic document executed by you and Drippi.ai that specifies the Services to be provided, including the Subscription Term, fees, and any other applicable terms.
- “Permitted User” means an employee, contractor, or agent of the Customer who is authorized by the Customer to access and use the Services on its behalf.
- “Platform” means the proprietary cloud-based technology, infrastructure, and software, including any APIs, used by Drippi.ai to deliver the Services.
- “Services” means the Drippi.ai software-as-a-service platform for sending Twitter direct messages at scale, including all related features such as lead scraping, analytics, and account management, as described on our website and in the Documentation.
- “Subscription Term” means the initial term of your subscription to the Services as specified in an Order Form, and any subsequent renewal terms.
- “Third-Party Platforms” means any software, applications, or services not provided by Drippi.ai that are integrated with or accessible through the Services, including but not limited to Twitter.
(b) Use the Services to build a competitive product or service;
(c) Reverse engineer, decompile, or otherwise attempt to discover the source code or non-public APIs of the Platform;
(d) Use the Services for any illegal, harmful, or fraudulent activities;
(e) Interfere with the security, integrity, or performance of the Platform. 4. Subscription, Renewal, and Fees 4.1. Subscription Term and Auto-Renewal Your subscription to the Services will commence on the date specified in your Order Form and will continue for the initial Subscription Term. Unless you cancel your subscription in accordance with Section 4.4, your subscription will automatically renew for additional periods of the same duration as the initial Subscription Term at our then-current fees. 4.2. Fees and Payment You agree to pay all fees specified in the applicable Order Form. All fees are due in advance at the start of the Subscription Term and are non-refundable. Payments will be processed through a third-party payment processor, and you agree to abide by their terms and conditions. 4.3. Credits The Services operate on a credit-based system. Upon subscribing, you will receive a specified number of credits that can be used for various actions within the platform, such as sending messages or scraping leads. Credits are consumed as described in the Documentation. Unused credits may or may not roll over, depending on the terms of your specific subscription plan. We do not provide refunds for unused credits. 4.4. Cancellation Policy You may cancel your subscription by contacting your account manager or through your account settings at least five (5) days prior to your next renewal date. In some instances, you may be required to schedule a cancellation call with your account manager as part of the cancellation process; however, attendance at such call is not mandatory for the cancellation to be processed. Your cancellation will become effective at the end of the current paid Subscription Term. 4.5. Chargebacks If you initiate a chargeback or payment dispute with your credit card company, we will consider your account to be in breach of this Agreement. Your account will be immediately suspended, and you explicitly agree to transfer ownership of all Customer Data within the account to us to cover the costs and damages incurred. We reserve the right to pursue legal action to recover any outstanding fees and damages. 5. Acceptable Use Policy You agree not to use the Services to: (a) Send spam, unsolicited messages, or any other communication that violates applicable laws;
(b) Harass, abuse, threaten, or defame any person or entity;
(c) Distribute illegal, obscene, hateful, or otherwise objectionable content;
(d) Infringe upon the intellectual property rights of any third party;
(e) Engage in any activity that is fraudulent, deceptive, or misleading;
(f) Scrape data in a manner that violates the terms of the source website or any applicable laws;
(g) Introduce any viruses, worms, trojan horses, or other malicious code into the Platform. A breach of this Acceptable Use Policy constitutes a material breach of this Agreement, and we reserve the right to suspend or terminate your account immediately, without notice and without refund, if we determine, in our sole discretion, that you have violated this policy. 6. Intellectual Property Rights 6.1. Drippi.ai IP As between the parties, Drippi.ai owns all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the Platform, the Documentation, and any improvements, modifications, or derivative works thereof. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, strictly for the purposes permitted by this Agreement. No rights or licenses are granted except as expressly set forth herein. 6.2. Customer Data As between the parties, you own all right, title, and interest in and to your Customer Data. You hereby grant Drippi.ai a non-exclusive, worldwide, royalty-free right and license to use, copy, store, transmit, modify, and display your Customer Data solely to the extent necessary to provide, maintain, and improve the Services for you. 6.3. Feedback If you provide us with any suggestions, comments, or other feedback relating to the Services (“Feedback”), you hereby assign to us all right, title, and interest in and to such Feedback. We are free to use, implement, and exploit any such Feedback for any purpose without any obligation or compensation to you. 7. Confidentiality Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical, or financial information relating to the Disclosing Party’s business that is marked as confidential or should reasonably be known to be confidential (hereinafter referred to as “Confidential Information”). The Receiving Party agrees to take reasonable precautions to protect such Confidential Information and not to use or divulge to any third person any such Confidential Information, except as expressly permitted herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party. 8. Warranties and Disclaimers 8.1. Mutual Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 8.2. Customer Warranties You warrant that you have obtained all necessary rights, consents, and permissions to provide and use the Customer Data in connection with the Services and that your use of the Services will not violate any applicable laws or third-party rights. 8.3. Disclaimer EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT DRIPPI.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE USE OF THE SERVICES IS AT YOUR OWN RISK. DRIPPI.AI IS NOT RESPONSIBLE FOR THE ACTIONS OR POLICIES OF ANY THIRD-PARTY PLATFORM, INCLUDING TWITTER. 8.4. Third-Party Platform Risk and Compliance Disclaimer YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (a) THE SERVICES INVOLVE AUTOMATION THAT MAY VIOLATE THE TERMS OF SERVICE OF THIRD-PARTY PLATFORMS, INCLUDING TWITTER/X; (b) DRIPPI.AI** MAKES NO REPRESENTATION OR WARRANTY THAT YOUR USE OF THE SERVICES WILL COMPLY WITH THE TERMS OF SERVICE OF ANY THIRD-PARTY PLATFORM;** (c) YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR USE OF THE SERVICES COMPLIES WITH THE TERMS OF SERVICE OF ANY THIRD-PARTY PLATFORM AND FOR ANY CONSEQUENCES OF NON-COMPLIANCE; (d) DRIPPI.AI** SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SUSPENSION, TERMINATION, OR OTHER ADVERSE ACTION TAKEN BY ANY THIRD-PARTY PLATFORM AGAINST YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO PERMANENT BANS, TEMPORARY SUSPENSIONS, LOSS OF DATA, OR LOSS OF ACCESS;** (e) YOU ASSUME ALL RISK ASSOCIATED WITH USING AUTOMATION TOOLS ON THIRD-PARTY PLATFORMS, AND YOU AGREE TO HOLD DRIPPI.AI HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO ACTIONS TAKEN BY THIRD-PARTY PLATFORMS AGAINST YOUR ACCOUNT. 9. Limitation of Liability IN NO EVENT SHALL DRIPPI.AI, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (V) ANY ACTION TAKEN BY ANY THIRD-PARTY PLATFORM, INCLUDING BUT NOT LIMITED TO ACCOUNT SUSPENSION, TERMINATION, OR RESTRICTION; AND (VI) YOUR VIOLATION OF ANY THIRD-PARTY PLATFORM’S TERMS OF SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL DRIPPI.AI’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO DRIPPI.AI FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10. Indemnification You agree to defend, indemnify, and hold harmless Drippi.ai, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Your use of and access to the Services;
(b) Your violation of any term of this Agreement;
(c) Your violation of any third-party right, including without limitation any copyright, property, or privacy right;
(d) Any claim that your Customer Data caused damage to a third party;
(e) Your violation of any applicable laws, rules, or regulations;
(f)Your violation of any Third-Party Platform’s terms of service, policies, or rules, including but not limited to Twitter/X’s Terms of Service;(g) Any action taken by any Third-Party Platform against your account or against Drippi.ai as a result of your use of the Services; or(h) Any claim by any third party arising from your use of automation tools on Third-Party Platforms. 11. Dispute Resolution and Arbitration Agreement 11.1. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles. 11.2. Arbitration Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Maryland before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. 11.3. Class Action and Jury Trial Waiver YOU AND DRIPPI.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Drippi.ai agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. YOU AND DRIPPI.AI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Drippi.ai are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. 12. General Provisions 12.1. Entire Agreement This Agreement, together with any Order Forms and any other policies referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. 12.2. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. 12.3. Assignment You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. We may assign or transfer this Agreement, at our sole discretion, without restriction. 12.4. Notices All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Drippi.ai should be sent to support@drippi.ai. 12.5. Contact Information If you have any questions about these Terms of Service, please contact us at support@drippi.ai.