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Terms of Service

Effective: October 1, 2025

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These Service Terms (“Terms”) govern Customer’s purchase and use of subscription services from Data Room AI (DRAI Commercial Services Inc., a Delaware corporation, “DRAI,” “we,” “us,” or “our”). By purchasing a subscription, Customer agrees to these Terms. Capitalized terms have the meanings set forth in Section 0 or the referenced documents.

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0. Definitions

Simple: Key terms defined for clarity.

  • Services: The DRAI Chat platform and tier-specific features as described in the Subscription Overview (attached or available at the provided link).

  • Customer: The individual or entity purchasing the subscription, including authorized users.

  • Subscription Tier: Essentials (Tier 0), Pipeline Edge (Tier 1), Growth Accelerator (Tier 2), or Hyperscaler (Tier 3).

  • Onboarding: Initial setup following payment, including account configuration and service activation.

  • Material Breach: A violation that substantially impairs the other party’s rights or remedies.

  • Other terms (e.g., Personal Data, Processing) have the meanings given in the Data Processing Addendum (DPA).

 

1. Scope of Services

Simple: Here’s what you get.

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • Services are delivered according to the Subscription Tier selected by Customer, as set out in the Subscription Overview.

  • Tier inclusions, service guarantees, and deliverables are detailed in the Subscription Overview and may vary by tier.

  • DRAI may release updates, enhancements, or beta features from time to time, which may be subject to additional or separate terms.

 

2. Term and Renewal

Simple: 12-month terms, start after onboarding.

  • Relationship to Agreement. These Service Terms supplement the Services Agreement. In the event of any conflict, the Services Agreement controls.

  • Service Start Date. Services commence after completion of onboarding and receipt of the first payment. For alignment, the subscription term begins on the first day of the following calendar month (the “Service Start Date”), unless otherwise specified in the Services Agreement.

  • Partial Month Handling. If Services go live before the Service Start Date, usage during that partial month is either (a) provided at no additional charge, or (b) invoiced on a prorated basis, as indicated in your Order Form or invoice.

  • Term Length and Renewal. Each subscription term is twelve (12) months in duration, renewing automatically as set forth in the Services Agreement.

  • Upgrades. If Customer upgrades to a higher subscription tier, a new twelve (12) month term begins on the effective date of the upgrade, consistent with Section 4 of the Services Agreement.

  • Data Handling. Upon termination or non-renewal, Customer has thirty (30) days to retrieve its data, after which access will cease and data will be handled in accordance with the DPA.

 

3. Payments

Simple: Pay upfront to use the service.

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • Subscriptions are billed in advance for each service period and must be kept current to maintain active service.

  • The Onboarding fee and first month’s subscription fee are due prior to activation.

  • Fees are non-refundable except as expressly provided in the Services Agreement (e.g., SLA credits).

  • Payments are collected electronically (via credit card, ACH, or invoice, as applicable) and will be applied to the Customer account on the first calendar day of the billing cycle.

 

4. Service Levels & Guarantees

Simple: Missed guarantees = credits (not refunds).

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • Tier-specific guarantees (e.g., first-30-day delivery metrics) are as stated in subscription descriptions.

  • If an Onboarding Guarantee or performance SLA is not met, Customer receives a one-month service credit applied to the second month.

  • SLA/guarantee credits are Customer’s exclusive remedy for onboarding or service delivery shortfalls.

 

5. Customer Obligations

Simple: Keep info current and follow the rules.

  • Provide accurate information during Onboarding; maintain current billing details.

  • Use Services lawfully and in compliance with the Terms of Use and AUP.

  • Pay all fees timely.

 

6. Tier Upgrades

Simple: Moving up resets the clock; no double-charge.

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • When Customer upgrades to a higher subscription tier, the upgrade is effective upon completion of the upgrade steps and payment as set forth in the Services Agreement.

  • The new subscription term will reset to a twelve (12) month period from the effective date of the upgrade, subject to the minimum commitment described in the Services Agreement.

  • For billing purposes, any applicable onboarding fees for the higher tier will be offset against cumulative subscription fees already paid in the current term; if cumulative fees exceed the higher-tier onboarding fee, the onboarding fee is waived.

  • The difference in monthly fees between the prior and upgraded tier will be invoiced on a pro-rated basis for the remainder of the current billing month, with future months billed at the higher-tier rate in advance.

 

7. Suspension and Termination

Simple: We can pause or end; you can too.

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • DRAI may suspend or terminate immediately for non-payment or Material Breach.

  • After the first 90-days of the subscription term, either party may terminate with 30 days’ written notice.

  • Upon termination, all unpaid amounts become immediately due.

  • Data handling on exit: DRAI will return or delete Customer data per the DPA. Customer has 30 days post-termination to retrieve data, after which access ceases.

 

8. Confidentiality & Data Protection

Simple: We keep your info confidential and process data lawfully.

  • Each party will protect the other’s Confidential Information.

  • Personal Data is processed per the Privacy Policy, Enterprise Privacy Policy (if applicable), and DPA.

  • In the event of conflict on data protection matters, the DPA controls.

  • Customer consents to Processing necessary to provide the Services, consistent with DPDPA and CCPA/CPRA, including applicable, post-signup opt-outs (contact legal@drai-commercial.com).

 

9. Intellectual Property Ownership

Simple: You own your inputs/outputs; we own the platform.

  • These Service Terms supplement the Services Agreement. In the event of conflict, the Services Agreement controls.

  • Customer owns its Inputs (e.g., prompts, files) and Outputs (e.g., AI-generated content).

  • Customer grants DRAI a limited license to use Inputs/Outputs only as needed to provide and support the Services, consistent with the Services Agreement.

  • DRAI owns its platform, software, models, trademarks, and underlying technology.

  • Customer confirms that its Inputs do not infringe third-party rights.

 

10. Limitation of Liability

Simple: Our liability is capped to the month at issue.

  • DRAI’s aggregate liability for any claim is limited to the fees paid for the monthly service period in which the event giving rise to liability occurred.

  • No liability for indirect, incidental, special, consequential, or punitive damages.

  • These limits do not apply to liability that cannot be limited by law (e.g., fraud, willful misconduct).

 

11. Indemnification

Simple: Each covers what they control.

  • The DRAI limitations on indemnity are identified in the Services Agreement.

 

12. Governing Law and Disputes

Simple: Delaware law rules.

  • These Terms are governed by the laws of the State of Delaware, without regard to conflicts rules.

  • Venue lies in the state and federal courts located in Delaware, with equitable claims under the jurisdiction of the Delaware Court of Chancery, unless Section 16 (Arbitration) applies.

 

13. Force Majeure

Simple: No liability for events beyond control.

  • Neither party is liable for delay/failure to perform (except payment obligations) due to events beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, cloud provider or API subprocessor outages, government actions, or internet backbone failures.

  • The affected party will promptly notify the other and use reasonable efforts to mitigate.

 

14. Changes to These Terms

Simple: We’ll notify you before changes take effect.

  • DRAI may update these Terms from time to time.

  • Material changes will be notified via email to Customer’s registered contacts at least 30 days in advance; continued use after the effective date constitutes acceptance (to the extent permitted by law).

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15. Contact

DRAI Commercial Services Inc.
621 23RD ST NW, Naples, FL 34120
Email:corey@product-ties.com 

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16. Miscellaneous

Simple: Standard legal protections.

  • Arbitration: Except for IP/injunctive claims (which may be brought in Delaware courts), disputes are resolved by binding arbitration in Wilmington, Delaware under the AAA Commercial Rules. The award is final and binding with limited judicial review.

  • Severability: If any provision is held invalid or unenforceable, the remainder remains in full force and effect.

  • Entire Agreement: These Terms, together with the Subscription Overview, Terms of Use, Privacy Policy, Enterprise Privacy Policy, and DPA, constitute the entire agreement regarding the Services and supersede prior agreements.

  • No Waiver: Failure or delay to exercise any right is not a waiver.

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