Terms of Service

Last Updated: December 11, 2025

These Terms of Service (the “Terms”) form a binding agreement between Drott Labs LLC, a Delaware limited liability company with a principal business address at 17 State Street, 40th Floor, New York, NY 10004, which provides the Drott platform and related services (“Drott,” “we,” “us,” or “our”), and the person or entity accessing or using the Services (“Customer,” “you,” or “your”).

By accessing, onboarding to, or using the Services, you agree to these Terms. If you are using the Services on behalf of a company, fund, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” and “your” will refer to that entity.

If you do not agree to these Terms, do not access or use the Services.

1. Eligibility

You may use the Services only if:

1. You are at least 18 years old.

2. You have the legal capacity to enter into a binding agreement.

3. You are not prohibited from using the Services under applicable law.

The Services may be made available to both individual users and organizations, subject to onboarding, approval, and any applicable Order Form or other written commercial agreement.

2. Services

Drott provides a private intelligence, workflow, context management, and AI-assisted software platform, together with related applications, interfaces, tools, onboarding, support, and professional or pilot services, as applicable (collectively, the “Services”).

The Services may include features that allow you to upload, store, organize, process, retrieve, analyze, and generate content, insights, outputs, workflows, or other materials. Certain features may use machine learning, large language models, vectorization, indexing, embeddings, retrieval, or similar technologies.

The Services are offered subject to onboarding, approval, configuration, and availability. We may modify, improve, suspend, or discontinue any part of the Services at any time, including features, functionality, or integrations, without liability.

3. Accounts and Organizational Administration

You may be required to create an account or be provisioned access by Drott or your organization. You agree to provide accurate, complete, and current information and to keep it updated.

You are responsible for:

1. Maintaining the confidentiality of login credentials.

2. All activity occurring under your account.

3. Ensuring that all users under your account or workspace comply with these Terms.

If you use the Services on behalf of an organization, your organization may designate one or more administrators. Administrators may manage access, permissions, workspaces, settings, billing, and Customer Content associated with the organization’s account. You acknowledge that Drott may rely on instructions from your administrators regarding account administration.

You must promptly notify us of any suspected unauthorized access or security incident involving your account.

4. Order Forms, Fees, Payment, and Renewal

Access to the Services may be provided under an order form, statement of work, onboarding document, pilot agreement, invoice, or other written commercial arrangement referencing these Terms (each, an “Order Form”). If there is a conflict between these Terms and an Order Form, the Order Form will control solely to the extent of the conflict.

Unless otherwise stated in an applicable Order Form:

1. All fees are stated and payable in U.S. dollars.

2. Fees are non-cancelable and non-refundable.

3. Subscriptions automatically renew for successive renewal terms unless cancelled in writing or through the platform, if such cancellation functionality is made available, before the next renewal date.

4. Payment obligations are not contingent on your actual usage.

5. We may suspend access for late payment.

6. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

You are responsible for any applicable taxes, duties, levies, or similar governmental assessments arising from your purchase or use of the Services, excluding taxes based on Drott’s net income.

We may change pricing or commercial terms on prospective renewal by providing reasonable prior notice, unless different pricing is set forth in an applicable Order Form.

5. Customer Content

“Customer Content” means data, materials, text, prompts, files, documents, images, audio, video, communications, and other content that you or your users submit to, upload into, transmit through, or otherwise make available in connection with the Services, as well as outputs derived directly from such inputs to the extent constituting your content under applicable law.

You retain your rights in Customer Content, subject to the rights you grant to us in these Terms.

You grant Drott a worldwide, non-exclusive, limited license to host, store, copy, process, transmit, display, perform, modify, reproduce, create derivative technical adaptations of, index, vectorize, embed, retrieve, and otherwise use Customer Content solely as necessary to:

1. Provide, operate, maintain, secure, support, and improve the Services.

2. Authenticate users and manage accounts.

3. Create embeddings, indexes, search layers, retrieval structures, and similar internal service artifacts needed for functionality.

4. Troubleshoot, prevent abuse, enforce these Terms, and comply with law.

5. Provide support requested by you or your authorized users.

We will treat Customer Content as private in accordance with these Terms and our Privacy Policy. We do not use Customer Content to train public or shared foundation models for the benefit of unrelated customers unless we expressly disclose otherwise and obtain any required rights or consents.

Drott personnel will access Customer Content only on a need-to-know basis for support, security, legal compliance, or service operation purposes.

You represent and warrant that:

1. You have all rights, permissions, notices, and consents necessary to provide Customer Content and permit its use as contemplated by these Terms.

2. Your Customer Content and use of the Services do not violate applicable law, contractual restrictions, confidentiality obligations, intellectual property rights, privacy rights, or other third-party rights.

6. AI and Generated Outputs

The Services may generate summaries, analyses, workflows, recommendations, drafts, classifications, or other machine-generated or AI-assisted outputs (“Outputs”).

You acknowledge and agree that:

1. Outputs may be probabilistic, incomplete, inaccurate, outdated, or unsuitable for your intended use.

2. Outputs may require human review, verification, editing, and judgment before use or reliance.

3. The Services are tools to assist decision-making, not a substitute for independent professional judgment.

4. You are solely responsible for evaluating and validating Outputs before acting on them.

The Services and Outputs are not legal, investment, tax, accounting, medical, employment, or regulatory advice, and must not be relied upon as such.

7. Acceptable Use Restrictions

You will not, and will not permit any third party to:

1. Use the Services in violation of any law or regulation.

2. Access or use the Services to develop, train, improve, benchmark, or operate any competing product, service, or model.

3. Reverse engineer, decompile, disassemble, translate, decode, or otherwise attempt to derive source code, underlying structure, prompts, models, algorithms, embeddings, retrieval methods, system architecture, trade secrets, or non-public components of the Services, except to the limited extent such restriction is prohibited by law.

4. Scrape, harvest, extract, mirror, or systematically collect data or Outputs from the Services other than as expressly permitted through the intended functionality of the Services.

5. Use bots, agents, scripts, or automated means to access the Services in a manner that circumvents rate limits, access controls, or intended usage restrictions.

6. Probe, scan, or test the vulnerability of the Services, or interfere with their integrity, security, or performance.

7. Upload or transmit malicious code, malware, ransomware, spyware, or other harmful material.

8. Use the Services to infringe, misappropriate, or violate the rights of any person or entity.

9. Remove, obscure, or alter proprietary notices or branding in the Services.

10. Use the Services for unlawful surveillance, unauthorized data collection, fraud, harassment, abuse, or deceptive practices.

11. Attempt to gain unauthorized access to any account, workspace, system, network, or data.

12. Use the Services with export-controlled, sanctioned, or prohibited parties in violation of applicable trade laws.

13. Use the Services to create or support a competing private intelligence, retrieval, workflow, or context-management platform using the Services, Outputs, or any non-public aspects of the Services as a substitute for independent development.

You also agree not to use the Services with any highly sensitive or regulated data unless permitted by Drott in writing and handled in accordance with applicable documentation, security measures, and legal requirements.

8. Intellectual Property

As between the parties, Drott and its licensors own all right, title, and interest in and to the Services, including all software, interfaces, workflows, visual designs, branding, documentation, models, prompts, methods, architecture, trade secrets, know-how, data structures, embedding structures, retrieval methods, derivative works, and all related intellectual property rights.

These Terms do not grant you any ownership rights in the Services. Subject to your compliance with these Terms and any applicable Order Form, Drott grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for your internal lawful business or personal purposes, as applicable.

You may use Outputs generated for you through the Services for your internal business or personal purposes, subject to these Terms, applicable law, and any third-party rights. No rights are granted to use the Services or any part of the Services except as expressly stated.

If you provide suggestions, feedback, enhancement requests, or ideas relating to the Services, you grant Drott a perpetual, irrevocable, worldwide, royalty-free right to use and exploit them without restriction or obligation.

9. Privacy

Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, disclose, and protect personal information and other data. The Privacy Policy is incorporated into these Terms by reference.

To the extent Drott processes personal data on your behalf as a processor or service provider, the parties may enter into a separate data processing agreement if offered by Drott.

10. Confidentiality

Any separate non-disclosure agreement, Order Form, pilot agreement, or enterprise agreement between the parties will govern confidentiality obligations set forth there. Except as expressly stated in such separate agreement, these Terms do not create a standalone mutual non-disclosure agreement.

Notwithstanding the foregoing, you agree not to disclose any non-public information regarding the Services, including pricing, security information, product roadmaps, technical architecture, and other confidential business information of Drott, except as permitted by law or with our written consent.

11. Beta Features and Pilots

Drott may make available alpha, beta, pilot, preview, experimental, evaluation, or early-access features (“Beta Features”). Beta Features are offered “AS IS” and may be modified, suspended, or discontinued at any time without notice.

Drott makes no commitments regarding the continued availability, production release, functionality, or support of Beta Features. Beta Features may be subject to additional terms.

12. Suspension and Termination

We may suspend or terminate your access to all or part of the Services immediately, with or without notice, if:

1. You breach these Terms or an applicable Order Form.

2. Payment is overdue.

3. We believe your use poses a security risk, legal risk, compliance risk, or risk of harm to the Services, Drott, or any third party.

4. We suspect fraud, abuse, unauthorized access, prohibited conduct, or misuse.

5. Required by law, regulation, court order, or governmental request.

6. You become subject to sanctions, export restrictions, or similar legal prohibitions.

You may stop using the Services at any time. Cancellation does not relieve you of payment obligations already incurred, and fees are non-refundable unless expressly stated otherwise in writing.

Upon termination or expiration:

1. Your access rights cease.

2. We may disable access to Customer Content.

3. Subject to technical feasibility and applicable arrangements, we may provide a limited retrieval window for export of Customer Content.

4. After the retrieval window, we may delete or anonymize Customer Content, subject to routine backup retention, legal obligations, dispute preservation, and internal archival policies.

Sections that by their nature should survive will survive termination, including provisions concerning fees owed, intellectual property, use restrictions, disclaimers, limitation of liability, indemnity, dispute resolution, and other accrued rights.

13. Third-Party Services

The Services may interoperate with or depend upon third-party services, software, models, APIs, hosting providers, storage providers, communication tools, or other external systems (“Third-Party Services”).

Drott does not control and is not responsible for Third-Party Services. Your use of Third-Party Services may be subject to separate terms and privacy policies between you and the applicable provider. Drott is not liable for outages, failures, inaccuracies, or acts or omissions of Third-Party Services.

14. Disclaimers

THE SERVICES, INCLUDING ALL OUTPUTS, BETA FEATURES, DOCUMENTATION, INTEGRATIONS, AND RELATED MATERIALS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DROTT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

DROTT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR THAT ANY OUTPUTS, ANALYSES, OR RECOMMENDATIONS ARE COMPLETE, ACCURATE, OR RELIABLE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. DROTT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. DROTT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO DROTT UNDER THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, DROTT’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

3. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER A CLAIM ARISES IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

Some jurisdictions do not allow certain limitations, so parts of this section will apply only to the extent permitted by law.

16. Indemnification

You will defend, indemnify, and hold harmless Drott, its affiliates, and their respective officers, directors, managers, employees, contractors, and agents from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Your Customer Content.

2. Your use of the Services or Outputs.

3. Your violation of these Terms.

4. Your violation of law or third-party rights.

5. Any dispute between you and your users, customers, counterparties, or other third parties arising from your use of the Services.

Drott may control the defense and settlement of any matter subject to indemnification, and you will reasonably cooperate.

17. Export Control and Sanctions

You may not access, use, export, re-export, transfer, or permit access to the Services in violation of U.S. export control, sanctions, or trade laws or any other applicable laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned jurisdiction, and are not a prohibited or restricted party.

18. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

19. Dispute Resolution, Arbitration, and Class Action Waiver

Please read this section carefully. It affects your legal rights.

19.1 Informal Resolution

Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by written notice describing the issue and requested relief. Notice to Drott must be sent to:

Drott Labs LLC
17 State Street, 40th Floor
New York, NY 10004
Email: legal@drott.ai

The parties will attempt to resolve the dispute informally for at least 30 days before commencing arbitration, unless immediate injunctive relief is necessary.

19.2 Binding Arbitration

Except for disputes that qualify for small claims court and claims seeking injunctive or equitable relief for misuse of the Services, intellectual property infringement or misappropriation, confidentiality breaches, nonpayment, fraud, or unauthorized access, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration in the United States and administered by a nationally recognized arbitration provider under its applicable rules.

The arbitration will be conducted by a single arbitrator. The arbitrator will have exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, except that any court of competent jurisdiction may determine the enforceability of the class action waiver below.

19.3 No Class Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.

19.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

19.5 Venue for Carve-Out Claims

For claims not subject to arbitration, or for claims seeking injunctive or equitable relief as permitted above, the parties agree to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.

20. Changes to the Services or Terms

We may update these Terms from time to time. If we make material changes, we may provide notice by email, through the Services, or by other reasonable means. The updated Terms will become effective as of the stated “Last Updated” date unless otherwise specified.

Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.

21. Miscellaneous

These Terms, together with any applicable Order Form, Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Drott regarding the Services and supersede prior or contemporaneous understandings relating to the subject matter.

You may not assign or transfer these Terms, in whole or in part, without Drott’s prior written consent. Drott may assign these Terms without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver of any provision will be deemed a further or continuing waiver of that or any other provision.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

Drott will not be liable for any delay or failure to perform caused by events beyond its reasonable control.

22. Contact Information

For legal notices or questions about these Terms, contact:

Drott Labs LLC
17 State Street, 40th Floor
New York, NY 10004
Email: legal@drott.ai

For support inquiries: support@drott.ai

For privacy inquiries: privacy@drott.ai