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DRIPIFY TERMS OF SERVICE

Last Update: January 1, 2022

These Terms of Service (the “Terms”) constitute a legally binding agreement between You and Dripify (“Dripify”, “We”, “Us”, or “Our”), governing Your access to and use of the Dripify platform (the “Platform”) available at https://app.dripify.com/, including all associated functionalities, features, and tools (collectively, the “Services” as defined in Section 1).

The term “You” refers to any individual or entity accessing or using the Platform or the Services as a Customer or a Customer’s Authorized User, unless otherwise specified.

You accept and agree to be legally bound by these Terms upon the earliest of the following events (the “Effective Date”):

  1. Your electronic acceptance of these Terms;
  2. the creation of an account or the purchase of a subscription.

By taking any of the above actions, You confirm that You have read, understood, and agreed to the terms set forth herein. If You do not agree or lack the authority to bind the entity You represent, You must not use or access the Platform or the Services.

For the avoidance of doubt, Dripify is not affiliated with, endorsed by, or otherwise connected to any other Third-Party Services.

1. DEFINITIONS

Account: the unique account created on the Platform by or on behalf of the Customer’s Authorized Users through which they access and use the Services, including account information, settings, preferences, and any data or content submitted, stored, or managed through such account.

Acceptable Use Policy: the set of rules governing permitted and prohibited behaviour when accessing or using the Platform, the Website, or the Services, as further described in Section 7 of these Terms.

Customer’s Authorized User: an individual explicitly granted access to the Platform by the Customer under the Customer’s account, including employees, contractors, agents, or representatives. The Customer’s Authorized Users act on behalf of the Customer and are bound by the Customer’s obligations under these Terms.

Confidential Information: the term as defined in Section 10 of these Terms.

Customer: a natural person or legal entity that creates a registered Account on the Platform to purchase and access the Services. The Customer may act as an Individual Customer or Business Customer and may authorize other individuals to use the Services under their Account.

Customer Data: means any data, information, or content submitted, uploaded, or provided by the Customer or the Customer’s Authorized Users to the Platform. The Customer Data does not include the Platform analytics, campaign automation logic, workflow rules, or any other data generated by the Platform.

Customer Content: all creative or branding assets provided by the Customer, including text blocks, message templates, images, audio or video materials, trademarks, logos, product visuals, and similar media embedded within campaigns or profiles.

Feedback: any suggestions, ideas, enhancement requests, or other feedback provided by the Customer relating to the Platform or the Services.

Lead: any identified or identifiable natural person whose Personal Data is processed by the Customer via the Platform. Leads are not Users of the Platform and do not access it directly; however, they may receive communications initiated through the Platform by the Customer, including via the Customer’s connected social networking account or email.

Proforma Invoice: a document issued by Dripify to the Customer that specifies fees, Subscription Term, and other commercial conditions, the payment of which by the Customer constitutes acceptance of these Terms and the specific terms of such invoice.

Personal Data: has the meanings set out in the Privacy Policy and applicable data protection laws, including the GDPR.

Platform: Dripify’s cloud-based, subscription-based SaaS software used for Lead generation, outreach automation, and related functionalities, accessible only to the Customers and the Customer’s Authorized Users upon login.

Services: the functionalities, features, and tools provided by Dripify for purposes of  Lead generation automation and workflow management. The Services include management of communication and outreach processes, campaign automation across supported channels, team collaboration with role-based permissions, as well as related analytics, reporting, integrations, and professional support.

Subscription Term: the period of time during which the Customer has an active paid subscription to access and use the Platform, as set forth in the applicable Proforma Invoice or subscription plan.

Team: a group of the Customer’s Authorized Users linked to the Customer’s Account with defined roles and access levels within the Platform.

Third-Party Services: external applications, tools, or platforms integrated with the Platform, which are subject to their own terms and policies.

User: any individual who accesses the public-facing Website for general informational purposes, including browsing content, submitting a demo or contact request, or reviewing documentation. Users do not have access to the Platform unless they become the Customer or the Customer’s Authorized User.

Website: the publicly accessible website operated by Dripify at https://dripify.com.

Any capitalized terms not defined in these Terms have the meanings set out in the Privacy Policy.

2. ACCESS, ELIGIBILITY, AND PERMITTED USE

2.1 Access to the Platform is restricted to the Customers and the Customer’s Authorized Users with an active Account and valid login credentials.

2.2 A single individual may simultaneously act in multiple roles under these Terms, as defined in Section 1, but the obligations applicable to each role remain distinct and cumulative.

2.3 Responsibility for the actions and omissions of the Customer’s Authorized Users is governed by Section 14 of these Terms.

2.4 Use of the Platform and the Services must at all times comply with the Acceptable Use Policy in Section 7 and the Applicable Legislation.

3. PLATFORM FUNCTIONALITIES AND USAGE PROCESSES

3.1. The Platform enables the management of outreach workflows, the Lead’s data, communications, and integrations in a business automation context. This Section defines the core features and usage terms.

3.2. General Compliance. The Customer is solely responsible for ensuring all Platform use, including integrations with the Third-Party Services, complies with these Terms, the Privacy Policy, the Applicable Legislation, and the Third-Party Services’ terms.

3.3. Team Management. Customers may create Teams of multiple Customer’s Authorized Users with roles such as owner, manager, or member, each with defined permissions to access the Customer Data and the Customer Content (e.g., campaigns, templates, inboxes, performance metrics). Owners may switch the Team contexts.

3.4. Campaign Automation. Customers may build and manage multichannel campaigns using social networking and email. Campaign configuration and execution must comply with the Applicable Legislation and the Third-Party Services’ terms.

3.5. Lead Management. Leads can be imported from social networking or uploaded via the Third-Party Services. Optional tools may supplement or update the Lead data at the Customer’s request.

4. LIMITED AUTHORIZATION FOR AUTOMATED OPERATIONS

4.1. By agreeing to these Terms, the Customer grants Dripify a limited authorization to execute automated technical operations through the Customer-connected social networking integrations, solely in accordance with the Customer’s explicit configuration and Instructions. All automated operations occur exclusively through the authorized technical interfaces enabled by the Customer.

4.2. The Customer may request limited technical assistance from designated Dripify representatives. Any such assistance is provided solely for support, troubleshooting, or configuration purposes, only upon a written or otherwise verifiable request from the Customer, and only to the minimum extent necessary to fulfill that request. Dripify representatives do not operate the Customer’s social networking or email accounts; any required technical interaction occurs exclusively through the Platform’s available support tools and under secure technical and organizational controls to protect the Account.

4.3. This authorization is strictly limited to the execution of technical operations necessary to provide the Services as configured by the Customer. It does not grant Dripify any independent authority to modify the Customer Content, make decisions, or perform any actions that are not expressly triggered or approved by the Customer through the Platform.

4.4. The Customer is fully responsible for ensuring that all actions executed through the Platform, including automated operations triggered by the Customer, comply with the Applicable Legislation, these Terms, and the terms of any Third-Party Services connected to or used with the Platform. The allocation of liability for actions carried out under this authorization is governed by Section 14 of these Terms.

4.5. Use of the Platform’s automation features is optional and depends on the Customer’s decision to connect the relevant social networking accounts. Disconnection or revocation of access to the connected social networking account may limit or disable certain features.

4.6. All authorizations granted under this Section, whether for automated operations, shall automatically terminate upon the earliest of the following events:

4.6.1 expiration of the Customer’s Subscription Term;

4.6.2 termination of these Terms for any reason;

4.6.3 suspension or revocation of the Customer’s access to the Platform;

4.6.4 removal or deactivation of the relevant social networking account or email account from the Platform.

4.7 Upon termination of the authorization, Dripify will immediately stop all automated operations associated with the Customer’s Account, except where limited access is required by Applicable Legislation or strictly necessary to resolve support requests that were initiated before the termination.

5. ACCOUNT AND DATA DELETION

5.1. All deletions are performed in accordance with Dripify’s Privacy Policy and the Applicable Legislation. Unless retention is legally required, necessary for dispute resolution, Dripify will delete the Customer’s Account, including all Customer Data and Customer Content, within the earlier of: (i) one hundred eighty (180) days from the Customer’s last Account activity, or (ii) for the duration of the provision of the Services and no longer than 3 years from the Customer’s last use of the Services. The Customer is solely responsible, to the extent permitted by Applicable Legislation, for exporting the Customer Data beforehand.

5.2. The Customer may request deletion at any time by sending a request to support@dripify.com. Dripify may require reasonable identity verification.

5.3. Accounts with no activity for one hundred eighty (180) consecutive days may be subject to deletion. Dripify will send the Customer an email notification at least fourteen (14) days before the scheduled deletion date, and a second reminder forty-eight (48) hours prior to deletion. If the Account is not reactivated and upgraded before the specified deadline, the Account and all associated data will be permanently deleted in accordance with this Section and cannot be restored.

5.4. Dripify is not liable for any data loss resulting from deletions performed under this Section.

6. CUSTOMER DATA, CONTENT, AND RESPONSIBILITY

6.1. The Customer is solely responsible for ensuring that all Customer Data and Customer Content, as defined in Section 1, are accurate, lawful, non-infringing, and compliant with the Applicable Legislation and other applicable legal requirements. This includes obtaining all necessary consents, authorizations, and lawful bases for processing any Personal Data contained therein.

6.2. The Customer shall bear full responsibility for any legal, regulatory, or third-party claims arising from the submission, processing, or use of the Customer Data or the Customer Content via the Platform.

6.3. Intellectual property rights and licensing terms concerning the Customer Content are governed by Section 8 of these Terms.

7. ACCEPTABLE USE POLICY

7.1. Access to and use of the Platform, the Website, and the Services are subject to this Acceptable Use Policy, which ensures responsible, lawful, and secure usage. All Customers must comply with these Terms, the Privacy Policy, the Applicable Legislation, and relevant terms of the Third-Party Services, including those used for automation purposes.

7.2. The Services may be used only for legitimate purposes directly related to Dripify’s features. You must not:

7.2.1. Use the Platform in any way that infringes rights, violates law, or is exploitative, abusive, or unauthorized.

7.2.2. Extract, collect, harvest, or otherwise compile data without Dripify’s prior written consent, or gather usernames or email addresses for the purpose of sending unsolicited or unauthorized messages.

7.2.3. Sell, resell, rent, lease, license, sublicense, or otherwise distribute any data (including printouts or downloadable data) to third parties, or use any data as a component of, or basis for, any materials intended for sale, licensing, or distribution.

7.2.4. Create Accounts using automated means or disposable emails, create Accounts under false pretences, or transfer accounts without authorization.

7.2.5. Use purchasing agents to make purchases, advertise unauthorized goods or services, or engage in unauthorized framing or linking.

7.2.6. Circumvent, disable, or interfere with any security features; bypass authentication mechanisms; or reverse-engineer any part of the Platform.

7.2.7. Mislead, engage in fraudulent conduct, or attempt to access the Confidential Information for which You have no lawful rights or authorization.

7.2.8. Provide false or misleading information during interactions with Dripify’s representatives, or engage in any behaviour that disrupts, interferes with, or otherwise adversely affects the proper functioning of Dripify’s representatives, support operations, or the Platform.

7.2.9. Abuse, harass, threaten, or harm Dripify representatives, agents, or other Customers.

7.2.10. Use of unauthorized automation tools, including scripts, macros, bots, or any other automated mechanisms, is strictly prohibited unless expressly permitted through Dripify’s representatives and authorized integrations. All automation must be performed solely via the Platform’s built-in features or integrations explicitly approved by Dripify.

7.2.11. Interfere with the Platform’s operation or overload the Platform or its connected networks, including through denial-of-service attacks, spam, excessive requests, or similar activities.

7.2.12. Copying, modification, reverse engineering, distribution, or creating derivative works of any part of the Platform or any proprietary materials provided by Dripify.

7.2.13. Use the Platform to develop, train, enhance, or improve any service or product that competes with Dripify, including by copying functionality, replicating workflows, reverse engineering features, or extracting proprietary design elements.

7.2.14. Upload or transmit malicious software, spyware, tracking tools, spam, or any other software or materials that may harm the Platform or Customers.

7.2.15. Violate the Third-Party Services’ terms.

7.3. Dripify may investigate violations, remove the Customer Content, suspend or terminate the Customer’s Accounts, or pursue legal remedies. Repeated or serious breaches may result in permanent suspension and referral to authorities. Customers are responsible for ensuring the Customer’s Authorized Users’ compliance, and violations may trigger indemnification obligations under Section 14.

8. INTELLECTUAL PROPERTY

8.1. The Platform and the Website, together with all associated intellectual property, including source code, system architecture, product designs, UX/UI elements, trade names, trademarks, brand assets, proprietary materials, and all technical, instructional, or User-facing materials provided by Dripify such as setup guides, configuration instructions, feature descriptions, and any updates, are owned exclusively by Dripify and its licensors. Except for the limited rights expressly granted under these Terms, no other rights or licenses are conveyed, and all remaining rights are reserved.

8.2. Upon timely payment of fees, Dripify grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Term, in accordance with these Terms. This licence automatically terminates upon expiry of the Subscription Term, termination of these Terms, or a material breach by the Customer.

8.3. The Customer must comply with Section 7, including prohibitions on copying, modifying, reverse engineering, distributing, or creating derivative works of any part of the Platform or any proprietary materials provided by Dripify.

8.4. The Customer retains ownership of the Customer Content and the Customer Data submitted or transmitted through the Platform, including text materials, files, images, and configuration data. Campaign automation logic, workflow rules, sequencing structures, and any operational logic generated by the Platform are owned by Dripify and do not form part of the Customer Content or the Customer Data.

Dripify does not acquire ownership of the Customer Content.

8.5. The Customer grants Dripify permission to use the Customer Content and the Customer Data solely as necessary to provide, maintain, secure, and support the Services, including the execution of automation configured by the Customer under Section 3 and as permitted by the Applicable Legislation and any other applicable laws.

8.6. The Customer warrants that:

8.6.1. it holds all necessary rights to the Customer Content;

8.6.2. the Customer Content does not infringe third-party rights;

8.6.3. all submitted the Customer Content and the Customer Data is lawful and compliant with the Applicable Legislation, these Terms, and any Third-Party Services’ or Subprocessor’s terms, including those used for automation.

8.7. The Customer’s Feedback may be used by Dripify without restriction or obligation. For the avoidance of doubt, the Feedback does not include the Customer Content, and Dripify does not acquire any ownership rights to the Customer Content as a result of receiving the Feedback. Dripify may use the Feedback for the improvement and development of its products and the Services, provided that such use does not identify the Customer as the source of the Feedback.

8.8. Unless agreed otherwise in writing, all materials, scripts, templates, integrations, and configurations created by Dripify in the Services remain Dripify’s property, excluding derivative works created solely from the Customer Content, which remain the Customer’s property unless explicitly transferred in a separate agreement or the Proforma Invoice.

8.9. All provisions of this Section survive termination of these Terms and expiry of the Subscription Term.

9. SUBSCRIPTION AND PAYMENT TERMS

9.1. Access to the Platform is subscription-based. By purchasing a subscription, the Customer agrees to pay the applicable fees and access to features under the selected subscription plan. Optional add-ons may be charged separately only upon the Customer’s explicit purchase or activation.

9.2. Dripify offers several subscription plans that differ in available functionality, the Team features, integrations, and analytics. The specific set of features depends on the selected subscription plan and the number of subscriptions. A list and description of available subscription plans, along with pricing, is provided on the pricing page. Payment terms and subscription plans may change from time to time, and the currently posted terms on the Website shall always prevail over those stated in these Terms.

9.3. Certain features may be offered on a beta, early access, preview, or experimental basis (“Beta Features”). Beta Features are provided for evaluation purposes only and do not form part of the standard feature set of any subscription plan unless expressly stated otherwise on the applicable pricing page at dripify.com. For the avoidance of doubt, any modification, limitation, relocation between subscription plans, or discontinuation of Beta Features shall not be deemed a material reduction of the core functionality or essential value of the subscribed plan, and shall not affect the subscription plans during any increase or decrease of the applicable subscription fees.

9.4. New Customers may receive a one-time 7-day free trial. After expiry of the trial, access to the Platform is restricted unless a paid subscription is activated.

9.5.The standard Subscription Term is either one (1) month or one (1) year, unless otherwise agreed. All fees are billed in advance. If Your purchase is subject to recurring charges, then You consent to Our charging Your payment method on a recurring basis without requiring Your prior approval for each recurring charge, until You notify Us of Your cancellation. Dripify is not responsible for renewals resulting from late or missed cancellations.

9.6.The final payable amount, the applicable Subscription Term, payment deadlines, payment method, and any additional commercial conditions shall be as set forth in the applicable Proforma Invoice and/or invoice. In the event of any inconsistency, the terms specified in the applicable Proforma Invoice and/or Invoice shall govern. The Customer must keep billing details accurate and up to date. Dripify may correct billing errors after invoicing or payment.

9.7. All fees specified in any applicable Proforma Invoice and/or invoice are exclusive of all taxes, duties, and other governmental assessments (“Taxes”). The Customer shall be responsible for payment of all such Taxes. Should any applicable law require the Customer to withhold any Taxes from a payment, the Customer shall increase the amount paid to Dripify such that Dripify receives the full and undisputed amount that would have been received had no such withholding been applied. The Customer shall indemnify and hold Dripify harmless from any liability arising from such Taxes. This requirement applies only to the Business Customers.

9.8. All payments are final unless permitted by the applicable law or expressly stated otherwise: monthly subscriptions are non-refundable; annual subscriptions are refundable in full only within 24 hours of payment if unused; the one-time Services or add-ons are non-refundable once delivered or initiated; cancellations may be made via the Platform’s billing tab or by emailing support@dripify.com. Such cancellations are effective at the end of the current Subscription Term, and early termination does not provide refunds unless expressly allowed herein. Individual Customers acting as consumers may contact Dripify to request individualized refund arrangements.

9.9. Dripify may revise subscription fees from time to time, with such changes becoming effective in the subsequent Subscription Term. Continued use of the Services after the effective date of a price adjustment constitutes the Customer’s acceptance of the updated subscription fees. To prevent renewal at the revised rate, the Customer must cancel the subscription prior to the renewal date.

10 CONFIDENTIALITY

10.1. “ Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information and the circumstances surrounding the disclosure. Any technology, know-how, Service performance information shall be considered the Confidential Information of Dripify without the need for any marking or additional designation.

10.2. The Receiving Party may disclose the Confidential Information to its employees, agents, contractors, affiliates, and other representatives who have a legitimate need to know such information, provided that these individuals or entities are bound by confidentiality obligations that are no less protective than those set out in these Terms. The Receiving Party remains fully responsible for ensuring that all such representatives comply with the confidentiality obligations contained herein.

10.3. The Confidential Information does not include information that: 

10.3.1. becomes public without breach by the Receiving Party; 

10.3.2. is lawfully obtained from a third party without restriction; 

10.3.3. is independently developed without use of the Disclosing Party’s Confidential Information; or 

was lawfully known to the Receiving Party before disclosure.

10.4. The Receiving Party shall: 

10.4.1. use the Confidential Information solely to perform its obligations or exercise rights under these Terms;

10.4.2. protect it and apply at least reasonable administrative, technical, and organizational measures appropriate to the nature of the Confidential Information; 

10.4.3. restrict access to personnel, affiliates, contractors, or advisors on a need-to-know basis under confidentiality terms no less protective than these; and 

10.4.4. upon request or termination, securely return or destroy all Confidential Information, except where retention is legally required.

10.5. Disclosure is allowed:

10.5.1. as required by law, regulation, or court order, with prior written notice to the Disclosing Party where legally permitted and cooperation in seeking protective measures; or 

10.5.2. if authorized in writing by the Disclosing Party.

10.6. A breach of confidentiality may cause irreparable harm not compensable by monetary damages; the Disclosing Party may seek injunctive relief without bond, in addition to other remedies.

10.7. Confidentiality obligations survive for three (3) years after termination or expiration, or as long as the Confidential Information is legally protected, whichever is longer. Obligations regarding trade secrets survive indefinitely.

10.8. For the avoidance of doubt, the Personal Data shall be handled in accordance with the Privacy Policy and the Applicable Legislation.

11. SUBPROCESSORS

11.1. Dripify may engage third-party providers, vendors, and subcontractors (collectively, “Subprocessors”) to support the Platform, the Services, and related infrastructure, including cloud hosting providers, analytics tools, support platforms, and payment processors. By entering into these Terms, the Customer grants general written authorization to engage such Subprocessors without separate approval for each.

11.2. All Subprocessors are bound by written agreements imposing the Personal Data protection and confidentiality obligations no less protective than those in these Terms and the Privacy Policy. Dripify remains fully responsible for its acts and omissions as if performing the Services directly.

11.3. A current list of Subprocessors is available in the Privacy Policy. Dripify may update this list and will provide advance notice where required by the Applicable Legislation. Where required, Dripify will enter into appropriate data processing agreements with Subprocessors and ensure adequate safeguards for international data transfers.

11.4. The Customer is solely responsible for complying with the terms, policies, and usage rules of any Third-Party Services integrated or connected at the Customer’s initiative.

12. GOOGLE API DATA COMPLIANCE

12.1. Dripify complies with the Google API Services User Data Policy, including the Limited Use requirements. Dripify requests only the minimum access necessary to the Customer’s Google data to provide the functions that the Customer has explicitly enabled.

12.2. Dripify does not use the Customer’s Google data, including Gmail content, for advertising purposes. This data is not sold or shared with third parties for purposes that are not required to operate the Platform. Any data obtained through Google APIs is processed only to provide the functions that the Customer has configured, including reading or sending emails as part of the Customer’s workflows.

12.3. Access to the Customer’s Google data by Dripify representatives is strictly limited. Human access is tightly restricted. Such access is allowed only in the following cases: when the Customer makes an explicit and verifiable request for assistance; when it is required for security reasons, including detection or prevention of fraudulent activity or abuse or when it is required to comply with applicable law.

12.4. Any access is controlled and protected by technical and organizational measures.

12.5. Dripify does not store or export the Customer’s Google data outside Google’s systems, except it is strictly necessary to provide the functions the Customer has enabled.

13. DISCLAIMER

13.1. The Platform, the Website, and the Services, and all associated functionalities are provided strictly on an “as is” and “as available” basis. To the maximum extent permitted by the Applicable Legislation, Dripify, its licensors, and Subprocessors disclaim all express, implied, statutory, or other warranties, including but not limited to:

13.1.1. warranties of merchantability, fitness for a particular purpose, and non-infringement;

13.1.2. warranties that the Platform will be error-free, uninterrupted, secure, or compatible with third-party systems or providers;

13.1.3. warranties regarding the accuracy, timeliness, completeness, or results of use of the Services.

13.2. No oral or written advice or information provided by Dripify shall be deemed to create any warranty not expressly stated herein.

14. RESPONSIBILITY, LIMITATION OF LIABILITY, INDEMNIFICATION

14.1. The Customer is solely responsible for complying with the Applicable Legislation, regulations, the terms of the Third-Party Services and Subprocessors used to provide the Services, and the Acceptable Use Policy set forth in Section 7, as well as for managing and securing access credentials and for all actions and omissions of the Customer and the Customer’s Authorized Users.

14.2. The Customer shall be fully responsible for all actions and omissions of the Customer’s Authorized Users as if such actions were taken by the Customer. This includes ensuring that all Customers’ Authorized Users comply with these Terms, the Applicable Legislation, and the terms of the Third-Party Services and Subprocessors.

14.3. Dripify does not review, verify, or moderate any Customer-generated content, configurations, campaign logic, messaging, recipient lists, or any other materials or actions performed by the Customer within their Account. The Customer assumes full legal and reputational responsibility for all actions performed via the Platform.

14.4. Dripify is not responsible for:

14.4.1. enforcement actions or restrictions applied by any Third-Party Services, Subprocessors used to provide the Services;

14.4.2. failures or disruptions caused by the Third-Party Services, Subprocessors, internet infrastructure, or Customer-side configurations used to provide the Services.

14.5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRIPIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, BUSINESS OPPORTUNITIES, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF DRIPIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.6. Dripify’s total cumulative liability for all claims arising out of or relating to these Terms shall not exceed the total fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

14.7. Nothing in this section limits liability for fraud, wilful misconduct, or liability that cannot be excluded under the Applicable Legislation.

14.8. Indemnification. The Customer agrees to indemnify, defend, and hold harmless Dripify, its affiliates, employees, and contractors against all liabilities, damages, claims, losses, penalties, costs, and expenses (including reasonable legal fees) arising from any breach of these Terms or the Privacy Policy; any unlawful or unauthorized use of the Platform; any claim that the Customer Content infringes third-party rights; any enforcement actions or disputes initiated by third parties as a result of the Customer’s or the Customer’s Authorized Users’ conduct or campaign activity, including any actions taken by the Third-Party Services, Subprocessors used for Service provision in response to such activity. to the extent such claims arise from the Customer’s or the Customer’s Authorized Users’ actions, omissions, or breach of these Terms.

14.9. Indemnification Procedure. The indemnified party must:

14.9.1. promptly notify the indemnifying party in writing of any claim;

14.9.2. reasonably cooperate in the defence, at the indemnifying party’s expense;

14.9.3. allow the indemnifying party to control the defence and settlement, subject to written approval of any settlement that involves admission of liability or injunctive relief.

14.10. This Section survives termination or expiration of these Terms.

15. TERM AND TERMINATION

15.1. These Terms remain in effect for the duration of the Customer’s active Subscription Term and while the Customer accesses or uses the Platform or the Website, unless terminated earlier under these Terms.

15.2. Dripify may suspend or terminate access to the Services, in whole or in part, with immediate effect where reasonably necessary to protect its operations, security, or legal compliance, including if the Customer breaches these Terms and/or the Applicable Legislation, is reasonably suspected of misuse or circumvention of the Platform, engages in abusive, fraudulent, unlawful, or harmful conduct that materially impacts Dripify’s operations or security, or uses the Platform to copy, reproduce, reverse-engineer, or extract proprietary functionality for the purpose of building competing automation tools in violation of Section 7. Dripify may also suspend access without notice in cases of abusive, unlawful, or non-compliant activity, and may, at its sole discretion, provide a cure period before termination.

15.3. The Customer may terminate these Terms at any time by ceasing use of the Services and cancelling the subscription. Termination does not entitle the Customer to any refund, unless explicitly permitted under these Terms. Dripify may suspend or terminate the trial at any time, with or without notice.

15.4. Upon termination for any reason: 

15.4.1 all rights and licences granted under these Terms immediately cease; 

15.4.2 the Customer and the Customer’s Authorized Users must stop using the Platform and uninstall all related components; and 

15.4.3 the Customer Content and the Customer Data will be deleted in accordance with Section 5.

15.5.Provisions that by their nature survive termination remain in effect, including Sections 5, 8, 10, 12, 13, 14, and 17.

16. FORCE MAJEURE

16.1. Neither party is liable for delay or failure to perform obligations under these Terms if caused by a Force Majeure event, meaning any act or circumstance beyond the affected party’s reasonable control. This includes, without limitation, natural disasters, war, terrorism, civil unrest, armed conflict, labour strikes or lockouts not involving the affected party’s personnel, widespread Internet or telecommunications failures, cyberattacks or DDoS incidents not due to the affected party’s gross negligence, pandemics or public health emergencies and related government orders, power outages, failures of hosting providers, or disruptions in infrastructure supply chains.

16.2. The affected party shall promptly notify the other in writing and use reasonable efforts to mitigate the impact and resume performance as soon as practicable. Force Majeure does not excuse or delay the Customer’s obligation to pay accrued fees. If such an event continues for more than 30 consecutive days and materially impairs the Service delivery or receipt, either party may terminate these Terms upon written notice, without liability except for payment of outstanding amounts due as of the termination date.

17. OTHER PROVISIONS

17.1. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of England and Wales, excluding conflict of law rules.

17.2. Dispute Resolution. The parties agree to make every effort to resolve any disputes arising out of or relating to these Terms through negotiations. If the parties fail to resolve such a dispute through negotiations, it shall be submitted to and finally settled by the Arbitration Institute of the Stockholm Chamber of Commerce in accordance with the Stockholm Chamber of Commerce Arbitration Rules in force at the time of initiation of the arbitration. The arbitration shall be conducted in English by a sole arbitrator. The seat and place of arbitration shall be Stockholm, Sweden. The arbitral tribunal shall apply the substantive law of England and Wales. The arbitral award shall be final and binding on both parties.

17.3. Representations and Authority. Each party represents and warrants that:

17.3.1. it is duly organized and in good standing under the laws of its jurisdiction;

17.3.2. it has the full legal power and authority to enter into these Terms;

17.3.3. upon execution, these Terms will constitute a legal, valid, and binding obligation.

17.4. Assignment. The Customer may not assign or transfer these Terms or any rights or obligations under them, whether by law or otherwise, without Dripify’s prior written consent. Either party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all assets. Any assignment in breach of this section is null and void. These Terms are binding upon and benefit the parties and their respective permitted successors and assigns.

17.5. Entire Terms. These Terms, together with the incorporated policies (including, without limitation, the Privacy Policy, Cookie Policy, and any Proforma Invoice and/or invoices), constitute the complete and exclusive statement of the terms governing the relationship between Dripify and the Customer and supersede all prior agreements, understandings, or representations. In the event of a conflict, the provisions of the Proforma Invoice shall prevail over these Terms.

17.6. Modifications. Dripify may modify these Terms and any incorporated policies at any time by posting an updated version on the Website or within the Platform. Material changes take effect upon posting. The Customer is solely responsible for reviewing these Terms regularly and staying informed of updates. Continued use of the Platform after changes take effect constitutes binding acceptance of the modified terms. A notice posted on the Website shall be deemed sufficient notice of any changes. Where required by law, Dripify will obtain Your explicit Consent before applying certain modifications.

17.7. Service Modifications. Dripify may modify, enhance, suspend, or discontinue any feature, functionality, or component of the Platform at any time. For material changes that significantly affect the core functionality of the subscribed plan (e.g., key campaign automation, messaging, or data processing features), Dripify will make reasonable efforts to provide prior notice. Unless such changes materially reduce the essential value of the Platform, no refund or credit is due. If they do, the Customer may request a pro rata refund for the unused portion of the Subscription Term. This clause does not apply to trial or free Accounts.

17.8. Severability. These Terms shall remain enforceable to the extent legally permissible, even if any provision is held invalid or unenforceable.

17.9. No Waiver. No failure or delay by either party in exercising any right shall operate as a waiver. Waivers must be in writing and signed by an authorized representative.

17.10. Independent Contractors. Nothing in these Terms creates a partnership, agency, or employment relationship. Neither party may bind the other without written consent.

17.11. Third-Party Rights. These Terms create no rights or obligations for third parties. It is solely for the benefit of the parties and their permitted successors.

17.12. Notices. All legal notices shall be sent to legal@dripify.com unless stated otherwise. Notices shall be deemed received one business day after email transmission.

17.13. Governing Language. These Terms are drafted in English and may be translated into other languages for convenience. In the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail and be legally binding.

17.14. Marketing Use. Unless objected to in writing, Dripify may reference the name and logo of the Business Customers (i.e., those acting in a professional or business capacity) in marketing materials, presentations, or on its Website to indicate their use of the Platform. Such use shall not imply endorsement or partnership. This authorization applies only to the Business Customers and does not extend to the Individual Customers, whose name, logo, or other identifying information may be used for marketing purposes only with prior explicit consent. This provision does not permit Dripify to disclose any confidential or commercially sensitive information. The Business Customer may revoke this authorization at any time by sending written notice to support@dripify.com. Dripify will cease marketing use of the Customer’s name and logo within a reasonable time after receiving such notice.

18. Contact us

18.1 For any inquiries, the Feedback, or to report a concern regarding the Platform, Website, or Services, please contact Dripify at support@dripify.com. Our support team will review Your request and respond. This includes complaints, service-related issues, questions about Your account, or clarification regarding the use of the Platform.