Terms and Conditions for Draiper Inc. SaaS Products

Effective Date: May 29, 2025

Please read these Terms and Conditions (“Terms”) carefully before using any of Draiper Inc.’s software-as-a-service products, including Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, and Draiper ExecFlow (collectively, the “Services”).

These Terms govern your access to and use of the Services provided by Draiper Inc., a Delaware C Corp limited liability company in the United States of America (“Draiper,” “we,” “us,” or “our”). By subscribing to, accessing, or using the Services, you (“User,” “you,” or “your”) agree to be bound by these Terms. You will be required to select an agreement to these Terms and Conditions as a mandatory option while subscribing to one of our products. If you do not agree to these Terms, do not use the Services.

1. Account Registration and Use

• Account Creation: To access and use the Services, you must create an account (“Account”). You agree to provide accurate, current, and complete information during the registration process1 and to update such information to keep it accurate, current, and complete.
• Account Responsibility: You are responsible for safeguarding your Account password and for all activities that occur under your Account. You agree to notify2 Draiper Inc. immediately of any unauthorized use of your Account. Draiper Inc. is not liable for any loss or damage arising from your failure to comply with this security obligation.
• Eligibility: You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant that you are at least 18 years old.3

2. License to Use the Services4

• Limited License: Subject to your compliance with these Terms, Draiper Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business5 or personal purposes, as applicable, for the specific product(s) to which you have subscribed (Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, and/or Draiper ExecFlow).
• Restrictions: You shall not (and shall not permit any third party to): (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services6 available to any third party; (b) use the Services in any unlawful manner7 or in any manner that interferes with or disrupts the integrity or performance of the Services or its components; (c) modify, adapt, or hack the Services8 or otherwise attempt to gain unauthorized access to the Services or its related systems or networks;9 (d) use the Services to create, send, or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; or (e) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas,10 or algorithms of the Services or any software, documentation, or data related to the Services.11

3. User-Generated Content and AI Workflows

• Content Creation: The Services allow you to create content using AI-powered workflows (“User-Generated Content”). You are solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all data and information you input into the Services (“Input Data”) and the resulting User-Generated Content.
• Ownership of Input Data: You retain all right, title, and interest in and to your Input Data. You grant Draiper Inc. a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and process your Input Data solely for the purpose of providing and improving the Services to you.
• Ownership of User-Generated Content: As between you and Draiper Inc., and subject to your compliance with these Terms, you own the User-Generated Content you create using the Services. However, you acknowledge that the underlying AI models and technology are the property of Draiper Inc. or its licensors.
• Responsibility for User-Generated Content: You are solely responsible for your User-Generated Content, including ensuring it does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party, and that it complies with all applicable laws and regulations. Draiper Inc. does not pre-screen User-Generated Content but reserves the right (but not the obligation) in its sole discretion to refuse or remove any User-Generated Content that violates these Terms or is otherwise objectionable.
• Publishing User-Generated Content: The Services may allow you to publish your User-Generated Content to other online or offline properties. You are solely responsible for such publication and must ensure you have all necessary rights and permissions to do so. Draiper Inc. has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services to which you publish your User-Generated Content.
• AI Assisted Content: You understand that the User-Generated Content is created with the assistance of artificial intelligence. While Draiper Inc. strives to provide accurate and useful outputs, the AI-generated aspects of the content may contain errors, omissions, or inaccuracies. You are responsible for reviewing and verifying all User-Generated Content before use or publication. Draiper Inc. disclaims any liability for any reliance on AI-generated content.

4. Intellectual Property Rights

• Draiper Inc. IP: Draiper Inc. owns all right, title, and interest in and to the Services, including all underlying software, AI models, technology, documentation, and trademarks (including Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, and Draiper ExecFlow), and any and all intellectual property rights embodied therein or related thereto (“Draiper IP”). No rights are granted to you hereunder other than as expressly set forth herein.
• Feedback: If you provide Draiper Inc. with any suggestions, comments, or other feedback relating to the Services (“Feedback”), Draiper Inc. may use such Feedback in any of its products or services without Cany obligation to you.

5. Free Trial, Subscription Fees, and Payment

• Free Trial: We offer a free trial period for our Services. The duration of the free trial will be specified during the sign-up process. During the free trial, you will have access to the features and functionalities of the subscribed product(s) or any add-on packages.
• Subscription and Billing: Upon signing up for a free trial, you will be required to provide your payment details. At the end of the free trial period, unless you cancel your subscription prior to the end of the free trial, your Account will automatically be converted to a paid subscription, and you will be charged the applicable subscription fees for the selected product(s) and any add-on packages on a recurring basis (e.g., monthly or annually) as per the plan you selected.
• Payment: You agree to pay all fees specified in your subscription. All fees are non-refundable except as required by law or as otherwise explicitly stated in these Terms. You authorize Draiper Inc. or its third-party payment processor to charge your chosen payment method for all applicable fees.
• Late Payments: Any late payments may be subject to a service charge equal to 1.5% of the amount due per month or the maximum amount allowed by law, whichever is less.
• Changes to Fees: Draiper Inc. reserves the right to change the subscription fees upon reasonable prior notice to you (which may be sent by email). Your continued use of the Services after the fee change constitutes your agreement to pay the modified fee.

6. Term and Termination

• Term: These Terms shall commence on the date you first accept them and shall remain in effect until your subscription expires or is terminated.
• Termination by You: You may terminate your subscription at any time by canceling it through your Account settings or by contacting Draiper Inc. customer support. Termination will be effective at the end of the current billing cycle, and you will not be entitled to a refund for any pre-paid fees.
• Termination by Draiper Inc.: Draiper Inc. may terminate or suspend your access to the Services, in whole or in part, at its sole discretion, immediately and without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of these Terms.12
• Effect of Termination: Upon termination of your Account, your right to access and use the Services will immediately cease. All provisions of these Terms which by their nature13 should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT14 ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,15 FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.16 DRAIPER INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,17 OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOUR18 USE OF THE SERVICES IS AT YOUR SOLE RISK. DRAIPER INC. MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INCLUDING USER-GENERATED CONTENT OR AI-ASSISTED CONTENT, OBTAINED THROUGH THE SERVICES.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRAIPER INC., ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,19 INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,20 EVEN IF DRAIPER INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL DRAIPER INC.’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES EXCEED THE AMOUNTS PAID BY YOU TO DRAIPER INC. FOR ACCESS TO OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF21 CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.22

9. Indemnification

You agree to defend, indemnify, and hold harmless Draiper Inc., its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses,23 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 any24 term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or25 (d) any claim that your Input Data or User-Generated Content caused damage to a third party. This defense and indemnification obligation will survive these Terms26 and your use of the Services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the27 State of Delaware, without regard to its conflict of law principles. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Wilmington,28 Delaware, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration29 and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing,30 each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

11. Changes to Terms

Draiper Inc. reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will31 be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the32 revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

12. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Draiper Inc. concerning your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning33 its subject matter.
• Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that34 these Terms will otherwise remain in full force and effect and enforceable.
• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term,35 and Draiper Inc.’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you,36 but may be assigned by Draiper Inc. without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
• Notices: Any notices or other communications provided by Draiper Inc. under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.37
• Contact Information: If you have any questions about these Terms,38 please contact us at [Insert Draiper Inc. Contact Email and/or Physical Address].

By clicking “I Agree” or by subscribing to or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.39

Draiper Inc. Terms and Conditions

Effective Date: May 29, 2025

Please read these Terms and Conditions (“Terms”) carefully before accessing or using any of the SaaS products offered by Draiper Inc., a Delaware C Corp limited liability company registered in the United States of America (“Draiper,” “we,” “us,” or “our”). These Terms govern your access to and use of Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, Draiper ExecFlow, and any related services or add-on packages (collectively, the “Services”).

By subscribing to, accessing, or using the Services, or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound40 and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or41 use the Services.

1. Acceptance of Terms

Your agreement to these Terms is a mandatory condition for subscribing to and using any of our Services. By creating an account and subscribing to any of our products (Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, Draiper ExecFlow) or any of their add-on packages, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.

2. Description of Services

Draiper Inc. offers a suite of software-as-a-service (SaaS) products, including Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, and Draiper ExecFlow. These Services allow users to log in, create content with the assistance of an AI workflow, and subsequently publish this created content to other online or offline properties.

3. User Accounts

• Account Creation: To access and use the Services, you must register for an account (“Account”) and provide certain information as prompted by the registration form, including payment details for the recurring subscription. You represent and warrant that all required registration information you submit is truthful and accurate, and you will maintain the accuracy of such information.42
• Account Responsibilities: You are responsible for maintaining the confidentiality of your Account login information and are fully43 responsible for all activities that occur under your Account. You agree to immediately notify Draiper of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Draiper cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
• Eligibility: You must be at least 18 years old or the age of majority in your jurisdiction to use the Services. By agreeing to these Terms, you represent and warrant that you meet these eligibility requirements.

4. Free Trial and Subscription Payments

• Free Trial: Each of our Services (Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, and Draiper ExecFlow) offers a free trial period (“Free Trial Period”). The duration and specific terms of the Free Trial Period will be specified at the time of sign-up. You will be required to provide your payment details upon creating your Account to begin the Free Trial Period.
• Automatic Conversion to Paid Subscription: UPON THE EXPIRATION OF THE FREE TRIAL PERIOD, YOUR ACCOUNT WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION. THE APPLICABLE RECURRING SUBSCRIPTION FEES (BASED ON THE PRODUCT AND ANY ADD-ON PACKAGES SELECTED AT SIGN-UP) WILL BE CHARGED TO THE PAYMENT METHOD YOU PROVIDED AT THE TIME OF ACCOUNT CREATION, UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION POLICY OUTLINED IN SECTION 9 (TERM AND TERMINATION).
• Subscription Fees: Subscription fees are billed on a recurring basis (e.g., monthly or annually) as specified at the time of subscription. All fees are exclusive of applicable taxes, which you agree to pay.
• Payment Authorization: By providing your payment information, you authorize Draiper Inc. (or its third-party payment processor) to charge the applicable subscription fees and any other applicable fees to your chosen payment method.
• Billing Cycle: Your billing cycle will begin on the date your Free Trial Period expires and your paid subscription commences.
• Price Changes: Draiper reserves the right to change its subscription fees. We will provide you with reasonable prior notice of any price changes. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed44 amount.
• No Refunds: Except when required by law, all fees are non-refundable.

5. License to Use the Services

• Grant of License: Subject to your compliance with these Terms, Draiper grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business45 or personal purposes, as applicable, for the specific product(s) (Draiper ContentFlow, Draiper BrandFlow, Draiper NewsFlow, Draiper ExecFlow) and any add-on packages to which you have subscribed.
• Restrictions: You agree not to:

• Use the Services for any illegal or unauthorized purpose.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the46 Services.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Use any robot, spider, scraper,47 or other automated means to access the Services for any purpose without our express written permission.48
• Resell, lease, or sublicense the Services or access to the Services.
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store49 or transmit material in violation of third-party privacy or intellectual property rights.50
• Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
• Attempt to gain unauthorized access to the Services or their related systems or networks.51

6. User-Generated Content and AI Workflow

• Content Creation: The Services enable you to input information and materials (“Input”) and to use an AI-powered workflow to generate and create content, including text, images, and other materials (“Output”). Collectively, Input and Output are referred to as “User Content.”
• Ownership of Input: You retain all ownership rights to your Input.
• Ownership of Output: As between you and Draiper, and to the extent permitted by applicable law, you own the Output you create using the Services. However, due to the nature of artificial intelligence and machine learning, Output may not be unique across users, and the Services may generate the same or similar Output for Draiper or other users. Draiper retains all rights in the underlying AI models, algorithms, and the Services themselves.
• Responsibility for User Content: You are solely responsible for your User Content, including its legality, reliability, accuracy, and appropriateness.52 You represent and warrant53 that:

• You own or have all necessary rights, licenses, consents, and permissions to your Input.
• Your User Content (both Input and Output) and its use and publication do not and will not infringe, misappropriate, or violate any third party’s rights, including intellectual property rights, privacy rights, or54 rights of publicity.
• Your User Content complies with all applicable laws, rules, and regulations and does not contain any material that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable.

• License to Draiper: You grant Draiper a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, and perform your Input solely to the extent necessary to provide, maintain, and improve the Services for you. Draiper may also use anonymized and aggregated User Content for its business purposes, including to improve its AI models and Services, provided such use does not identify you or any individual.
• AI Workflow Disclaimer: You acknowledge that the AI workflow and any Output are generated by artificial intelligence. While Draiper strives to provide accurate and helpful Output, DRAIPER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT. You are solely responsible for reviewing, editing, and verifying all Output before use or publication. Draiper is not liable for any errors, omissions, or inaccuracies in the Output or for any reliance you place on such Output. The Output does not constitute legal, financial, medical, or any other professional advice.
• Publishing User Content: The Services may allow you to publish your User Content to other online or offline properties. You are solely responsible for such publication and ensuring you have all necessary rights and permissions to publish the User Content on such properties. Draiper has no control over and assumes no responsibility for how or where you publish your User Content or for any consequences arising from such publication. You agree to indemnify Draiper for any claims arising from your publication of User Content.

7. Intellectual Property Rights

• Draiper’s Intellectual Property: Excluding your User Content, the Services and all their underlying technology, software, know-how, algorithms, user interfaces, and all intellectual property rights therein or thereto, including but not limited to copyrights, patents, trademarks, and trade secrets (collectively, “Draiper IP”), are and shall remain the exclusive property of Draiper Inc. or its licensors. These Terms do not grant you any rights to use Draiper’s trademarks, logos, domain names, or other brand features.
• Feedback: If you provide Draiper with any feedback, suggestions, or ideas regarding the Services (“Feedback”), you hereby assign to Draiper all right, title, and interest in and to such Feedback, and Draiper is free to use such Feedback without any attribution or compensation to you.

8. Acceptable Use Policy

You agree not to use the Services to create, transmit, display, or store any User Content that:

• Is illegal, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• Infringes,55 violates, or misappropriates any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights.
• Contains software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.
• Constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of duplicative or unsolicited messages.
• Violates any applicable local, state, national, or international law or regulation.
• Attempts to impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity.
• Interferes with or disrupts the proper working of the Services.

Draiper reserves the right, but is not obligated, to review any User Content and to investigate and/or take appropriate action against you in its sole discretion if you violate56 this Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account,57 and/or reporting you to law enforcement authorities.58

9. Term and Termination

• Term: These Terms commence on the date you first accept them and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms.
• Subscription Term and Renewal: Your subscription will be for the term selected at sign-up (e.g., monthly, annually) and will automatically renew for successive periods of the same duration unless you cancel your subscription before the end of the then-current term.
• Cancellation by You: You may cancel your subscription at any time through your Account settings or by contacting Draiper customer support. Cancellation will be effective at the end of your current billing cycle. You will not receive a refund for any partial subscription period.
• Termination by Draiper: Draiper may suspend or terminate your access to the Services and your Account, in its sole discretion, at any time and without notice or liability to you, including if you breach these Terms.
• Effect of Termination: Upon termination of your Account, your right to access and use the Services will immediately cease.59 Draiper will have no obligation to maintain or forward any of your User Content. Provisions that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations60 of liability.

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,61 FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DRAIPER DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY OUTPUT FROM THE AI WORKFLOW) WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY; OR (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND ANY RELIANCE UPON THE SERVICES, INCLUDING ANY OUTPUT GENERATED BY THE AI WORKFLOW, IS AT YOUR SOLE RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRAIPER INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY62 DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF DRAIPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRAIPER’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE63 GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO DRAIPER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

You agree to defend, indemnify, and hold harmless Draiper Inc., its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms;64 (b) your User Content, including its creation, use, and publication; (c) your use of the Services (including any Output from the AI workflow) other than as expressly authorized in these Terms; or (d) your violation of any applicable laws or regulations or the rights of any third party.

13. Governing Law and Dispute Resolution

• Governing Law: These Terms and any dispute or claim arising out of, or related to, them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with65 the internal laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision66 or rule.
• Dispute Resolution: Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State67 of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to68 venue in such courts.
• Arbitration (Optional – Consider if appropriate for your business): [Draiper Inc. may choose to include a mandatory arbitration clause and class action waiver here. This is a significant legal decision and should be discussed with legal counsel.]

14. Changes to Terms

Draiper reserves the right, in its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will69 be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the70 revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

15. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices published by Draiper on the Services, shall constitute the entire agreement between you and Draiper concerning the Services.
• Severability: If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
• No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing71 waiver of such term or any72 other term, and Draiper’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you,73 but may be assigned by Draiper without restriction.
• Notices: Draiper may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Draiper in its sole discretion.
• Contact Information: If you have any questions about these Terms, please contact us at:
  Draiper Inc.
  [Insert Draiper Inc.’s Registered Agent Address in Delaware or other official contact address]
  [Insert Draiper Inc.’s Contact Email Address]

By clicking “I Agree” (or a similar checkbox or button) during the subscription process, you acknowledge that you have read, understood, and agree to be bound by these Draiper Inc. Terms and Conditions.