Master Services Agreement

(Terms of Service)

Last Updated: February 6th 2026

1. Scope; Incorporated Policies

1.1 Scope

This Agreement governs Customer's access to and use of:

• (a) Clerks' software-as-a-service platform, including all modules, APIs, dashboards, conversational interfaces, and mobile applications;
• (b) Clerks' AI-powered features, including workflow automation, natural language interaction, data analysis, drafting, summarization, classification, and AI-assisted creation of records; and
• (c) integrations with third-party accounting, financial, and business platforms, including but not limited to QuickBooks,

(collectively, the “Services”).

1.2 Incorporated Policies

The following documents are incorporated into and form part of this Agreement by reference (collectively, the “Linked Policies”):

• Privacy Policy – available at /policies/privacy
• Acceptable Use Policy (“AUP”) – available at /policies/acceptable-use
• Data Processing Addendum (“DPA”) – available at [URL]
• AI & Automation Use Policy / Disclaimers – available at /policies/ai-use
• Cookie Policy – available at [URL]

By accepting this Agreement, Customer also agrees to the Linked Policies. In the event of a direct conflict between this Agreement and a Linked Policy, this Agreement will control unless expressly stated otherwise.

1.3 Business Associate Agreement (BAA)

If Customer wishes to use the Services to create, receive, maintain, or transmit Protected Health Information (“PHI”) as defined under HIPAA, Customer must first enter into a separate Business Associate Agreement with Dropex (“BAA”).

Unless and until a BAA is executed and the relevant HIPAA-enabled Services are expressly activated in writing by Dropex, Customer must not use the Services to store, process, or transmit PHI.

1.4 Order Forms

One or more Order Forms may be executed under this Agreement. Each Order Form is subject to this Agreement. In the event of a conflict between an Order Form and this Agreement, the Order Form will control, but only with respect to the specific Services identified in that Order Form.

2. Access to the Services

2.1 Right to Use

Subject to this Agreement and the applicable Order Form, Dropex grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer's internal business purposes.

2.2 Modules and Features

Access to specific modules, features, or capacities (including number of users, integrations, usage thresholds, or AI transactions) is determined by the subscription tier and usage limits set forth in the applicable Order Form or Customer's account.

2.3 APIs and Integrations

Where the Services include access to APIs or integrations (including accounting systems, financial platforms, or identity providers), Dropex grants Customer a limited license to use such APIs solely to integrate Customer's systems with the Services, in accordance with the Documentation and the AUP.

2.4 Third-Party Services

The Services may enable access to or integration with third-party products or services, including accounting platforms such as QuickBooks (“Third-Party Services”).

Customer's use of Third-Party Services is governed by the terms and privacy policies of those third parties. Dropex does not control and is not responsible for Third-Party Services, including their availability, accuracy, security, performance, or continued operation.

2.5 Accounting Platform Disclaimer

Clerks is a third-party application and is not affiliated with, endorsed by, or sponsored by Intuit Inc., QuickBooks, or any other accounting platform provider.

Customer acknowledges that errors, delays, discrepancies, data synchronization issues, API limitations, or outages may occur due to Third-Party Services. Dropex shall have no liability arising from or related to Third-Party Services or Customer's reliance on them.

2.6 Restrictions

Customer will not (and will not permit any third party to):

• (a) copy, modify, or create derivative works of the Services;
• (b) reverse engineer, decompile, disassemble, or attempt to derive source code, except to the limited extent permitted by law;
• (c) circumvent or attempt to circumvent usage limits, security measures, or technical safeguards;
• (d) use the Services to build or support a competing product or service;
• (e) resell, lease, sublicense, or otherwise provide access to the Services except as expressly permitted under this Agreement; or
• (f) use the Services in violation of applicable law or the AUP.

3. Accounts; Roles; Customer Responsibilities

3.1 Accounts

Customer must create an account to use the Services (“Account”). Customer must provide accurate, complete, and up-to-date information and keep it current.

Customer is responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its Account, whether authorized or unauthorized.

3.2 Users and Vendors

Customer is responsible for:

• (a) its employees, contractors, and agents who access the Services (“Users”);
• (b) vendors, service providers, accountants, bookkeepers, and other third parties invited into the platform by Customer (“Connected Vendors”); and
• (c) all actions taken under its Account.

3.3 Role-Based Access

Customer controls role-based permissions (e.g., administrator, finance user, viewer). Customer is solely responsible for assigning and managing permissions and for any actions taken by Users or Connected Vendors under those permissions.

3.4 Cooperation

Customer agrees to provide all cooperation, data, instructions, and resources reasonably required for Dropex to provide the Services.

Dropex is not liable for delays, errors, or failures resulting from Customer's failure to provide such cooperation or from inaccurate or incomplete information supplied by Customer.

3.5 Consents and Notices

Customer is responsible for obtaining all required consents and providing all required notices to its customers, vendors, employees, contractors, and other data subjects relating to the use of the Services and the processing of personal or financial data.

4. Fees; Billing; Payment

4.1 Fees

Customer will pay all fees specified in the applicable Order Form or pricing schedule (“Fees”), which may include:

• subscription fees (per user, per company, per module, or per plan);
• usage-based fees (including per AI transaction or API usage);
• transaction-based fees; and
• professional services fees (including onboarding, configuration, or training).

4.2 Billing and Payment

Unless otherwise stated in an Order Form:

• subscription fees are billed in advance on a monthly or annual basis;
• usage-based fees are billed in arrears; and
• invoices are due within thirty (30) days of the invoice date.

Customer authorizes Dropex (or its payment processor) to charge the payment method on file for all applicable Fees.

4.3 Taxes

Fees are exclusive of all taxes, levies, duties, or similar governmental assessments (“Taxes”). Customer is responsible for all Taxes associated with its purchases, except for taxes based on Dropex's net income.

4.4 Non-Payment

If undisputed Fees are not paid when due, Dropex may charge interest at the lesser of 1.5% per month or the maximum amount permitted by law and may suspend Customer's access to the Services after reasonable notice.

Dropex will not suspend Services for a legitimate, good-faith dispute provided Customer pays all undisputed amounts.

4.5 Changes to Fees

Dropex may adjust Fees upon renewal of a subscription term or upon at least thirty (30) days' prior notice for month-to-month plans. Fee changes will not apply retroactively.

5. Data Ownership; Use of Data

5.1 Customer Data

“Customer Data” means all data, content, and materials uploaded to, transmitted through, or generated within the Services by or on behalf of Customer, including customer records, vendor information, financial records, accounting data, documents, reports, attachments, and other content.

As between the parties, Customer owns all right, title, and interest in Customer Data.

5.2 License to Dropex

Customer grants Dropex a non-exclusive, worldwide, royalty-free license during the Term to host, reproduce, process, transmit, display, and use Customer Data solely:

• (a) to provide, operate, maintain, and improve the Services;
• (b) to prevent, investigate, and address technical, security, or fraud issues;
• (c) to comply with applicable law, regulation, or valid legal process; and
• (d) as otherwise described in the Privacy Policy and DPA.

Unless Customer explicitly opts in, Dropex will not use Customer Data to train or improve third-party foundation models not dedicated to the Services.

5.3 Aggregate and De-Identified Data

Dropex may generate and use aggregated, anonymized, or de-identified data derived from Customer's use of the Services (“Aggregate Data”) for analytics, reporting, benchmarking, product development, and other legitimate business purposes, provided that such Aggregate Data does not identify Customer or any individual.

5.4 Data Export

During the Term, Customer may export certain Customer Data using available in-product tools or APIs.

Upon written request made within thirty (30) days after termination of this Agreement, Dropex will make Customer Data available for export, after which Dropex may delete Customer Data from its systems, subject to legal retention obligations, backup policies, and the DPA.

6. AI Features & Automation

6.1 AI Features

The Services may include AI-enabled features such as:

• automated drafting, summarization, and classification of financial or accounting data;
• natural language queries and conversational interfaces;
• workflow recommendations and automation;
• AI-assisted creation, modification, or organization of records (including bills, invoices, transactions, accounts, or reports); and
• data analysis, insights, and forecasting tools

(collectively, “AI Features”).

6.2 AI Outputs and Ownership

Subject to Section 5, as between the parties, Customer owns the AI-generated outputs returned to Customer by the Services (“AI Outputs”), to the extent permitted by law.

Customer acknowledges that AI Outputs are generated based on Customer Data, system configurations, third-party data sources, and probabilistic models, and Customer remains solely responsible for the use of AI Outputs.

6.3 No Professional Advice; Verification Required

AI Outputs are generated based on statistical patterns and probabilities and may be inaccurate, incomplete, or misleading.

AI Outputs do not constitute accounting, tax, legal, financial, or other professional advice, and do not replace the judgment of a qualified professional.

Customer is solely responsible for reviewing, verifying, approving, and validating all AI Outputs before:

• (a) posting or submitting them to any accounting system or third-party platform;
• (b) relying on them for financial, tax, or compliance decisions; or
• (c) sharing them with customers, regulators, auditors, or other third parties.

6.4 Human Review and Approval Requirement

Customer acknowledges and agrees that all accounting-related actions, postings, filings, classifications, submissions, or executions performed through the Services occur solely at Customer's direction and discretion.

Failure to review or approve AI Outputs prior to execution constitutes misuse of the Services.

6.5 No Reliance on AI Outputs

Customer agrees not to rely solely on AI Outputs for financial, accounting, tax, regulatory, or compliance decisions.

Dropex shall not be liable for any penalties, interest, fines, audit findings, enforcement actions, losses, or damages arising from Customer's reliance on AI Outputs or automated suggestions.

6.6 AI Liability Limitation

Dropex will not be liable for losses or damages arising out of decisions or actions taken (or not taken) based on AI Outputs, except to the extent directly caused by Dropex's gross negligence or willful misconduct.

6.7 AI Use Restrictions

Customer will not use AI Features to:

• (a) violate applicable law or third-party rights;
• (b) generate fraudulent, deceptive, or misleading content;
• (c) misrepresent AI Outputs as human-generated professional advice; or
• (d) train, fine-tune, or improve models that compete with Dropex or its AI providers, except where expressly permitted.

6.8 Model and Feature Changes

AI Features and underlying models may evolve over time. Dropex may update, replace, or discontinue AI models or features, provided that such changes do not materially degrade the overall functionality of the Services for Customer's subscribed plan.

7. Logistics Services (Warehousing, Staging, Delivery)

7.1 Scope

Where expressly ordered by Customer and accepted by Dropex, Dropex (directly or through logistics partners) may provide warehousing, storage, staging, consolidation, or delivery services (“Logistics Services”).

Any Logistics Services are governed by separate Logistics & Warehouse Terms incorporated by reference.

7.2 Title and Risk of Loss

Unless otherwise stated in an Order Form or Logistics & Warehouse Terms, Customer retains title to goods, and risk of loss transfers as specified in those terms.

7.3 Packaging and Information

Customer is responsible for proper packaging, labeling, and accurate shipment information. Dropex is not liable for damage resulting from inaccurate instructions or improper packaging.

7.4 Liability Limits for Goods

Dropex's liability for loss or damage to goods is limited as set forth in the applicable Logistics & Warehouse Terms.

7.5 Delivery Windows; Delays

Delivery windows are estimates only. Dropex is not liable for delays caused by third parties or events beyond its reasonable control.

7.6 Claims Procedure

Claims must be made in accordance with the Logistics & Warehouse Terms or are waived.

8. Service Levels; Support

8.1 Standard Support

During the Term, Dropex will provide standard support via email or in-application channels during normal business hours, in accordance with its then-current support policies.

8.2 Premium Support / SLAs

Any enhanced support commitments, uptime guarantees, or service-level commitments are set forth in a separate Service Level Agreement (“SLA”) or Order Form, if applicable.

8.3 Maintenance and Downtime

Dropex may perform scheduled maintenance from time to time and will use reasonable efforts to minimize disruption.

Unscheduled downtime may occur due to emergencies, third-party service failures, or events beyond Dropex's reasonable control.

9. Security & Compliance

9.1 Security Measures

Dropex will maintain administrative, physical, and technical safeguards designed to protect the Services and Customer Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards and Dropex's SOC 2 controls and other applicable security frameworks.

Dropex's security measures are designed to provide a level of security appropriate to the risk presented by the processing of Customer Data but do not guarantee that the Services will be immune from all security threats.

9.2 Customer Security Obligations

Customer is responsible for:

• (a) maintaining the confidentiality of its login credentials and access keys;
• (b) configuring user roles, permissions, and approval workflows appropriately;
• (c) implementing reasonable security controls within Customer's own systems; and
• (d) promptly notifying Dropex of any suspected or actual unauthorized access, security incident, or compromise of Customer's Account.

Dropex is not responsible for security incidents resulting from Customer's failure to comply with this Section.

9.3 Incident Response

In the event of a confirmed security incident affecting Customer Data, Dropex will:

• (a) notify Customer without undue delay after becoming aware of the incident;
• (b) provide information reasonably necessary to allow Customer to understand the nature and scope of the incident; and
• (c) cooperate with Customer's reasonable efforts to investigate and remediate the incident, consistent with the DPA and applicable law.

10. Privacy; Data Processing; HIPAA

10.1 Privacy Policy

The Privacy Policy describes how Dropex collects, uses, discloses, and protects personal data in connection with the Services.

Customer agrees to review and comply with the Privacy Policy and to ensure that its Users and Connected Vendors are informed of the Privacy Policy to the extent required by law.

10.2 Data Processing Addendum

Where Customer acts as a controller of personal data and Dropex acts as a processor, the Data Processing Addendum (“DPA”) governs Dropex's processing of personal data on Customer's behalf and forms part of this Agreement.

In the event of a conflict between this Agreement and the DPA with respect to personal data processing, the DPA controls.

10.3 Subprocessors

Customer acknowledges that Dropex may engage subprocessors to process personal data in connection with the Services, as described in the DPA.

Dropex remains responsible for its subprocessors' compliance with this Agreement and the DPA, subject to the limitations set forth herein.

10.4 HIPAA and PHI

As stated in Section 1.3, Customer may only use HIPAA-enabled Services to create, receive, maintain, or transmit Protected Health Information (“PHI”) once a Business Associate Agreement has been executed and such Services have been expressly designated as HIPAA-eligible by Dropex.

Absent a signed BAA and written designation, Customer must not use the Services to store or process PHI, and Dropex disclaims all responsibility for PHI submitted in violation of this Agreement.

11. Acceptable Use

11.1 Acceptable Use Policy

Customer must comply with the Acceptable Use Policy (“AUP”).

Without limiting the AUP, Customer will not use the Services to:

• (a) engage in illegal, fraudulent, deceptive, or harmful activities;
• (b) violate applicable accounting, tax, financial reporting, or regulatory obligations;
• (c) infringe third-party rights, including intellectual property, privacy, or publicity rights;
• (d) upload or transmit malware, malicious code, or harmful data;
• (e) interfere with or disrupt the Services, infrastructure, or security controls;
• (f) attempt to bypass safeguards, approval mechanisms, or usage limits; or
• (g) conduct high-risk activities where failure of the Services could reasonably be expected to result in death, personal injury, or severe physical or environmental damage.

11.2 Monitoring and Enforcement

Dropex may monitor use of the Services for compliance with this Agreement and the AUP using automated and manual methods, where permitted by law.

If Dropex reasonably believes that Customer or its Users are in violation of this Agreement or the AUP, Dropex may suspend or restrict access to the Services as described in Section 17.

12. Confidentiality

12.1 Definition

“Confidential Information” means any non-public information disclosed by 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.

Confidential Information includes, without limitation, business plans, financial information, accounting data, Customer Data, security details, pricing, product information, and technical documentation.

12.2 Obligations

The Receiving Party will:

• (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement;
• (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and
• (c) not disclose Confidential Information to any third party except to employees, contractors, and service providers who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein.

12.3 Exclusions

Confidential Information does not include information that:

• (a) is or becomes publicly available without breach of this Agreement;
• (b) was known to the Receiving Party prior to disclosure without restriction;
• (c) is rightfully received from a third party without confidentiality obligations; or
• (d) is independently developed without use of the Disclosing Party's Confidential Information.

12.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives prompt notice to the Disclosing Party and cooperates in seeking protective measures.

12.5 Equitable Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive or equitable relief, in addition to other remedies available at law or equity, without posting bond.

13. Intellectual Property

13.1 Dropex IP

Dropex and its licensors retain all right, title, and interest in and to the Services, including all software, source code, object code, interfaces, models, algorithms, workflows, prompts, training techniques, documentation, trade names, trademarks, logos, and any improvements, enhancements, or derivative works thereof (collectively, “Dropex IP”).

Except for the limited rights expressly granted to Customer under this Agreement, no rights or licenses are granted to Customer in Dropex IP, whether by implication, estoppel, or otherwise.

13.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing materials, brands, workflows, templates, and intellectual property (“Customer IP”).

Nothing in this Agreement transfers ownership of Customer IP to Dropex.

13.3 Feedback

If Customer or its Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), Customer grants Dropex a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, commercialize, and incorporate such Feedback into the Services without obligation or compensation.

13.4 No Implied Licenses

Except as expressly provided in this Agreement, neither party grants the other any license or rights, whether express, implied, or otherwise.

14. Warranties; Disclaimers

14.1 Mutual Warranties

Each party represents and warrants that:

• (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
• (b) it has full power and authority to enter into this Agreement; and
• (c) its execution and performance of this Agreement does not violate any other agreement to which it is a party.

14.2 Customer Warranties

Customer represents and warrants that:

• (a) it has all necessary rights, licenses, and consents to provide Customer Data and to use the Services;
• (b) its use of the Services will comply with this Agreement and all applicable laws and regulations, including accounting, tax, and financial reporting requirements; and
• (c) it will not use the Services to process PHI unless and until a BAA is executed and HIPAA-enabled Services are expressly activated.

14.3 Service Warranty

Dropex warrants that the Services will operate in all material respects as described in the applicable Documentation.

Any professional services provided by Dropex will be performed in a commercially reasonable and workmanlike manner.

14.4 Warranty Remedies

Customer's exclusive remedy for a breach of the warranty in Section 14.3 is for Dropex to use commercially reasonable efforts to correct the nonconformity, or if Dropex fails to do so within a reasonable time, Customer may terminate the affected Services and receive a pro rata refund of prepaid, unused Fees for the affected period.

14.5 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DROPEX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, DROPEX DOES NOT WARRANT THAT:

• (a) THE SERVICES OR AI OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, OR ACCURATE;
• (b) ANY PARTICULAR ACCOUNTING, TAX, FINANCIAL, OR BUSINESS RESULT WILL BE ACHIEVED; OR
• (c) AI OUTPUTS WILL COMPLY WITH ANY REGULATORY, REPORTING, OR AUDIT REQUIREMENTS.

15. Indemnification

15.1 Customer Indemnity

Customer will defend, indemnify, and hold harmless Dropex and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (“Claims”) arising out of or related to:

• (a) Customer's or its Users' use of the Services in violation of this Agreement, the AUP, or applicable law;
• (b) Customer Data, including any allegation that Customer Data infringes or misappropriates third-party rights or violates privacy or data protection laws;
• (c) Customer's misuse of AI Outputs, failure to review or approve AI-generated actions, or reliance on AI Outputs for accounting, tax, or financial decisions; or
• (d) Customer's submission of inaccurate, incomplete, or misleading financial or accounting data.

15.2 Dropex Indemnity

Dropex will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party Claims alleging that the Services, when used by Customer as authorized under this Agreement, infringe or misappropriate a valid third-party intellectual property right.

15.3 Exclusions

Dropex's indemnification obligations under Section 15.2 do not apply to Claims arising from:

• (a) Customer's misuse of the Services;
• (b) Customer's combination of the Services with products or services not provided by Dropex;
• (c) modifications to the Services not made by Dropex; or
• (d) Customer Data or Customer Applications.

15.4 Mitigation

If the Services are, or in Dropex's reasonable opinion are likely to become, the subject of an infringement claim, Dropex may, at its option and expense:

• (a) modify or replace the Services to be non-infringing while providing substantially equivalent functionality;
• (b) obtain a license for Customer's continued use of the Services; or
• (c) if neither option is commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees for the terminated portion.

15.5 Procedure

The indemnified party must promptly notify the indemnifying party of any Claim, provide reasonable cooperation, and grant the indemnifying party sole control over the defense and settlement, provided that the indemnifying party may not settle any Claim that imposes non-monetary obligations on the indemnified party without prior written consent.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.2 General Aggregate Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 16.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DROPEX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16.3 Exclusions from the Liability Cap

The limitations in Section 16.2 will not apply to, and will not limit, liability for:

• (a) Customer's breach of the AUP or usage restrictions;
• (b) Customer's infringement or misappropriation of Dropex IP;
• (c) either party's breach of confidentiality obligations;
• (d) either party's indemnification obligations;
• (e) Customer's obligation to pay Fees; or
• (f) either party's gross negligence, fraud, or willful misconduct.

16.4 Basis of the Bargain

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 16 ARE A FUNDAMENTAL PART OF THE ALLOCATION OF RISK AND FORM A BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17. Term; Suspension; Termination

17.1 Term

This Agreement begins on the effective date of Customer's acceptance of this Agreement (“Effective Date”) and continues until all subscriptions and Order Forms have expired or been terminated (the “Term”), unless terminated earlier in accordance with this Agreement.

17.2 Subscription Terms

Each subscription or Services term is as set forth in the applicable Order Form. Subscriptions may automatically renew as specified in the Order Form unless either party provides notice of non-renewal in accordance with the Order Form.

17.3 Suspension

Dropex may temporarily suspend or restrict Customer's access to the Services if:

• (a) Customer or its Users violate this Agreement or the AUP;
• (b) undisputed Fees are more than thirty (30) days past due; or
• (c) suspension is reasonably necessary to prevent fraud, abuse, or a security incident.

Dropex will use reasonable efforts to provide notice prior to suspension and to limit suspension to the affected portion of the Services.

17.4 Termination for Cause

Either party may terminate this Agreement or any Order Form upon written notice if the other party:

• (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or
• (b) becomes insolvent, files for bankruptcy, or ceases business operations.

17.5 Effect of Termination

Upon termination or expiration of this Agreement:

• (a) Customer's right to access the Services will immediately cease, except as necessary to export Customer Data pursuant to Section 5.4;
• (b) Customer will promptly pay all Fees accrued through the effective date of termination; and
• (c) the parties will cooperate in good faith to facilitate an orderly transition of Customer Data as reasonably requested and agreed.

17.6 Survival

The following sections will survive termination or expiration of this Agreement: Sections 4 (Fees), 5.3–5.4 (Aggregate Data; Data Export), 6 (AI Features & Automation), 8.3, 9–13, 14.5, 15–21, and any provisions that by their nature should survive.

18. Changes to the Services or Agreement

18.1 Service Changes

Dropex may modify or enhance the Services from time to time, including to improve functionality, security, or performance. Dropex will not materially reduce the core functionality of the Services for an active subscription without reasonable prior notice.

18.2 Updates to Linked Policies

Dropex may update the Linked Policies from time to time. For material changes that adversely affect Customer's rights, Dropex will provide reasonable advance notice through the Services or via email. Continued use of the Services after the effective date constitutes acceptance of the updated policies.

18.3 Updates to this Agreement

For Customers accepting this Agreement on a click-through basis, Dropex may update this Agreement by posting a revised version and providing reasonable notice. If Customer does not agree to the updated Agreement, Customer must stop using the Services.

For Customers with a signed Order Form, updates to this Agreement will not apply to that Order Form unless expressly agreed in writing by both parties.

19. Governing Law; Dispute Resolution

19.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of New York, excluding its conflict-of-laws rules.

19.2 Informal Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) through discussions between senior business representatives.

19.3 Arbitration

Any Dispute that cannot be resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules.

The arbitration will take place in New York, New York, or by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Injunctive Relief

Nothing in this Agreement prevents either party from seeking injunctive or equitable relief to prevent unauthorized use or disclosure of Confidential Information, infringement of intellectual property, or breach of security obligations.

20. Miscellaneous

20.1 Entire Agreement

This Agreement, together with all Order Forms and Linked Policies, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements relating to its subject matter.

20.2 Order of Precedence

In the event of a conflict, the following order of precedence applies: (a) Order Form; (b) any applicable SLA or BAA; (c) this Agreement; (d) Linked Policies; (e) Documentation.

20.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets upon written notice. Any prohibited assignment is void.

20.4 Force Majeure

Neither party is liable for failure or delay due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, or failures of utilities or third-party service providers.

20.5 Notices

Notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form or Account records. Notices may be delivered by hand, overnight courier, or email and are deemed received upon delivery.

20.6 No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

20.7 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

20.8 Relationship of the Parties

The parties are independent contractors. This Agreement does not create any partnership, joint venture, fiduciary, or agency relationship.

20.9 Publicity

Dropex may use Customer's name and logo in customer lists or marketing materials unless Customer provides written notice to opt out. Any press release requires mutual written approval.

20.10 Export Compliance

Customer will comply with all applicable export control and sanctions laws and will not use the Services in violation of such laws.

21. Definitions

For purposes of this Agreement:

“Account” has the meaning in Section 3.1. “AI Features” and “AI Outputs” have the meanings in Section 6. “Agreement” means this Master Services Agreement. “AUP” means the Acceptable Use Policy. “BAA” means a Business Associate Agreement executed between Customer and Dropex under HIPAA. “Confidential Information” has the meaning in Section 12. “Customer Data” has the meaning in Section 5.1. “Documentation” means Dropex's technical and user documentation for the Services. “Fees” has the meaning in Section 4.1. “Order Form” means any written or electronic ordering document referencing this Agreement. “PHI” means Protected Health Information as defined by HIPAA. “Privacy Policy” means Dropex's privacy notice applicable to the Services. “Services” has the meaning in Section 1.1. “Term” has the meaning in Section 17.1. “Third-Party Services” has the meaning in Section 2.4. “User” has the meaning in Section 3.2.