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Terms of Service

These terms are required for intake and upload access.

Terms of Service

ToS acceptance is recorded alongside NDA acceptance before file uploads.

Version v1.0

TERMS OF SERVICE

Effective Date: _____________ | Version: 1.0

These Terms of Service ("Terms") govern your access to and use of the Droplight platform, including the web application, intake portal, data rooms, and all related services (collectively, the "Platform"), operated by Droplight, LLC ("Droplight," "we," or "us"), a limited liability company organized under the laws of the State of Indiana, with a principal mailing address of P.O. Box 728, Zionsville, Indiana 46077.

By creating an account, accessing the Platform, or submitting any information through the Platform, you ("User," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have the authority to bind that entity.

1. Platform Description

Droplight provides operational services for portfolio companies, including due diligence intake, deal management, document analysis, partnership evaluation, and related advisory functions. The Platform serves as the secure digital infrastructure through which these services are delivered.

2. Account Registration and Access

  • Eligibility: You must be at least 18 years of age and have the legal capacity to enter into these Terms.
  • Invitation-Based Access: Platform access is granted on an invitation or referral basis. Droplight reserves the right to approve, deny, or revoke access at its sole discretion.
  • Account Security: You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify Droplight immediately of any unauthorized access or suspected security breach.
  • Role-Based Permissions: Access to Platform features is governed by role-based access controls. Your assigned role determines the scope of information and functionality available to you. Unauthorized attempts to access features or data outside your assigned role are prohibited.

3. User Obligations

You agree to:

  • Provide accurate, current, and complete information during registration and in all submissions through the Platform.
  • Use the Platform solely for its intended purpose in connection with Droplight's services.
  • Comply with all applicable laws, regulations, and industry standards in your use of the Platform.
  • Refrain from interfering with, disrupting, or attempting to gain unauthorized access to any part of the Platform, its servers, or connected networks.
  • Not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
  • Not use any automated means (bots, scrapers, crawlers) to access or extract data from the Platform without prior written consent.

4. Document Submission and Data Handling

  • Ownership: You retain all ownership rights to documents and information you submit through the Platform. By submitting content, you grant Droplight a limited, non-exclusive license to store, process, analyze, and display such content solely for the purpose of delivering the services described in any applicable engagement agreement.
  • Accuracy: You represent that all documents and information submitted are accurate and that you have the authority to share them.
  • Encryption: All data transmitted to and from the Platform is encrypted in transit using TLS 1.2 or higher. Data at rest is encrypted using AES-256 or equivalent standards.
  • Audit Logging: All document access, downloads, and modifications are recorded in an immutable audit log. These logs are available to authorized parties upon request.
  • Retention: Submitted documents are retained for the duration of the applicable engagement. Upon termination of the engagement, documents will be handled in accordance with any applicable Non-Disclosure Agreement or, absent such an agreement, deleted within ninety (90) days of written request.

5. Artificial Intelligence (AI) Processing

Droplight utilizes AI tools to analyze submitted information in connection with its services. By using the Platform, you acknowledge and consent to the following:

  • Scope of AI Processing: AI tools may be used to generate summaries, scoring analyses, risk assessments, valuations, and other derivative outputs from information submitted through the Platform.
  • Enterprise-Grade Services Only: All AI processing is performed through secure, enterprise-grade API services that (a) do not use inputs to train models, (b) do not retain data beyond the processing window, and (c) transmit data via encrypted channels.
  • No Model Training: Your data will not be used to train, fine-tune, or improve any AI or machine learning model.
  • Derivative Outputs: AI-generated analyses and reports derived from your data are subject to the same confidentiality protections as the underlying source material.
  • Human Oversight: AI-generated outputs are advisory in nature and are subject to human review before being used in any decision-making process.
  • Supplementary NDA Terms: Where a separate Non-Disclosure Agreement is in effect, the AI governance provisions of that NDA shall take precedence over this section to the extent of any conflict.

6. Confidentiality

Droplight treats all non-public information submitted through the Platform as confidential. Where a separate Non-Disclosure Agreement governs specific information, the terms of that NDA shall control. In the absence of a separate NDA, the following applies:

  • Droplight will not disclose your confidential information to third parties except (a) to employees, officers, and professional advisors on a need-to-know basis, (b) as required by law, regulation, or legal process, or (c) with your prior written consent.
  • Confidential information does not include information that is publicly available, independently developed, or received from a third party without restriction.

7. Intellectual Property

  • Droplight IP: The Platform, including its design, architecture, code, algorithms, documentation, and all related intellectual property, is and remains the exclusive property of Droplight, LLC. Nothing in these Terms grants you any right, title, or interest in the Platform beyond the limited right to use it in accordance with these Terms.
  • Feedback: If you provide suggestions, ideas, or feedback regarding the Platform, you grant Droplight a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

8. Prohibited Conduct

You may not:

  • Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
  • Submit false, misleading, or fraudulent information.
  • Attempt to access another user's account or data without authorization.
  • Introduce malicious code, viruses, or any other harmful material into the Platform.
  • Use the Platform to compete with Droplight or to develop a competing product or service.
  • Share, transfer, or sublicense your account credentials to any third party.

9. Service Availability and Modifications

  • Availability: Droplight will use commercially reasonable efforts to maintain Platform availability but does not guarantee uninterrupted or error-free operation. Scheduled maintenance will be communicated in advance when practicable.
  • Modifications: Droplight reserves the right to modify, update, or discontinue any feature of the Platform at any time. Material changes to these Terms will be communicated via the Platform or email, and continued use constitutes acceptance of the revised Terms.

10. Termination

  • By Droplight: Droplight may suspend or terminate your access at any time, with or without cause, upon notice. In the event of termination for cause (e.g., violation of these Terms), notice may be immediate.
  • By User: You may request account deactivation by contacting Droplight. Deactivation does not relieve you of obligations accrued prior to termination.
  • Effect of Termination: Upon termination, your right to access the Platform ceases immediately. Provisions that by their nature should survive termination — including confidentiality, intellectual property, limitation of liability, and indemnification — shall survive.

11. Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DROPLIGHT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS.

AI-GENERATED ANALYSES AND OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, INVESTMENT, OR PROFESSIONAL ADVICE. USERS SHOULD CONSULT QUALIFIED PROFESSIONALS BEFORE MAKING DECISIONS BASED ON SUCH OUTPUTS.

12. Limitation of Liability

IN NO EVENT SHALL DROPLIGHT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DROPLIGHT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO DROPLIGHT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

13. Indemnification

You agree to indemnify, defend, and hold harmless Droplight, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Platform; (c) any content or information you submit through the Platform; or (d) your violation of any applicable law or the rights of a third party.

14. Dispute Resolution

  • Informal Resolution: Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days following written notice of the dispute.
  • Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-laws principles.
  • Jurisdiction: Any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Boone County, Indiana, and the parties consent to the personal jurisdiction of such courts.

15. General Provisions

  • Entire Agreement: These Terms, together with any applicable NDA, engagement letter, or other written agreement, constitute the entire agreement between you and Droplight with respect to the subject matter hereof.
  • Amendment: Droplight may amend these Terms at any time by posting the revised version on the Platform. Material changes will be communicated via email or in-platform notification. Continued use after the effective date of any amendment constitutes acceptance.
  • Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: The failure of Droplight to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
  • Assignment: You may not assign or transfer these Terms or your rights hereunder without Droplight's prior written consent. Droplight may assign these Terms without restriction.
  • Notices: Notices to Droplight should be sent to the mailing address listed above or via the Platform's contact functionality.

By accessing or using the Droplight platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Droplight, LLC P.O. Box 728 Zionsville, Indiana 46077