Dropsheet Terms of Service

Draft for counsel review. Effective date: 2026-10-01, or the date of publication if later.

These terms are an agreement between Dropsheet, Inc., a Delaware corporation ("Dropsheet", "we", "us"), and the organization that creates an account or signs an order form referencing these terms ("Customer", "you"). They govern use of dropsheet.ai, the Dropsheet application, and related services (the "Service"). If you accept these terms on behalf of an organization, you confirm you have authority to bind it. If an order form or a separately signed agreement conflicts with these terms, the order form or signed agreement controls.

1. The Service

Dropsheet provides software and services that ingest accounting data, analyze it, and produce reports, narratives, and presentation material for management and boards. Features are described in the documentation and the order form. We may improve or change features as long as we do not materially reduce the core functionality you pay for during a subscription term.

2. Accounts and users

You are responsible for the people you authorize to use the Service ("Users"), for keeping their credentials secure, and for everything done under your account. You must tell us promptly at security@dropsheet.ai if you suspect unauthorized access. Users must be at least 18.

3. Customer data

Ownership. You own the data you upload or connect and the outputs the Service generates from it ("Customer Data"). You grant Dropsheet a license to host, process, transmit, and display Customer Data only to provide and support the Service, to keep it secure, and as otherwise permitted in writing.

Your responsibilities. You confirm you have the rights and consents needed to upload Customer Data, including any personal information in accounting records, and that your use complies with law and with your obligations to third parties.

Processing. Dropsheet processes personal information in Customer Data on your behalf as described in the Privacy Policy and in the Data Processing Addendum, which forms part of these terms where data protection law requires it.

AI features. The Service uses language models to classify records, draft narratives, and answer questions. Before text is sent to a model provider, personal identifiers are masked; providers do not use your data to train their models. AI outputs are drafts that require your review. You are responsible for decisions you make based on them, and Dropsheet does not provide accounting, tax, legal, or investment advice.

Deletion. On termination, or earlier on written request, we delete Customer Data from production systems within 30 days and confirm it; encrypted backups age out on the backup retention schedule. We will provide an export of your data on request before deletion.

4. Acceptable use

You will not: use the Service to violate law or the rights of others; upload malicious code; attempt to gain unauthorized access to the Service or its infrastructure; probe, scan, or test its vulnerabilities except as permitted by our published vulnerability disclosure policy; resell the Service or use it to build a competing product; remove proprietary notices; or use the Service in a way that imposes unreasonable load or interferes with other customers.

5. Fees

Fees, billing frequency, and the subscription term are set in the order form. Fees are due within 30 days of invoice unless the order form says otherwise, are stated exclusive of taxes, and are non-refundable except where these terms say so. If you are more than 30 days late after written notice, we may suspend the Service until payment is received. Fees for renewal terms may change on 60 days' written notice before renewal.

6. Term and termination

The subscription runs for the term in the order form and renews for the same period unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Either party may terminate for material breach that is not cured within 30 days of written notice. We may suspend access immediately if your use threatens the security or integrity of the Service, and we will tell you why and restore access when the issue is resolved. On termination, your right to use the Service ends, section 3 governs your data, and sections that by their nature should survive (fees owed, confidentiality, warranties and disclaimers, limitation of liability, governing law) survive.

7. Confidentiality

Each party will protect the other's confidential information with at least the care it uses for its own, and no less than reasonable care; use it only to perform under these terms; and disclose it only to personnel and contractors who need it and are bound by confidentiality obligations at least as protective. Customer Data is your confidential information. Confidential information does not include information that is public through no fault of the receiving party, already known to it without restriction, independently developed, or lawfully received from a third party. A party may disclose confidential information when required by law after giving notice where legally permitted.

8. Security

We maintain an information security program with administrative, technical, and physical safeguards appropriate to the Service, including encryption in transit and at rest, access control with multi-factor authentication, audit logging, quarterly access reviews, and tested incident response and disaster recovery plans. We will notify you without undue delay, and in any case within 72 hours, after confirming a security incident affecting Customer Data, with the information we have at the time and updates as we learn more.

9. Intellectual property

Dropsheet owns the Service, its software, models, templates, documentation, and all improvements. Nothing in these terms transfers those rights to you. You may give us feedback; we may use it without obligation. Aggregated, de-identified usage information that does not identify you or any individual may be used by Dropsheet to operate and improve the Service.

10. Warranties and disclaimers

We warrant that the Service will perform materially as described in the documentation and that we will not materially reduce its security during a subscription term. Your sole remedy for breach of this warranty is for us to correct the problem or, if we cannot within a reasonable time, to terminate the affected subscription and refund prepaid fees for the remainder of the term. Except as stated here, the Service is provided as is, and Dropsheet disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Dropsheet does not warrant that AI-generated outputs are accurate or complete.

11. Limitation of liability

Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenue, however caused. Each party's total liability under these terms is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim. These limits do not apply to a party's indemnification obligations, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or liability that cannot be limited by law.

12. Indemnification

Dropsheet will defend you against third-party claims that the Service, used as permitted, infringes a patent, copyright, or trademark or misappropriates a trade secret, and will pay resulting damages and costs finally awarded or agreed in settlement. If such a claim arises, we may modify the Service, obtain a license, or terminate the affected subscription and refund prepaid fees for the remainder of the term. This does not cover claims arising from Customer Data, your combinations with other products, or use in breach of these terms. You will defend Dropsheet against third-party claims arising from Customer Data or your use of the Service in breach of these terms and pay resulting damages and costs. The indemnified party must give prompt notice, control of the defense, and reasonable cooperation.

13. Subprocessors and changes

The service providers we use to deliver the Service are listed in the Privacy Policy. We will give notice of additions on the website or by email at least 15 days before they process Customer Data, and you may object in writing on reasonable data-protection grounds; if we cannot resolve the objection, you may terminate the affected subscription and receive a refund of prepaid fees for the remainder of the term.

14. General

These terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and the state and federal courts located in Delaware have exclusive jurisdiction, except that either party may seek injunctive relief anywhere. Neither party is liable for failure to perform caused by events beyond its reasonable control. Neither party may assign these terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Notices must be in writing to the addresses in the order form, or to legal@dropsheet.ai for Dropsheet. If any provision is unenforceable, the rest remains in effect. These terms, the order form, the Privacy Policy, and the Data Processing Addendum are the entire agreement and supersede prior agreements on the subject. We may update these terms; material changes take effect at the start of your next subscription term, or 30 days after notice if sooner, unless you object in writing before then.

15. Contact

Dropsheet, Inc. legal@dropsheet.ai security@dropsheet.ai (security reports and incident notices) privacy@dropsheet.ai (privacy requests)