1. Definitions

(a) “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 50% or more of voting rights or similar interest.
(b) “Documentation” means user guides, specifications, manuals and reference materials provided by Droog (including online versions) as may be updated from time to time.

(c) “Licensee Data” means all electronic data or information submitted by Licensee through the Software and under Licensee’s control (excluding public data and data outside Licensee’s control).
(d) “Order” means the signed or executed order form, quote or other ordering document between Licensee and Droog that references this Agreement.

(e) “Software” means the Droog AI conversational assistant service, any associated online and/or offline components, any updates, upgrades, patches, new versions or modules provided by Droog under this Agreement.
(f) “Use” means to access or utilise the service in the manner permitted by this Agreement.

2. Proprietary Rights

The Software, its components, the Documentation, any related application programming interfaces (APIs), and any modifications, updates or derivative works are licensed, not sold, to Licensee. Droog, its Affiliates and its licensors retain ownership of all rights, titles and interests (including intellectual property rights) in and to the Software and Documentation. Licensee acknowledges that any enhancements, updates or modifications created by Droog (even if based on Licensee’s feedback) shall remain the sole property of Droog.

3. Grant of License

3.1 License Grant by Droog. Subject to Licensee’s compliance with this Agreement (including payment of applicable fees, if any), Droog grants Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Software, in the territory and scope described in the applicable Order, for the number of seats/devices/users specified in the Order. The license may only be assigned or transferred when a seat/device/user is deregistered or otherwise in accordance with the Order.

3.2 Licensee is not permitted to download, copy, or locally store any portion of the Service except as explicitly permitted by Droog.

3.3 Licensee Obligations. Licensee shall (i) be responsible for its use of the Software, compliance by its users and Affiliates with this Agreement; (ii) be responsible for the accuracy, quality, legality and integrity of Licensee Data; (iii) use commercially reasonable efforts to prevent unauthorised access to or use of the Software and to notify Droog promptly of any such unauthorised use; (iv) use the Software only as permitted under this Agreement, the Documentation and applicable laws and regulations; (v) maintain confidentiality of any credentials, passwords or security settings provided in connection with the Software.

4. Use Restrictions

Except as expressly permitted, Licensee shall not:
(a) rent, lease, lend, sell, sublicense, distribute or transfer the Software or rights to the Software;
(b) permit third-party access to the Software except as expressly authorised in the Order or in writing by Droog;
(c) decompile, disassemble, reverse-engineer, adapt, translate or create derivative works of the Software or any part thereof;
(d) use the Software to store or transmit infringing, unlawful, libellous, tortious or otherwise objectionable material, or to violate third-party privacy or intellectual property rights;
(e) interfere with or disrupt the integrity or performance of the Software or any associated systems, networks or services;
(f) Use the Software in a manner which exceeds service limits or uses specified by Droog (e.g., concurrent-users, message-volume, API-calls) unless authorised;
(g) Use the Software to build a competitive product or service, or to copy features, functions or graphics of the Software for the benefit of a competitor.

If Licensee breaches any of the restrictions above, Droog’s rights to provide the Software may be terminated automatically, and Droog may pursue other remedies available by law or in equity.

5. Updates, Upgrades & Maintenance

Droog may, from time to time, release updates, upgrades, patches or new versions of the service. Such releases may differ in functionality, features or requirements from the version previously licensed. Licensee agrees use the updated service as reasonably required for security or compatibility purposes. Droog is not obliged to provide any specific update or upgrade unless specified in the Order or a separate support/maintenance agreement.

6. Fees & Payment

Licensee shall pay all fees applicable to the selected subscription plan in accordance with the pricing and payment terms displayed on the Service or otherwise agreed in writing. All fees are non-refundable except as expressly stated in this Agreement or as required by applicable law.

Access to and use of the Service may require account registration, authentication, and active internet connectivity. By using the Service, Licensee consents to the collection and processing of account-related and usage data (such as user identifiers, session activity, and service usage metrics) solely for service provision, billing, security, analytics, and compliance with this Agreement.

7. Licensee Data; Use of Data

7.1 Licensee Data Ownership. Licensee retains all right, title and interest in and to the Licensee Data.

7.2 Diagnostic & Usage Data. Licensee acknowledges that the Software may collect certain diagnostic, technical or usage data (metadata) to enable the provision of updates, support, and to improve the Software. Such data shall be collected in a form that does not personally identify Licensee’s end-users (unless consent is obtained).

7.3 Licensee Responsibility. Licensee is responsible for ensuring its use of the Software (including any collection, processing or storage of end-user data) complies with all applicable laws, regulations (including data-protection/privacy laws) and obtains any required consents from end-users.

7.4 Suspension of Licensee Data. If Droog becomes aware of any allegation that the Licensee Data violates this Agreement, law or third-party rights, Droog may suspend or delete access to such Data, and may notify relevant authorities where required.

8. Warranty & Disclaimer

8.1 Limited Warranty.

For a period of ninety (90) days from the date the Licensee first accesses the Service, Droog warrants that the Service will operate substantially in accordance with the applicable Documentation under normal and intended use. Licensee must promptly notify Droog of any material non-conformance.

If Droog is unable to correct the material non-conformance within a reasonable period, Licensee’s sole and exclusive remedy shall be termination of the applicable subscription and, where applicable, a refund of any prepaid fees for the unused portion of the affected subscription term.

8.2 Disclaimer.

Except as expressly stated in this Agreement, the Service is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, reliability, or compatibility.

Droog does not warrant that the Service will be uninterrupted, error-free, secure, or free from vulnerabilities, nor that it will meet all of Licensee’s requirements or operate in combination with any third-party systems, services, software, or hardware.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Droog’s total liability arising out of or in connection with this Agreement (whether in contract, tort, negligence, strict liability or otherwise) shall in no event exceed the amount of fees actually paid by Licensee to Droog under the applicable Order during the 12 months preceding the claim. Under no circumstances shall Droog or its suppliers be liable for any indirect, special, incidental, consequential or punitive damages (including business interruption, loss of profits, loss of data, cost of substitute services) even if notified of the possibility of such damages.

10. Term and Termination

10.1 Term. The license commences on the Effective Date and continues for the term specified in the Order (e.g., perpetual or subscription term) unless terminated earlier in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement if the other party breaches a material provision and fails to cure the breach within 30 days of written notice (or such shorter period if required). Droog may terminate immediately if Licensee fails to pay fees when due or uses the Software in an unauthorised manner.

10.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Software, destroy or return all copies and certify destruction if requested. Termination does not relieve Licensee of any payment obligations accrued before termination or any obligations which by their nature survive (including confidentiality, limitation of liability).

10.4 Survival. The provisions of Sections 2, 4, 7, 8, 9, 10.3, 10.4 and any other clause which by its nature should survive termination shall remain in effect.

11. Export Controls and Sanctions

Licensee agrees not to export, re-export or transfer the Software or any direct product of the Software to any country, entity or person prohibited by the laws or regulations applicable (including India, United Nations, EU or U.S. sanctions regimes). Licensee is responsible for compliance with all export, import, re-export and sanctions laws.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The parties agree that the courts having jurisdiction over the registered office of Droog Technologies Private Limited shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, except where prohibited by mandatory consumer protection laws.

13. Payements

Certain features of the Service may be offered on a paid basis. Where applicable, payments are processed through third-party payment service providers.

We do not collect, store, or process payment card details directly. All payment information is submitted securely to our authorised third-party payment processors, and the handling of such information is governed by their respective privacy policies. These payment processors comply with the Payment Card Industry Data Security Standard (PCI-DSS), as administered by the PCI Security Standards Council, a joint initiative of major card brands including Visa, Mastercard, American Express, and Discover. PCI-DSS standards are designed to ensure the secure processing and protection of payment information.

The payment processors we work with are:

Paddle

is our merchant of record. Their privacy policy can be viewed at https://www.paddle.com/legal/privacy

14. Subscriptions

Certain features of the Service are offered on a subscription basis (“Subscriptions”). Subscriptions are billed in advance on a recurring basis (each a “Billing Cycle”). Billing Cycles may be monthly or annual, depending on the subscription plan selected at the time of purchase.

Unless cancelled by you or by Droog Technologies Private Limited (“Droog”), your Subscription will automatically renew at the end of each Billing Cycle under the same terms and conditions. You may cancel your Subscription renewal at any time through your account management settings or by contacting Droog’s customer support.

A valid payment method is required to activate and maintain a Subscription. You agree to provide accurate, complete, and up-to-date billing information, including your full name, billing address, contact details, and valid payment method. By submitting such information, you authorise Droog to charge all applicable Subscription fees to the designated payment method in accordance with the selected Billing Cycle.

If automatic billing fails for any reason, Droog may issue an electronic invoice requiring manual payment. Full payment must be completed within the timeframe specified on the invoice to avoid interruption or suspension of the Service.

Price Changes

Droog Technologies Private Limited reserves the right to modify Subscription fees at any time. Any change in pricing will become effective at the end of the then-current Billing Cycle. We will provide reasonable prior notice of any price change by posting the updated pricing on the Service and/or by notifying you via the email address associated with your account.

Your continued use of the Service after the price change takes effect constitutes your acceptance of the revised Subscription fees. If you do not agree to the price change, you must cancel your Subscription before the start of the new Billing Cycle.

15. Free Trial

Droog Technologies Private Limited may, at its sole discretion, offer certain Subscriptions with a free trial period of fourteen (14) days (“Free Trial”). Free Trials are available on a limited basis and are offered only once per user account, unless otherwise expressly stated.

To enrol in a Free Trial, you may be required to provide valid billing information. No charges will be applied during the Free Trial period. Unless you cancel the Subscription before the Free Trial period expires, your Subscription will automatically convert to a paid Subscription at the end of the Free Trial, and the applicable Subscription fees for the selected plan will be charged to your designated payment method.

16. Fair Usage Policy (FUP)

Droog Technologies Private Limited is committed to delivering a reliable and high-quality Service to all users. To ensure fair access and system stability, usage of the Service must remain within reasonable and intended limits. Excessive or abusive usage by a single user may adversely affect service performance for others.

Users are responsible for selecting subscription plans that reasonably correspond to their anticipated usage, business size, and operational requirements. Users with higher-than-average usage needs may be required to upgrade to a higher-tier subscription, request a custom plan, or access the Service through an applicable business or enterprise API offering.

The Service usage patterns of most users remain within acceptable limits. However, usage that materially exceeds normal or permitted thresholds may result in temporary or permanent restrictions on access to the Service, with or without prior notice.

To maintain platform security and service integrity, Droog actively monitors for automated, abusive, or non-human usage patterns. Each account is intended for use by a single individual only. Account sharing, credential sharing, or resale of access—particularly for commercial or monetary gain—is strictly prohibited.

Violation of this Fair Usage Policy, including excessive usage or unauthorised account sharing, may result in account suspension or termination. In such cases, access to the Service may be restricted or revoked without prior notice, and no refunds will be issued, except where required by applicable law.

17. Refund Policy

Right to Cancel and Refunds

If you purchase a Subscription or other paid Service from Droog Technologies Private Limited, you may request a refund within fourteen (14) days from the date of purchase (“Refund Window”), provided that the Service has not been fully consumed or substantially used during that period.

To request a refund, you must contact Droog’s customer support within the Refund Window using the contact details provided on the Service. Approved refunds will be processed using the original payment method and in accordance with the policies of our authorised payment processor.

After the expiration of the fourteen (14) day Refund Window, all payments are non-refundable, except where refunds are required by applicable law.

Subscriptions

For Subscription-based Services, cancellation will take effect at the end of the then-current Billing Cycle. No partial refunds or credits will be issued for unused portions of a Billing Cycle, except where required by law or expressly stated otherwise in this Agreement.

Free Trials

If you cancel a Subscription before the end of an applicable free trial period, you will not be charged. Once a free trial converts into a paid Subscription, the Refund Policy described above will apply.

Legal Compliance

Nothing in this Refund Policy affects your statutory rights under applicable consumer protection laws. Where local law requires a longer refund period or additional consumer rights, those rights will prevail.

18. Miscellaneous

(a) Entire Agreement. This Agreement (including the Order, Documentation, and Privacy Policy) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals (oral or written).
(b) Amendment. This Agreement may only be amended by a written instrument signed by both parties.
(c) Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
(d) Waiver. Failure to enforce any right shall not constitute a waiver of that right.
(e) Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without Droog’s prior written consent; Droog may assign this Agreement to an Affiliate or successor.
(f) Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
(g) Language. If this Agreement is translated into another language, the English version shall prevail in case of conflict.