Terms of Service

1. Welcome to Dryink

Dryink Labs LLC ("Dryink," "we," or "us") provides automated document analysis, markup, and processing tools. Dryink's services use software, including artificial intelligence, to review legal and commercial documents.

These Terms of Service (the "Terms") apply to your use of Dryink's tools, services, and platform, including dryink.ai and other Dryink websites (collectively, the "Services"). "You" refers to each individual who uses the Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates, in which case "You" refers to that entity and its affiliates.

By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, including to the binding arbitration clause and class action waiver in Section 12, do not use the Services.

The Services do not constitute legal advice. Output generated by the Services is produced by artificial intelligence and is not a substitute for the judgment of a qualified attorney. Use of the Services does not create an attorney-client relationship. You are solely responsible for reviewing, verifying, and relying on any output. Please read our Legal Disclaimer.

These Terms may change over time. If we make changes, we will post the modified Terms at dryink.ai/terms. Dryink may occasionally offer features with additional terms; if those conflict with these Terms, the additional terms will control.

2. Arbitration and Class Action Waiver

These Terms contain a binding arbitration provision and a class action waiver in Section 12. By entering into these Terms, you acknowledge that you have read and understand all Terms and have considered the consequences of this agreement.

3. Account Creation

Your Dryink account gives you access to the Services. You agree that information you provide is accurate, current, and complete. You are solely responsible for activity on your account and must keep your password secure. You must notify us immediately of any unauthorized use. You may not create an account for anyone other than yourself or use another user's account.

By providing your email address, you consent to our sending Service-related notices by email. We may also send marketing emails; you may opt out by contacting [email protected] or clicking unsubscribe. Opting out will not prevent Service-related notices.

You must be at least 18 years old to use the Services and represent that you are of legal age to form a binding contract.

4. Your Content and Documents

4.1 Ownership

The materials you submit to the Services are "Your Content." As between us and you, you (or your licensors) own all right, title, and interest in Your Content. Dryink does not claim ownership of Your Content.

4.2 License to Dryink

You grant Dryink a non-exclusive, worldwide, royalty-free license to use Your Content solely to provide and operate the Services and to perform actions you authorize. This license terminates when you delete Your Content or when your account is terminated, except as required by law.

4.3 Operational Use

Dryink may use Your Content as necessary to operate and improve the Services for you, including for evaluation and quality assurance and to adjust configuration, routing, orchestration, and prompt-template logic. These improvements may enhance the overall performance of the Services. Dryink does not use Your Content to train or fine-tune foundation AI models.

4.4 De-Identified Data

Notwithstanding anything to the contrary, Dryink may collect, produce, use, or retain aggregated or de-identified data related to your use of the Services, provided such data is not reasonably capable of identifying you or any individual. Dryink retains all rights in such data and will not attempt to re-identify it.

4.5 Feedback

You grant Dryink a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any feedback, suggestions, or recommendations you provide relating to the Services.

4.6 Your Representations

You represent and warrant that you own or have sufficient rights in Your Content for the purposes described in these Terms, and that Your Content will not infringe any law, regulation, or third-party right. You are solely responsible for Your Content and the consequences of making it available through the Services. Dryink may remove any Content that violates these Terms or applicable law, or as otherwise necessary to protect the Services.

5. Artificial Intelligence and Output

5.1 Nature of the Services

The Services use artificial intelligence, including large language models, to analyze and mark up documents. Due to the probabilistic nature of AI, output may not always be accurate, and other users may receive similar output.

5.2 No Foundation Model Training

Dryink will not use Your Content to train or fine-tune any foundational AI models. Dryink will not permit third parties to use Your Content for AI model training.

5.3 Output Ownership

If you download Word documents generated by the Services based on Your Content (such downloads, "Output"), you will own such Output. Output does not include Dryink's underlying methodologies, processes, prompt templates, tooling, algorithms, models, or the Services themselves. Due to the nature of the Services and artificial intelligence generally, Output may not be unique and third parties may receive similar output, and you have no rights to other users' output.

5.4 No Legal Advice

As set forth in Section 1, the Services do not constitute legal advice and Output is not a substitute for the judgment of a qualified attorney. You are solely responsible for reviewing and relying on any Output. See our Legal Disclaimer for more information.

5.5 No Warranty on Output

All Output is provided "as is." Certain aspects of the Services may involve artificial intelligence or machine learning ("AI Functions"). You acknowledge that the AI Functions are a rapidly evolving field. While Dryink is working to improve its AI Functions, due to the probabilistic nature of AI, the Services may provide inaccurate output or otherwise not always produce the intended results. You acknowledge that Dryink makes no warranties and has no liability or indemnity obligation with respect to Output or the AI Functions. Dryink makes no warranty regarding Output, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

6. Dryink Intellectual Property

As between you and Dryink, we own and retain all rights to the Services and all intellectual property therein, including all software, algorithms, prompts, code, and technology, and any developments, derivatives, and enhancements thereof. You will not remove or alter any proprietary notices, and will not reproduce, modify, distribute, sell, license, or exploit Dryink's content. The Dryink name and logo are our trademarks and may not be used without prior written permission.

7. Acceptable Use

You agree not to, and not to assist any third party to:

• Reverse engineer, decompile, or disassemble any part of the Services.
• Use automated means to access, collect, copy, or record the Services.
• Attempt to discover models, prompts, templates, routing, or orchestration logic used by Dryink.
• Copy, rent, sell, sublicense, distribute, modify, or create derivative works of the Services.
• Use the Services in a way that impacts server stability, performance, or other users' experience.
• Use the Services in violation of applicable law, or in a manner that is fraudulent, deceptive, or promotes hatred or violence.
• Overload, flood, spam, or otherwise interfere with the Services.
• Use the Services to compete with Dryink, to build or offer a competing product or service, for benchmarking, or for competitive analysis.
• Interfere with or compromise the security or integrity of the Services.
• Transmit viruses, worms, or harmful software through the Services.
• Impersonate another person or misrepresent your affiliation with any person or entity.
• Share authentication credentials or circumvent access controls.
• Submit to the Services any data subject to the Health Insurance Portability and Accountability Act (HIPAA), Payment Card Industry Data Security Standards (PCI DSS), International Traffic in Arms Regulations (ITAR), or any government-classified information.

8. Security

We use commercially reasonable technical and organizational measures to secure Your Content from accidental loss and unauthorized access, use, alteration, or disclosure. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. As of the effective date of these Terms, the Services contain no malware, viruses, ransomware, or other malicious code known to Dryink. Dryink will exercise reasonable care to ensure that code used to provide the Services is scanned regularly with commercially available malware detection tools. You provide Your Content at your own risk.

9. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other that a reasonable person should understand to be confidential given the circumstances or nature of the information.

Confidential Information excludes information that: (a) is or becomes publicly available without fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will not disclose or use Confidential Information except to perform its obligations or exercise its rights under these Terms, and will take reasonable precautions to prevent unauthorized disclosure. If compelled by law to disclose, the receiving party will provide reasonable prior notice (unless prohibited) and disclose only the portion legally required.

To the extent You provide personal information to Dryink through the Services, Dryink acts as a "Service Provider" under the California Consumer Privacy Act and similar laws. Dryink's use, retention, and disclosure of such personal information is solely for the business purpose of performing the Services.

10. Fees and Payment

Dryink offers both free and paid Services. We reserve the right to withdraw or charge for free Services with advance notice.

If you purchase a paid Service, you agree to pay the Fees quoted at purchase. You authorize Dryink and its payment processor to charge your provided payment method for all applicable Fees, including charges initiated when you request a paid Service and, where you have provided a payment method for future use, to charge such payment method without additional notice for subsequent paid Services you initiate. Fees are charged upon initiation of a paid Service and are not contingent on the outcome, content, or results of the Service. Dryink may change prices at any time; however, quoted Fees remain in force for the quoted duration. After the offer period ends, the then-current Fees apply. If you disagree with a price change, you may discontinue use of paid Services.

If Dryink offers subscription-based Services, such subscriptions will renew automatically at the then-current price unless you cancel before renewal. You must provide current, accurate payment information. All Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on Dryink's net income. Fees are generally non-refundable, including any prepaid amounts if applicable, except as required by law or as determined by Dryink in its sole discretion. If a payment is declined or cannot be processed, Dryink may decline to provide the requested Service until payment is successfully completed.

For any subscription or invoiced fees, if applicable, Dryink reserves the right to suspend access to the Services if amounts remain unpaid more than fifteen (15) days past due, and may charge interest on late payments at the lower of 1.5% per month or the maximum rate permitted by law.

Your purchase is based on the features and functionality of the Services currently available. Dryink makes no commitment to deliver any future features or functionality, and your purchase decisions should not rely on any statements regarding future availability.

11. Free Services and Beta Features

Dryink may offer free services or access to features labeled "beta," "alpha," "preview," or "experimental" ("Beta Features"). Beta Features may be inoperable, incomplete, or include functionality never generally released. You should not rely on Beta Features for any purpose, and your use is at your own risk.

Free services and Beta Features are provided "as is" without warranties of any kind. Dryink will not be liable for any damages arising from the use of a free service or Beta Feature, and Dryink's total liability for all claims arising from free services or Beta Features will not exceed $100. Dryink may modify, suspend, or discontinue any free service or Beta Feature at any time without notice.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of California without regard to conflict of laws principles.

12.2 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting [email protected]. If the dispute is not resolved within 15 days, either party may bring a formal proceeding.

12.3 Binding Arbitration

You and Dryink agree to resolve disputes through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other agreed location.

12.4 Arbitration Fees

The AAA rules govern payment of arbitration fees. If you cannot afford fees and cannot obtain a waiver, we will consider in good faith any request to bear those costs.

12.5 Opt-Out

You may decline this arbitration agreement by contacting [email protected] within 30 days of first accepting these Terms, stating your full name and that you decline.

12.6 Exceptions

Either party may assert qualifying claims in small claims court. Either party may seek injunctive relief to stop unauthorized use of the Services or infringement of intellectual property rights without first engaging in arbitration.

12.7 No Class Actions

You may only resolve disputes with Dryink on an individual basis. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.

12.8 Judicial Forum

If arbitration does not apply, any judicial proceeding will be brought in the federal or state courts of San Francisco County, California. Both parties consent to jurisdiction there and waive the right to a jury trial.

12.9 Limitation on Claims

Any claim arising from the Services must be filed within one (1) year after it arose, or it will be permanently barred.

13. Disclaimer of Warranties

The Services are provided "as is," "as available," and "with all faults." To the fullest extent permitted by law, Dryink and its officers, directors, employees, and agents (the "Dryink Parties") disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and system integration.

The Dryink Parties do not warrant that the Services will be error-free, uninterrupted, or free from harmful components. Your use of the Services is at your sole risk. Some jurisdictions do not allow disclaimer of implied warranties, so the above may not fully apply to you.

The Services are not designed for use in high-risk activities where failure or inaccuracy could lead to personal injury, death, or severe environmental or financial damage, and Dryink disclaims all liability arising from any such use.

14. Limitation of Liability

To the extent permitted by law, except with respect to a party's willful misconduct, neither party will be liable to the other for any indirect, incidental, special, punitive, or consequential damages (including lost profits, loss of data, or loss of goodwill), whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

Except with respect to a party's willful misconduct, neither party's total aggregate liability under these Terms will exceed the total fees paid by you to Dryink in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow exclusion or limitation of certain damages, so the above may not fully apply to you.

15. Indemnification

15.1 By You

You agree to defend (at Dryink's request), indemnify, and hold the Dryink Parties harmless from claims, liabilities, damages, losses, and expenses (including attorney's fees), to the extent payable to unaffiliated third parties, arising from: (a) Your Content or your use of the Services; (b) your breach of these Terms; (c) your violation of any third-party right; or (d) your violation of applicable law.

15.2 By Dryink

Dryink will defend, indemnify, and hold you harmless from claims, liabilities, damages, losses, and expenses (including attorney's fees), to the extent payable to unaffiliated third parties, arising from third-party claims that the Services, as provided by Dryink, infringe such third party's intellectual property rights. Dryink has no obligation to the extent a claim arises from: (a) Your Content; (b) your modifications to Output; (c) use of the Services in violation of these Terms; or (d) combination of the Services with non-Dryink products.

If the Services are held to infringe, Dryink may at its option: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing without materially reducing functionality; or (c) if neither is practicable, terminate your access and refund any prepaid, unused subscription fees for the remaining subscription term, if applicable.

15.3 Procedures

Each party's indemnity obligations are conditioned on: (a) prompt written notice of the claim; (b) the indemnifying party having sole control of defense and settlement; and (c) the indemnified party's reasonable cooperation. The indemnifying party will not settle without the indemnified party's consent unless the settlement fully releases the indemnified party and imposes no obligations on it.

16. Third-Party Links

The Services may contain links to third-party websites, applications, and resources. We are not responsible for their content, products, or services. You assume all risk from your use of any third-party services.

17. Service Changes, Suspension, and Termination

You may cancel your account at any time through the Services or by contacting [email protected]. We may change, stop providing, or limit the Services at any time. We may suspend or terminate your access without notice if we determine you have violated these Terms.

Upon termination, Dryink will delete Your Content from its systems within thirty (30) days, except as required by law. All terms that by their nature should survive termination, survive termination.

18. Copyright and IP Violations

We respect intellectual property rights and expect you to do the same. If you repeatedly infringe others' intellectual property rights, we will disable your account when appropriate.

19. General Provisions

These Terms constitute the entire agreement between you and Dryink governing the Services, unless you have a separate signed agreement that states it supersedes these Terms. You may not assign these Terms without Dryink's prior written consent; any purported assignment without consent is void. Dryink may assign these Terms without your consent. If any provision is held unenforceable, it will be severed without affecting the remaining provisions. Dryink's failure to enforce any provision is not a waiver. All legal notices to Dryink must be sent to [email protected]. Dryink may provide notices via your account or email.

20. Contact

If you have questions about these Terms, contact us at [email protected].