Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (or the entity you represent, “Customer,” “you,” or “your”) and Dragonfly Inc. (“Dragonfly,” “we,” “us,” or “our”) governing your access to and use of the Dragonfly website, platform, APIs, and related services (collectively, the “Service”). By creating an account, signing an order form, or otherwise using the Service, you agree to these Terms.

1. Account

You must be at least 18 years old and have authority to bind the entity you represent. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at security@dragonfly.com of any unauthorized use.

2. Acceptable use

You agree not to:

• Send communications that violate the TCPA, CAN-SPAM, GDPR, or any other applicable law.
• Send spam, phishing, deceptive, or unlawful content.
• Upload data you do not have the right to use, including data obtained in violation of any third-party terms.
• Attempt to reverse engineer, decompile, or circumvent technical limitations of the Service.
• Use the Service to build or train a competing product.
• Probe, scan, or test the vulnerability of the Service except via our published responsible-disclosure channel.
• Resell, sublicense, or share access to the Service except as expressly permitted by your subscription.

We may suspend or terminate your account if we reasonably believe you have violated these rules, with notice where practicable.

3. Subscription, fees, and billing

Paid plans are billed in advance on a monthly or annual basis through Stripe. Fees are non-refundable except as required by law or as expressly stated in an order form. You authorize us to charge your payment method on each billing cycle until you cancel. You can cancel anytime from the billing settings; cancellation takes effect at the end of the current billing period. Usage-based charges (if any) are billed in arrears.

We may change prices with at least 30 days' prior notice; the new price applies to your next renewal.

4. Customer data and content

You retain all rights in the data, contacts, and content you submit to the Service (“Customer Data”). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely as needed to provide the Service. Our handling of Customer Data is further governed by our Data Processing Agreement and Privacy Policy.

5. Our intellectual property

The Service, including all software, models, content, and trademarks, is owned by Dragonfly and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription, subject to these Terms. No other rights are granted by implication, estoppel, or otherwise.

6. Feedback

If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation to you.

7. Confidentiality

Each party will protect the other's confidential information with the same care it uses for its own, and will not disclose it except as required to perform under these Terms or as required by law.

8. Warranties and disclaimers

We provide the Service “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or meet your specific requirements. You are responsible for the messages, decisions, and actions the Service helps you produce.

9. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or related to these Terms will not exceed the fees you paid to Dragonfly during the 12 months preceding the event giving rise to the claim.

10. Indemnity

You will defend, indemnify, and hold harmless Dragonfly from and against any third-party claims arising out of (a) your violation of these Terms, (b) your Customer Data, or (c) your communications sent through the Service. We will defend, indemnify, and hold harmless you from third-party claims that the Service, as provided, infringes a valid US patent, copyright, or trademark; this is our sole obligation and your sole remedy for IP claims against the Service.

11. Termination

Either party may terminate these Terms for material breach if the breach is not cured within 30 days of written notice. Upon termination, your access to the Service will be disabled and we will delete or return Customer Data within a reasonable period, except as required by law.

12. Changes

We may update these Terms from time to time. If a change is material, we will give you at least 30 days' notice before it takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to that jurisdiction.

14. Miscellaneous

These Terms (together with any order form, the DPA, and the Privacy Policy) are the entire agreement between the parties on this subject and supersede any prior agreements. If any provision is held unenforceable, the rest will remain in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign without our written consent.

15. Contact

Questions about these Terms? Email legal@dragonfly.com.