1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Drytis ("Drytis," "we," "us," or "our") governing your access to and use of the Drytis websites, platform, applications, APIs, and related services (collectively, the "Services").

By clicking "Accept," electronically signing, or by accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

These Terms incorporate by reference the Drytis Privacy Policy, Data Processing Addendum (“DPA”), Acceptable Use Policy (“AUP”), and, if applicable, any Order Form, each available at the following URLs:

Data Processing Addendum: /legal?doc=dpa

Acceptable Use Policy: /legal?doc=aup

Subprocessor List: (ADD URL)

Each incorporated document forms part of these Terms. In the event of a conflict, the order of precedence in Section 25.3 applies.

2. DEFINITIONS

"Account" means your registered user account that enables access to the Services.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management.

"AI Features" means the artificial intelligence and machine learning features that generate code, configuration, documentation, and other content in response to user inputs.

"Albert" means Drytis's premium engineer-in-the-loop service under which an AI coding agent assists with software development and Drytis's designated expert engineers provide enhanced engineering review, refinement, and production preparation for complex or high-priority projects.

"API" means the application programming interfaces provided by Drytis to enable programmatic access to the Services.

"Customer Personal Data" means Personal Data contained in Workspace Content that Drytis processes on behalf of Customer in providing the Services.

"Deployed Application" means any application, website, or service that you build, host, or deploy using the Services.

"Documentation" means the user guides, API documentation, and technical specifications provided by Drytis.

"Drytis AI" means Drytis's AI-powered coding agent that operates within Studio and may assist with planning, generating, testing, reviewing, securing, and refining software and related materials.

"Edge" means Drytis's engineer-in-the-loop service under which an AI coding agent generates or assists with software development and Drytis engineers review, test, secure, and prepare the resulting software for production.

"Engineer Services" means the human engineering services made available through Edge, Albert, or another Service, including review, testing, debugging, security work, refinement, production preparation, and related technical assistance.

"Engineer Session Data" means recordings, logs, chat messages, voice communications, screen activity, audit logs, session metadata, and Workspace interaction data generated or collected in connection with an Engineer Service.

"Fees" means the subscription fees, usage-based charges, Assistance charges, and other fees payable for the Services as described in Section 7.

"Generated Output" means code, configuration files, documentation, and other content produced by the AI Features in response to your inputs.

"Assistance Session" means a period during which an Engineer is actively engaged in your workspace, including screen activity, voice, and chat communications.

"Model Training" means using Workspace Content to train, retrain, fine-tune, or otherwise modify the parameters or behavior of an artificial intelligence or machine-learning model for the purpose of improving that model for future use, other customers, or general-purpose deployment.

"Order Form" means an ordering document, online order, purchase confirmation, or other written agreement entered into by Customer and Drytis that identifies purchased Services, pricing, usage commitments, or other commercial terms.

"Personal Data" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, or otherwise constitutes “personal data,” “personal information,” or similar information under applicable data-protection law.

"Services" means the software, development environment, AI coding agents, engineer-in-the-loop services, hosting, deployment capabilities, APIs, and related functionality made available by Drytis from time to time, including Studio, Drytis AI, Edge, and Albert. The specific Services and functionality available to you may depend on your account, applicable subscription, usage credits, and the features made available by Drytis.

"Studio" means Drytis's private, cloud-based development workspace through which you may create, manage, store, host, deploy, and otherwise work on software projects, including access to the development environment, repository, database, hosting and other workspace functionality made available by Drytis from time to time.

"Subscription" means a paid plan that provides access to the Services for a defined period (monthly or annual) as described in Section 7.

"Tokens" means the units used to measure input and output processed through applicable AI and engineer-in-the-loop Services. Token usage may be measured separately for input and output and may vary by Service or model.

"Usage Credits" means prepaid or otherwise available account credits that may be applied toward usage of Drytis AI, Edge, Albert, or other usage-based Services, as applicable. The number of Usage Credits consumed will be determined based on the applicable token rates and usage calculations displayed by Drytis.

"Usage Data" means telemetry, service-operation data, diagnostics, performance data, logs, usage metrics, metadata, and similar information generated by or in connection with use of the Services, excluding Workspace Content in identifiable form.

"Workspace" means your development environment within the Drytis platform.

"Workspace Content" means all content you upload, input, create, or generate within the Workspace, including prompts, instructions, source code, configuration files, datasets, Generated Output, and other materials.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

The Services are intended for business and professional use. By using the Services, you represent and warrant that you have the legal capacity to enter into this agreement and that your use of the Services complies with all applicable laws.

3.2 Account Registration

To access the Services, you must register for an Account. You agree to:

Provide accurate, current, and complete information during registration;

Maintain and promptly update your account information;

Keep your login credentials confidential and secure;

Notify us immediately of any unauthorized use of your Account.

3.3 Account Responsibility

You are responsible for maintaining the confidentiality and security of your Account credentials and for all activity conducted through your Account, except to the extent resulting from Drytis's breach of its obligations under these Terms. You shall promptly notify Drytis of any unauthorized access to or use of your Account or any suspected compromise of your credentials. Drytis may suspend or restrict access to an Account where it reasonably suspects unauthorized access, security compromise, or other activity that may pose a risk to the Services or its users.

3.4 Customer Security Responsibilities

You are responsible for implementing appropriate security controls for your use of the Services, including safeguarding credentials, API keys, access tokens, and third-party integrations under your control, and for restricting access to authorized users. You shall not provide Drytis personnel or other third parties with credentials except through access mechanisms expressly supported by the Services.

3.5 Age Requirements

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. If you are accessing or using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

4. SERVICES AND LICENSE

4.1 Services Overview

Drytis provides an AI-assisted software development platform that enables you to:

Generate frontend, backend, and database code using AI Features;

Develop agentic and MCP-based applications;

Manage projects and workspaces with version history;

Host and deploy applications with custom domains;

Request on-demand assistance from vetted human engineers;

Access APIs for programmatic integration.

4.2 License Grant

Subject to your compliance with these Terms and payment of all applicable Fees, Drytis grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term or other period during which you are authorized to use the Services, solely for your authorized use of the Services and in accordance with these Terms.

4.3 License Restrictions

Except as expressly permitted by these Terms or applicable law, you may not:

(a) copy, modify, reproduce, distribute, sell, lease, sublicense, or otherwise exploit the Services or any Drytis technology;

(b) reverse engineer, decompile, disassemble, or attempt to derive source code from the Services;

(d) use the Services, Documentation, or Drytis’s non-public Confidential Information to develop, train, improve, or operate a product or service that materially competes with the Services; provided that this restriction does not prohibit Customer from independently developing, using, or operating products or services that may compete with the Services, so long as Customer does not use the Services, Documentation, or Drytis’s Confidential Information in violation of these Terms to do so.

4.4 Service Modifications

Drytis may modify, update, suspend, or discontinue all or part of the Services from time to time. Drytis will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice of a material discontinuance or material reduction in core functionality of a paid Service, unless notice is not reasonably practicable because of a security incident, legal requirement, third-party service-provider action, abuse prevention, urgent operational need, or circumstances outside Drytis’s reasonable control. Drytis is not obligated to maintain any particular feature, integration, model, provider, or version of the Services.

4.5 Reservation of Rights

Except for the limited rights expressly granted to Customer under these Terms, Drytis and its licensors retain all right, title, and interest in and to the Services, Documentation, Drytis technology, software, models, interfaces, designs, trademarks, know-how, Usage Data, and all modifications, enhancements, and derivative works thereof. No rights are granted by implication, estoppel, or otherwise. Customer receives no ownership interest in the Services or Drytis technology.

5. WORKSPACE CONTENT AND GENERATED OUTPUT

5.1 Customer Ownership of Workspace Content

You retain all rights you hold in your Workspace Content. Drytis does not claim ownership of your Workspace Content.

5.2 License to Drytis

Customer grants Drytis and its Affiliates, subprocessors, and service providers a limited, non-exclusive, worldwide, royalty-free right to access, host, store, reproduce, transmit, display, modify, and otherwise process Workspace Content solely as necessary to:

(a) provide, operate, maintain, support, and secure the Services;

(b) provide requested functionality, including generating Generated Output and performing Engineer Services;

(d) comply with applicable law, legal process, or a valid governmental request; and

(e) perform Drytis’s obligations under these Terms and any applicable Order Form or DPA.

Except as expressly permitted by these Terms, the DPA, or Customer’s written instructions, Drytis will not sell, license, rent, or otherwise commercially exploit Workspace Content for purposes unrelated to providing or improving the Services for Customer.

For the avoidance of doubt, this license does not authorize Drytis to use Workspace Content to train, retrain, fine-tune, or otherwise improve any general-purpose artificial intelligence or machine-learning model, except with Customer’s express written authorization.

5.3 Generated Output

As between Customer and Drytis, and to the extent Drytis has rights in the Generated Output, Drytis hereby assigns to Customer all of Drytis’s right, title, and interest in and to Generated Output generated for Customer’s Workspace. Customer may use Generated Output for any lawful business purpose, including commercial use, subject to these Terms and any applicable third-party terms or licenses.

Customer acknowledges and agrees that:

(a) Generated Output may contain errors, vulnerabilities, omissions, inaccuracies, or insecure or non-production-ready elements;

(b) Generated Output may not be unique and may be similar or identical to output generated for other customers or third parties;

(c) Generated Output may include, incorporate, or be subject to open-source software, third-party materials, or publicly available materials and associated license obligations;

(d) Customer is solely responsible for reviewing, testing, validating, securing, and approving Generated Output before use, reliance, publication, or deployment;

(e) Customer is solely responsible for determining and complying with applicable laws, regulations, intellectual-property rights, export controls, and third-party or open-source license obligations; and

(f) Generated Output, particularly content generated without sufficient human authorship, creative control, selection, arrangement, or modification, may not qualify for copyright or other intellectual-property protection in all jurisdictions.

5.4 Output Similarity Waiver

Customer acknowledges that artificial intelligence systems may generate similar or identical output for different users, including where users provide similar prompts, instructions, or materials. To the maximum extent permitted by applicable law, Customer waives and releases any claim against Drytis or another user arising solely from the similarity, non-uniqueness, or lack of exclusivity of Generated Output.

5.5 Third-Party AI Providers

Certain AI Features may utilize third-party foundation model providers. Drytis reserves the right to change or substitute AI providers at its discretion. Where personal data is processed by third-party AI providers, such processing is governed by the Privacy Policy and DPA.

5.6 Usage Data

Drytis may collect and use Usage Data for operating, securing, monitoring, supporting, analyzing, and improving the Services; preventing fraud, abuse, and security incidents; and other legitimate business purposes. Drytis may create and use aggregated or de-identified Usage Data for analytics, benchmarking, research, product development, and service improvement, provided that such information does not identify Customer or disclose Workspace Content in identifiable form. Drytis will not attempt to re-identify de-identified information except as permitted by applicable law to test the effectiveness of its de-identification measures.

6. ASSISTANCE SERVICES

6.1 Access

When Customer requests assistance, Customer authorizes the assigned Engineer to access Customer’s Workspace and Workspace Content to the extent technically enabled by Customer and reasonably necessary to provide the requested assistance. Such access may include source code, configuration, development-environment information, project structure, logs, prompts, Generated Output, and connected third-party services. Customer is responsible for ensuring that it has the necessary rights, permissions, notices, and consents to permit that access.

6.2 Billing

Sessions are billed on a per-second basis at the rate displayed in your Workspace at the time of request. Billing begins when the engineer actively engages with your Workspace and ends when the engineer disengages. You are responsible for monitoring the session timer and may end the session at any time.

6.3 Recording

Drytis may record, monitor, retain, and review Engineer Session Data, including voice, chat, screen activity, audit logs, Workspace interactions, and session metadata, to provide, secure, support, quality-assure, train Drytis personnel in the provision of Engineer Services, investigate abuse or security incidents, resolve disputes, and comply with applicable law. Drytis will process Engineer Session Data in accordance with the Privacy Policy, DPA, and applicable law. Where required by applicable law, Drytis will provide required notices and obtain required consents.

6.4 Confidentiality

Engineers are bound by confidentiality obligations and may not disclose or use your Workspace Content except as necessary to provide the requested assistance.

6.5 No Refunds

Assistance charges are generally non-refundable as the service is consumed in real-time.

6.6 Customer Control

Customer may end a Session at any time using the functionality made available in the Services. Customer is responsible for configuring available Workspace permissions, secrets-management settings, integration permissions, deployment controls, and session access controls. Customer should not expose credentials, secrets, production data, regulated data, or other sensitive information to an engineer unless necessary for the requested assistance and authorized by Customer’s internal policies.

7. SUBSCRIPTIONS, FEES, AND PAYMENT

7.1 Studio Subscription

Studio is available as a workspace subscription at the applicable price displayed on the Drytis pricing page. A Studio subscription provides access to the Studio workspace and the functionality included in the applicable subscription.

7.2 Usage-Based Services

Drytis AI, Edge, Albert, and certain other Services may be offered on a usage-based basis. Customer’s use of a usage-based Service consumes Usage Credits or results in Usage Charges based on the applicable rates displayed in the Services, an applicable Order Form, or another applicable pricing document at the time Customer initiates the applicable usage.

7.3 Token-Based Pricing

Drytis may measure usage by tokens, compute time, requests, minutes, sessions, storage, bandwidth, deployments, or other usage metrics disclosed in the Services. Input and output tokens may be measured separately, and different models, modes, services, providers, and features may have different rates. Drytis’s usage records will control absent manifest error. Drytis will make commercially reasonable usage information available through the Services.

7.4 Usage Credits

Unless an applicable Order Form states otherwise, Usage Credits: (a) are non-refundable; (b) have no cash value; (c) may not be transferred, sold, or exchanged except as expressly authorized by Drytis; (d) may be used only for eligible Services identified by Drytis; and (e) expire [twelve (12) months] after purchase or, if earlier, upon termination of Customer’s Account for cause. Drytis will not change the applicable consumption rate for Prepaid Usage Credits already purchased during their stated validity period, except where required by law, due to a manifest pricing error, or as necessary to address fraud, abuse, or a material security risk.

7.5 Switching Between Modes

You may switch between available AI and engineer-in-the-loop modes within the same Workspace, subject to applicable Usage Credits and availability. Switching modes does not require migration to a separate Workspace.

7.6 No Separate Upgrade Required

Use of Edge or Albert does not require a separate subscription upgrade where such Services are available through your Workspace; applicable Usage Credits and usage-based charges apply.

7.7 Free Tier

Drytis may offer a free tier with limited features and usage. Free tier access is subject to these Terms and may be modified or discontinued at Drytis's discretion.

7.8 Payment Authorization

By providing a payment method, you authorize Drytis to charge the applicable fees to that payment method. You must keep your payment information current and notify us of any changes.

7.9 Automatic Renewal

Unless otherwise stated in an applicable Order Form, each Subscription automatically renews for successive periods equal to the initial Subscription Term, or for one (1) month if the initial Subscription Term is not specified, unless Customer cancels before the renewal date. Customer may cancel through Account settings or another cancellation method specified by Drytis. Cancellation takes effect at the end of the then-current billing period, and Customer will retain access through the end of that period unless these Terms are earlier terminated.

For consumer subscriptions, where applicable law requires additional disclosures, affirmative consent, acknowledgment, renewal reminders, price-change notices, or a particular cancellation method, Drytis will provide those requirements through the applicable purchase and account-management flow. Nothing in these Terms limits any non-waivable rights Customer may have under applicable law

7.10 Price Changes

Drytis may change Fees for future Subscription periods or future usage, provided that Drytis gives Customer at least thirty (30) days’ prior notice before a material increase in recurring Subscription Fees takes effect at renewal, except where a shorter notice period is required or permitted by applicable law. If Customer does not agree to a price increase, Customer may cancel the applicable Subscription before the increased price takes effect. Price changes do not apply retroactively to Fees already paid or to Prepaid Usage Credits during their stated validity period, except as required by law or due to a manifest pricing error.

7.11 Payment Failure

If payment fails, Drytis may suspend access to the Services until payment is received. Continued non-payment may result in termination of your Account.

7.12 Late Fees

Overdue amounts may accrue late fees at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

7.13 Taxes

Fees are exclusive of taxes, duties, and similar assessments. You are responsible for paying all applicable taxes associated with your use of the Services.

7.14 Refunds

Except as required by applicable law, Fees are non-refundable. No credits or refunds will be given for unused Subscription time or partially used Assistance Sessions.

8. ENGINEER SERVICES AND WORKSPACE ACCESS

8.1 Engineer Services

Edge and Albert may include human engineering services provided by Drytis engineers, including reviewing, testing, securing, debugging, refining, and preparing software for production.

8.2 Authorization to Access Workspace

When Customer requests or enables an Engineer Service, Customer authorizes Drytis and assigned authorized personnel to access, analyze, create, modify, test, execute, debug, review, refine, commit, or otherwise interact with Workspace Content and connected systems only to the extent: (a) technically enabled by Customer; and (b) reasonably necessary to provide the requested Engineer Service.

8.3 Workspace and Third-Party Integrations

An engineer may access Workspace Content and connected third-party services only to the extent technically enabled by you and reasonably necessary to provide the requested Engineer Services. You are responsible for maintaining any permissions or authorizations required for such access.

8.4 Production Actions and High-Risk Actions

Unless Drytis and Customer expressly agree otherwise in writing or through a workflow made available in the Services, Drytis personnel will not knowingly:

(a) deploy changes to a production environment;

(b) delete material Workspace Content or production data;

(d) modify billing, identity, ownership, administrator, or security settings;

(e) access or export secrets, credentials, or regulated data beyond what is reasonably necessary for the requested Engineer Service; or

(f) take an action that materially affects Customer’s external users or systems,

without Customer’s prior approval through the Services, in writing, or through another mutually agreed approval mechanism.

8.5 Recording and Session Data

Drytis may record, monitor, and retain Engineer Session data to the extent reasonably necessary to provide, secure, support, and quality-assure the Services, investigate security or abuse incidents, resolve disputes, or comply with applicable law. Any such data shall be handled in accordance with the applicable Privacy Policy and DPA.

8.6 Access Controls

Drytis will use reasonable access controls and limit Engineer access to the scope reasonably necessary to provide the requested Engineer Services.

8.7 Customer Responsibility

Drytis personnel act as independent service providers and are not authorized to make commitments, representations, contracts, purchases, legal filings, regulatory submissions, or other binding decisions on Customer’s behalf. Customer remains responsible for reviewing and approving all material technical, security, legal, business, and production decisions

9. DEPLOYED APPLICATIONS AND END USERS

9.1 Customer Responsibility

You are solely responsible for your Deployed Applications, including:

All content, functionality, and security of the application;

Compliance with applicable laws, regulations, and third-party rights;

Your own terms of service, privacy policy, and data protection obligations;

Data collected from your end users and responses to data subject requests.

9.2 Drytis Not a Party

Drytis is not a party to the relationship between you and your end users. Customer is responsible for all claims, liabilities, and obligations arising from its Deployed Applications, subject to Section 18.

9.3 Content Removal

Drytis may disable, remove, or refuse to host any Deployed Application that we reasonably believe violates these Terms, the AUP, applicable law, or creates legal or security risks.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Third-Party Services

The Services may integrate with or connect to third-party services (e.g., GitHub, Stripe, cloud providers, AI model providers). Your use of third-party services is subject to their terms and privacy policies.

10.2 Data Sharing

Where integrations require data sharing with third parties, you consent to such sharing as necessary to provide the integration. Drytis is not responsible for third-party handling of your data.

10.3 Integration Modifications

Drytis may suspend, modify, or remove integrations at any time without liability.

11. API ACCESS AND USAGE LIMITS

11.1 API License

Subject to these Terms, Drytis grants you a limited license to access and use the API in accordance with the Documentation.

11.2 API Restrictions

You agree to:

Protect your API keys and credentials;

Comply with rate limits and usage quotas;

Not use the API to replicate or compete with the Services;

Not circumvent Fees or usage limits;

Not scrape or bulk extract data from the Services.

11.3 API Modifications

Drytis may modify, suspend, or discontinue API access at any time. We will provide reasonable notice for material changes except in cases of security or operational urgency.

12. FEEDBACK

If you provide suggestions, ideas, or feedback about the Services, you grant Drytis a non-exclusive, perpetual, irrevocable, royalty-free license to use, implement, and commercialize such feedback without compensation or attribution.

13. CONFIDENTIALITY

13.1 Confidential Information

“Confidential Information” means non-public information disclosed by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Confidential Information includes Workspace Content, Customer Personal Data, non-public Customer business information, and non-public information concerning Customer’s applications, projects, users, and systems. Drytis Confidential Information includes the Services, Documentation, non-public pricing, security information, product roadmaps, and non-public technical information regarding Drytis technology.

13.2 Use and Protection

The Receiving Party will: (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information; and (c) disclose Confidential Information only to its employees, contractors, Affiliates, and service providers who have a need to know the information for purposes consistent with these Terms and who are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party is responsible for its representatives’ compliance with this Section.

13.3 Exceptions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party without restriction before disclosure; (c) is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

13.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, subpoena, court order, or governmental request, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s expense, to seek protective treatment.

13.5 Survival

The obligations in this Section survive for five (5) years after termination of these Terms; provided that obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law.

14. PRIVACY AND DATA PROTECTION

14.1 Privacy Policy and DPA

Your use of the Services is subject to the Privacy Policy and DPA, which are incorporated by reference.

14.2 Data Processing Roles

Customer Personal Data in Workspace Content: Drytis acts as a processor/service provider, processing such data on your behalf.

Account, Billing, Security, and Operational Data: Drytis acts as an independent controller.

14.3 International Transfers

Personal data may be transferred across borders, including to the United States. Drytis uses lawful transfer mechanisms such as Standard Contractual Clauses (SCCs) and adequacy decisions as described in the DPA.

14.4 Customer Responsibilities

You are responsible for:

Having a lawful basis for processing personal data;

Providing required notices and obtaining necessary consents;

Responding to data subject requests;

Configuring the Services in compliance with applicable privacy laws.

14.5 Security and Breach Notification

Drytis maintains reasonable security measures and will notify you of personal data breaches without undue delay as required by applicable law.

14.6 Regulated Data Restrictions

You may not use the Services to process protected health information (PHI) as defined under HIPAA, financial data subject to GLBA, or other regulated data unless Drytis has expressly agreed in writing to support such use and any required additional agreements (e.g., Business Associate Agreement) have been executed.

15. ELECTRONIC COMMUNICATIONS AND RECORDS

15.1 Electronic Communications

You consent to receive communications, notices, disclosures, agreements, and other records electronically in connection with your use of the Services.

15.2 Electronic Acceptance

Clicking "Accept," electronically signing, or using the Services constitutes your electronic signature and has the same legal effect as a handwritten signature.

15.3 Record Retention

Drytis retains records of your acceptance, Subscription purchases, and billing transactions. You may request copies of these records by contacting legal@drytis.com.

16. BETA AND PREVIEW FEATURES

Drytis may offer beta, preview, or experimental features that are:

Provided "as is" without warranties;

Potentially unreliable or subject to change;

Excluded from service commitments and support obligations.

Drytis may modify or withdraw beta features at any time.

17. INTELLECTUAL PROPERTY INFRINGEMENT (DMCA)

17.1 Copyright Infringement / DMCA Notices

Drytis respects the intellectual property rights of others and expects users of the Services to do the same. If you believe that material available through the Services infringes your copyright, you may submit a written notice of claimed infringement to Drytis's designated copyright agent containing the following information:

Identification of the copyrighted work;

Identification of the allegedly infringing material;

Your contact information;

A statement of good faith belief;

A statement under penalty of perjury of accuracy;

Your physical or electronic signature.

Upon receipt of a valid infringement notice, Drytis may take such action as it determines appropriate under applicable law, including removing or disabling access to the allegedly infringing material. Drytis may notify the affected user and may, where appropriate, restore access upon receipt of a valid counter-notification or otherwise as required by applicable law.

Drytis may terminate or restrict access to the Services of users who are determined to be repeat infringers in appropriate circumstances.

17.2 Counter-Notices

If you believe your content was wrongly removed, you may submit a counter-notice with the information required by applicable law.

18. INDEMNIFICATION

18.1 Customer Indemnification

You shall defend, indemnify, and hold harmless Drytis, its affiliates, and their respective officers, directors, employees, and agents from and against third-party claims, damages, liabilities, losses, costs, and reasonable attorneys' fees arising out of or relating to:

(a) Workspace Content, including any claim that your Workspace Content infringes, misappropriates, or violates a third party's rights;

(b) Any Deployed Applications, including their content, functionality, operation, or use by your end users;

(d) your violation of any third-party rights or failure to obtain any permissions, consents, or licenses required for your use of the Services, Workspace Content, integrations, or Deployed Applications; or

(e) claims arising from your relationship with your end users or other users of your Deployed Applications.

18.2 Generated Output and Customer Modifications

You are responsible for reviewing and validating Generated Output before using or deploying it, including for accuracy, security, functionality, compliance, licensing, and suitability for your intended purpose. You are also responsible for any modifications you make to Generated Output and for the manner in which you incorporate or deploy Generated Output.

18.3 Indemnification Procedure

The indemnified party will promptly notify the indemnifying party of any claim for which indemnification is sought, provided that a delay in providing notice will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay. The indemnifying party will have control of the defense and settlement of the claim, except that it may not settle a claim in a manner that admits liability by, imposes obligations on, or otherwise materially prejudices the indemnified party without the indemnified party's prior written consent. The indemnified party will provide reasonable cooperation at the indemnifying party's expense.

18.4 Drytis Intellectual Property Indemnity

Drytis will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services, excluding Workspace Content, Generated Output, and third-party services, directly infringes a United States patent, copyright, trademark, or trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement by Drytis, provided that Customer complies with Section 18.3.

This Section does not apply to claims arising from: (a) Workspace Content, Customer Data, Customer prompts, Customer instructions, Generated Output, or Customer modifications; (b) use of the Services in violation of these Terms, Documentation, or applicable law; (c) use of the Services in combination with products, services, software, data, or materials not provided by Drytis; (d) use of a superseded version of the Services where Drytis made a non-infringing replacement available; or (e) third-party services or third-party AI providers.

If Drytis reasonably believes the Services may become subject to an infringement claim, Drytis may, at its option: (i) procure the right for Customer to continue using the affected Services; (ii) modify or replace the affected Services with substantially equivalent non-infringing functionality; or (iii) terminate the affected Services and refund any prepaid, unused Fees allocable to the terminated portion of the Services. This Section states Customer’s sole and exclusive remedy, and Drytis’s entire liability, for an intellectual-property infringement claim.

19. SUSPENSION AND TERMINATION

19.1 Suspension

Drytis may suspend your access to the Services if you:

Breach these Terms or the AUP;

Fail to pay applicable Fees;

Create legal or security risks;

Violate applicable law.

19.2 Termination

Drytis may terminate your Account and these Terms:

For cause upon notice if you materially breach these Terms;

Immediately for security threats, legal requirements, or repeated violations;

At any time with 30 days' notice for convenience.

19.3 Effect of Termination

Upon expiration or termination of these Terms, Customer’s right to access and use the Services will end, except that Drytis will make Workspace Content available for export for thirty (30) days after the effective date of expiration or termination, provided that Customer’s Account is in good standing and subject to applicable security, legal, and technical restrictions. Drytis will make commercially reasonable efforts to provide exports using the then-available export functionality and in commonly used formats where supported by the Services.

Customer is solely responsible for exporting Workspace Content, including source code, configuration, assets, database contents, deployment materials, and other information Customer wishes to retain, before the export period ends. Following the export period, Drytis may delete Workspace Content from active systems. Backup and disaster-recovery copies may persist until deleted or overwritten in accordance with Drytis’s retention practices. Drytis may retain information as required by applicable law or reasonably necessary to comply with legal obligations, resolve disputes, enforce these Terms, or protect the security and integrity of the Services. Deletion may be permanent and irreversible

20. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY.

DRYTIS DOES NOT WARRANT THAT:

GENERATED OUTPUT WILL BE ACCURATE, SECURE, ERROR-FREE, OR PRODUCTION-READY;

THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED;

DEFECTS WILL BE CORRECTED.

DRYTIS DOES NOT PROVIDE LEGAL, FINANCIAL, MEDICAL, SECURITY, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD OBTAIN APPROPRIATE PROFESSIONAL ASSISTANCE WHERE NEEDED.

21. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

21.1 EXCLUSION OF CERTAIN DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRYTIS AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 AGGREGATE LIABILITY CAP

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRYTIS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DRYTIS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

21.3 EXCEPTIONS

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE WHERE SUCH LIABILITY CANNOT LAWFULLY BE LIMITED, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

21.4 CUSTOMER OBLIGATIONS NOT LIMITED

FOR CLARITY, THE LIMITATIONS IN THIS SECTION 21 LIMIT DRYTIS’S LIABILITY ONLY. THEY DO NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS, OBLIGATIONS UNDER SECTION 18, OR LIABILITY FOR CUSTOMER’S BREACH OF THESE TERMS.

22. DISPUTE RESOLUTION

22.1 Informal Dispute Resolution

Before initiating any arbitration or legal proceeding, the parties shall attempt in good faith to resolve the dispute informally. The party asserting a dispute shall provide written notice describing the nature of the dispute and the relief sought. If the dispute has not been resolved within thirty (30) days following receipt of such notice, either party may commence the applicable formal proceeding, subject to this Section 22

22.2 Arbitration Agreement

Except for disputes that may be brought in small claims court, you and Drytis agree to resolve any dispute arising out of these Terms through individual binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted remotely or in California, USA.

22.3 Class Action Waiver

YOU AND DRYTIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

22.4 Small Claims Exception

Either party may bring a claim in small claims court if the claim qualifies and is brought on an individual basis.

22.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@drytis.com within 30 days of your first acceptance of these Terms. Your notice must include your name, address, and Account email.

22.6 Coordinated Filings

If multiple users file substantially similar claims, the arbitrator may consolidate them for efficiency, but no class arbitration is permitted.

22.7 Injunctive Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

23. GOVERNING LAW

These Terms and any dispute arising out of or related to them shall be governed by the laws of the State of California, USA, and applicable US federal law, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

California state and federal courts shall have jurisdiction over any dispute not subject to arbitration, except where mandatory laws of your jurisdiction require otherwise.

24. CHANGES TO THESE TERMS

Drytis may update these Terms at any time. We will provide reasonable notice of material changes by posting the updated Terms on our website and, where appropriate, sending email notice to your Account email.

For material changes that adversely affect your rights, we will provide at least 30 days' notice prior to the effective date, except where:

Changes are required by law or legal process;

Changes address security threats or abuse;

Changes are administrative or clarifying in nature.

Changes take effect on the effective date stated in the notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

We maintain an archive of prior versions of these Terms. You may request copies by contacting legal@drytis.com.

25. MISCELLANEOUS

25.1 Entire Agreement

These Terms, together with any applicable Order Form, DPA, AUP, and other documents expressly incorporated herein, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations, and understandings relating to the same subject matter.

25.2 Electronic Communication

You consent to receive communications from Drytis electronically, including notices, disclosures, invoices, and other communications relating to the Services. You agree that electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

25.3 Order of Precedence

In the event of any conflict or inconsistency between these Terms and any Order Form, DPA, AUP, or other agreement applicable to the Services, the following order of precedence shall apply solely with respect to the subject matter expressly addressed therein:

(a) any separately executed agreement between you and Drytis;

(b) the applicable Order Form;

(d) the AUP, solely with respect to acceptable use of the Services.

These Terms shall govern all other matters. The Privacy Policy governs Drytis's collection and use of Personal Data in accordance with its terms and shall not modify or supersede these Terms except where expressly required by applicable law.

25.4 Assignment

You may not assign or transfer these Terms, in whole or in part, without Drytis's prior written consent. Drytis may assign or transfer these Terms without your consent in connection with a merger, acquisition, corporate reorganization, sale of substantially all of its assets, or to an Affiliate or successor, provided that such assignment does not materially diminish your rights under these Terms.

25.5 No Third-Party Beneficiaries

Except as expressly provided in these Terms, these Terms do not confer any rights or remedies upon any person other than the parties and their respective permitted successors and assigns.

25.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

25.7 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

25.8 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy.

25.9 Amendments

Drytis may amend these Terms from time to time by posting the amended Terms on its website or otherwise providing notice to you. Unless otherwise stated, amended Terms will become effective upon posting or on the date specified in the notice. Your continued use of the Services following the effective date constitutes acceptance of the amended Terms. Material changes affecting your rights or obligations will be subject to reasonable prior notice where required by applicable law.

25.10 Force Majeure

Drytis is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of terrorism, government actions, internet or infrastructure failures, or widespread service outages.

25.11 Export and Sanctions

You agree to comply with all applicable export control and economic sanctions laws. You may not use the Services in violation of such laws.

25.12 Notices

All notices to Drytis should be sent to legal@drytis.com or to:

Drytis, Inc. 2580 Sorrel Street Las Vegas, Nevada 89146 United States

Notices to you will be sent to your Account email or posted within the Services.

26. CONTACT INFORMATION

For questions about these Terms, please contact us at:

Email: contact@drytis.com

Mailing Address: 2580 Sorrel Street, Las Vegas, Nevada 89146, USA

Questions? A real person on the Drytis team will answer — through the platform. Open Studio →