1.1 Registration. To use the Services, an authorized administrator must register an account on behalf of the Customer organization and provide accurate registration information. Customer is responsible for maintaining the accuracy of registration information and the confidentiality of account credentials. Customer is fully responsible for all activity under its account and shall notify Dryft promptly of any unauthorized use.
1.2 Authorized Users. Customer is responsible for the acts and omissions of its authorized users as if they were Customer's own and shall ensure they comply with these Terms.
2.1 License. Subject to these Terms and payment of applicable fees, Dryft grants Customer a non-exclusive, non-transferable, revocable, limited right to access and use the Services during the applicable subscription term solely for Customer's internal business purposes.
2.2 Restrictions. Customer shall not, and shall not allow any third party to: (a) license, sell, resell, rent, lease, or otherwise commercially exploit the Services. (b) modify, copy, reverse engineer, disassemble, or create derivative works of the Services. (c) access the Services to build a competing product or service. (d) use any robot, scraper, or other automated means to access the Services. (e) circumvent any usage limits, access controls, or security features. (f) introduce malicious code or interfere with the integrity of the Services. (g) use the Services in violation of any applicable law or in furtherance of any fraudulent, deceptive, or unlawful purpose. (h) use the Services or any outputs in a manner that infringes the rights of any third party.
2.3 Ownership. Dryft and its licensors retain all right, title, and interest in and to the Services, including all underlying software, models, algorithms, and documentation. Except for the limited license in Section 2.1, no rights are granted to Customer by implication or otherwise.
3.1 Customer Data. "Customer Data" means documents, files, and other data that Customer or its authorized users upload to or submit through the Services. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Dryft a limited, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely as necessary to provide the Services and perform Dryft's obligations under these Terms.
3.2 Customer Outputs. "Customer Outputs" means valuation analyses, models, workbooks, reports, and other outputs generated through the Services based on Customer Data and Customer's selected inputs. As between the parties, Customer owns Customer Outputs. Dryft makes no claim of ownership over Customer Outputs.
3.3 No Use for Model Training. Dryft does not use Customer Data or Customer Outputs to train or improve any artificial intelligence or machine learning models operated by Dryft or any of our subprocessors. Customer Data is processed solely to deliver the Services.
3.4 Aggregated Data. Dryft may generate aggregated, anonymized, or de-identified data derived from use of the Services that does not identify Customer or any individual ("Aggregated Data") and may use Aggregated Data for any lawful business purpose, including improving the Services.
3.5 Customer Responsibility. Customer is solely responsible for Customer Data and represents that it has all rights, consents, and authorizations necessary to upload and process Customer Data through the Services and that doing so does not violate any law or third-party right.
Customer shall use the Services only for lawful business purposes and in compliance with these Terms. Customer shall not use the Services to violate any law or regulation, infringe any third-party right, transmit harmful or unlawful content, send unsolicited communications, or produce any output intended to deceive, mislead, or facilitate fraud. Dryft may investigate suspected violations and may suspend or terminate access for any violation, with or without notice.
Fees, billing frequency, and payment terms are set forth in the applicable order, statement of work, or subscription agreement. Unless otherwise specified, fees are non-refundable and exclusive of taxes. Customer is responsible for all applicable taxes other than taxes based on Dryft's net income. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
6.1 As Is. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DRYFT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
6.2 Not Professional Advice. The Services are software tools intended to assist qualified professionals in performing financial valuations and related analyses. The Services and any Customer Outputs do not constitute, and are not a substitute for, professional advice. Dryft is not a registered investment adviser, broker-dealer, accounting firm, audit firm, certified public accountant, appraiser, valuation firm, attorney, or tax advisor. Nothing provided through the Services constitutes investment, accounting, audit, tax, legal, or appraisal advice. Customer is solely responsible for the selection of inputs and assumptions used in the Services, for the review and validation of Customer Outputs, for any conclusions drawn from Customer Outputs, and for compliance with all laws, regulations, professional standards, and reporting requirements applicable to Customer's use of Customer Outputs (including, where applicable, ASC 820, Section 409A of the Internal Revenue Code, and related guidance). Final valuation conclusions and any associated reports remain the responsibility of Customer and Customer's qualified professionals.
6.3 AI-Generated Content. Certain features of the Services use artificial intelligence and machine learning models. Such models can produce results that are inaccurate, incomplete, or otherwise inconsistent with Customer's expectations. Customer acknowledges the inherent limitations of AI-generated content and is solely responsible for reviewing and validating any AI-generated outputs before relying on them.
Customer shall indemnify, defend, and hold harmless Dryft and its officers, directors, employees, and agents from any third-party claim or demand, including reasonable attorneys' fees, arising out of or related to (a) Customer's use of the Services, (b) Customer Data, (c) Customer's violation of these Terms, or (d) Customer's violation of applicable law. Dryft will provide notice of the claim and may, at its option and at Customer's expense, assume sole control of the defense of any claim subject to indemnification.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRYFT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DRYFT'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DRYFT FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND THIS LIMIT.
These Terms remain in effect while Customer uses the Services or until terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. Dryft may suspend or terminate Customer's access immediately for violation of these Terms or applicable law. Following termination, Customer Data is retained and deleted as described in our Privacy Policy. Sections 2.2, 2.3, 3, 5 (with respect to amounts owed), 6, 7, 8, 10, and 11 survive termination.
10.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
10.2 Informal Resolution. Before initiating arbitration, the parties shall attempt to resolve any dispute informally. The party initiating the dispute shall send written notice to the other party describing the nature of the dispute and the requested relief. A notice to Dryft shall be sent to privacy@dryftanalytics.com. If the dispute is not resolved within thirty (30) days, either party may initiate arbitration.
10.3 Binding Arbitration. Any dispute arising out of or related to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration shall be conducted by a single neutral arbitrator. The arbitrator's award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs and shall pay an equal share of the arbitrator's fees.
10.4 Jury Trial Waiver. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.
10.5 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
10.6 Equitable Relief. Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction located in Delaware to protect its intellectual property rights or to maintain the status quo pending arbitration.
10.7 Severability. If any provision of this Section 10 is found unenforceable, that provision shall be severed and the remaining provisions of this Section 10 shall remain in effect.
11.1 Changes. Dryft may update these Terms from time to time. Material changes will be communicated by email or by posting notice on the Site at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
11.2 Entire Agreement. These Terms, together with our Privacy Policy and any orders or subscription agreements that reference these Terms, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on this subject. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.
11.3 Assignment. Customer may not assign these Terms without Dryft's prior written consent. Dryft may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
11.4 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
11.5 No Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Dryft Analytics Corp. Boston, Massachusetts privacy@dryftanalytics.com