Last updated: February 11, 2026
These Terms of Use constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "User"), and Dryft Analytics Corp., a Delaware corporation ("Company," "we," "us," or "our"), concerning your access to and use of the Dryft platform, website, application, and any related services (collectively, the "Platform"). The Platform provides financial analysis tools that enable qualified valuation professionals to upload client financial data and related documents ("Client Data") and generate downloadable financial models and related outputs ("Outputs").
You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted. If you do not agree to any modified Terms, your sole and exclusive remedy is to discontinue use of the Platform and delete your account.
The Platform is currently in a minimum viable product ("MVP") / beta stage of development. The features, functionalities, and availability of the Platform are subject to change, modification, suspension, or discontinuation at any time, with or without notice, at our sole discretion. Your participation in the MVP stage does not entitle you to any future access, pricing, features, or preferential treatment upon commercial launch. Upon launch of a commercial version, you may be required to accept new or updated terms as a condition of continued access.
By using the Platform, you represent and warrant that:
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform.
By uploading Client Data to the Platform, you represent, warrant, and agree that:
(a) Authorization. You have obtained all necessary consents, permissions, and authorizations from your end-clients and any other relevant third parties to upload, transmit, and process their Client Data through the Platform, including authorization to share such data with a third-party cloud-based service. You are solely responsible for ensuring compliance with all applicable laws, regulations, and contractual obligations, including any confidentiality or data protection obligations owed to your end-clients.
(b) Engagement Letters. You maintain your own independent engagement letters or service agreements with your end-clients. We have no direct or indirect relationship, contractual or otherwise, with your end-clients and shall not be deemed a party to, or bound by, any agreement between you and your end-clients.
(c) Accuracy. You are solely responsible for the accuracy, completeness, and legality of all Client Data uploaded to the Platform. We do not independently verify, validate, or audit any Client Data and assume no responsibility for errors, omissions, or inaccuracies therein.
(d) Compliance. You shall comply with all applicable federal, state, local, and international laws in connection with your use of the Platform, including securities laws, data protection and privacy laws, professional licensing requirements, and applicable export control and sanctions laws.
THE PLATFORM AND ALL OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND ANALYTICAL PURPOSES ONLY. We are a technology service provider and make no representations as to the accuracy, adequacy, completeness, or reliability of any information contained on the Platform or in any Output. You understand and agree that Outputs do not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained therein.
Outputs do not constitute and shall not be construed as: (a) a formal valuation opinion or professional appraisal; (b) financial, investment, legal, tax, or accounting advice; (c) a recommendation or endorsement of any particular course of action; or (d) a substitute for the independent professional judgment of a qualified valuation professional.
You are solely responsible for reviewing, verifying, and independently validating all Outputs before relying upon or distributing them to any third party, including your end-clients.
NO FIDUCIARY, ADVISORY, OR PROFESSIONAL RELATIONSHIP. Nothing in these Terms or in your use of the Platform creates any fiduciary duty, advisory relationship, professional-client relationship, joint venture, partnership, agency, or employment relationship between the Company and you, your end-clients, or any other third party.
NO DUTY TO MONITOR OR AUDIT. We have no duty or obligation to review, monitor, audit, verify, or validate any Client Data or Output. We make no representation that any Output will conform to any particular professional standard, methodology, regulatory requirement, or industry practice.
YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. The Platform is in an MVP/beta stage of development and has not undergone the level of testing, validation, or quality assurance associated with a commercially released product. You specifically acknowledge and assume the following risks:
Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, algorithms, methodologies, models, templates, formatting, designs, text, and graphics on the Platform (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws. The Content and the Marks are provided on the Platform "AS IS" for your use only. No part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited without our express prior written permission. We reserve all rights not expressly granted to you.
(a) User Data Ownership. You retain all ownership rights in and to the Client Data you upload. By uploading Client Data, you grant us a limited, non-exclusive, non-transferable license to process such data solely for the purpose of providing the Platform's services to you.
(b) Output Ownership. Subject to our retained intellectual property rights in the underlying methodology, algorithms, templates, and formatting, you own the Output generated from your Client Data. This ownership applies only to the data-specific content of the Output and does not extend to any underlying Company IP embodied therein.
(c) Aggregated Data. We may collect, aggregate, and anonymize data derived from your use of the Platform, provided that such data does not identify you or any of your end-clients. We own all right, title, and interest in such aggregated and anonymized data and may use it for any lawful purpose, including product improvement, benchmarking, research, and analytics.
(d) Feedback. If you provide us with any suggestions, ideas, feature requests, bug reports, or other feedback ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without attribution or compensation to you.
(a) Data Storage. Client Data uploaded to the Platform is stored on reputable, U.S.-based cloud infrastructure. We employ commercially reasonable administrative, technical, and physical safeguards to protect Client Data from unauthorized access, use, or disclosure.
(b) Data Retention. Client Data shall be retained on the Platform for a reasonable period of time following upload, after which it shall be deleted from our active systems. Upon account deletion by a User, all associated Client Data shall be permanently deleted. Residual copies may persist in backup systems for a limited period following deletion, subject to the same security protections.
(c) No Training Use. We do not use Client Data to train machine learning models, improve algorithms, or for any purpose other than generating the Output requested by the User.
(d) Account Deletion. You may delete your account at any time through the Platform, at which point all associated Client Data shall be permanently deleted. It is your sole responsibility to download and retain copies of any Outputs or Client Data prior to account deletion. We shall have no obligation to maintain or provide any data following deletion, and we shall have no liability for the deletion of any such data.
(e) Security. While we implement commercially reasonable security measures, no system is completely secure. We do not guarantee that Client Data will not be subject to unauthorized access or breach, and you acknowledge and accept the inherent risks associated with the electronic transmission and storage of data.
(f) Data Breach Notification. In the event that we become aware of a security breach resulting in unauthorized access to or disclosure of Client Data, we shall notify affected Users in accordance with applicable law. Such notification shall not constitute an admission of fault or liability.
(g) Third-Party Service Providers. You acknowledge that we may engage third-party service providers and infrastructure partners to assist in the provision of the Platform. We shall use commercially reasonable efforts in the selection and oversight of such providers but shall not be liable for any acts, omissions, or breaches by any third-party provider.
(h) Electronic Communications. By creating an account, you consent to receive all communications from us electronically, including notices, agreements, and disclosures via email or by posting on the Platform. You agree that all electronic communications satisfy any legal requirement that such communications be in writing, including requirements under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.
We reserve the right to charge fees for access to or use of the Platform, and to introduce, modify, or discontinue any pricing, subscription plans, or fee structures at any time upon reasonable notice. Continued use of the Platform following the introduction or modification of any fees constitutes your acceptance of the applicable pricing terms. Nothing in these Terms obligates us to offer the Platform at any particular price or at all.
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; (B) ANY OUTPUT WILL BE ACCURATE, RELIABLE, COMPLETE, CORRECT, OR TIMELY; (C) ANY OUTPUT WILL CONFORM TO ANY PARTICULAR PROFESSIONAL STANDARD, METHODOLOGY, OR REGULATORY REQUIREMENT; OR (D) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, INVESTORS, SUCCESSORS, OR ASSIGNS (THE "COMPANY PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THESE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT SHALL THE COMPANY PARTIES' TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF (I) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIFTY DOLLARS ($50.00).
THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
SOLE AND EXCLUSIVE REMEDY. Your sole and exclusive remedy for any dissatisfaction with the Platform, any Output, or these Terms shall be to cease using the Platform and delete your account.
You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate with our defense and shall not settle any claim without our prior written consent.
You hereby irrevocably release, acquit, and forever discharge the Company Parties from any and all claims, demands, damages, liabilities, and causes of action of every kind, whether known or unknown, suspected or unsuspected, arising from or relating to your use of the Platform or any Output, including claims arising from: (a) any inaccuracy, error, or omission in any Output; (b) any reliance by you or any third party on any Output; (c) any loss of data, business interruption, or system downtime; and (d) any claim that the Platform failed to meet your expectations or professional requirements.
CALIFORNIA RESIDENTS: YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU ALSO WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT.
(a) Binding Arbitration. Any dispute arising out of or relating to these Terms or the Platform shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator shall apply Delaware law and shall have no authority to award punitive or exemplary damages.
(b) Class Action Waiver. YOU AND THE COMPANY 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 CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
(c) Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.
(d) Statute of Limitations. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE FILED WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CLAIM, OR SUCH CLAIM SHALL BE PERMANENTLY BARRED.
(e) Injunctive Relief. Notwithstanding the foregoing, we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property rights or confidential information.
(f) Prevailing Party. In any proceeding arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. To the extent any lawsuit or court proceeding is permitted hereunder, you submit to the exclusive personal jurisdiction of the state and federal courts located in the State of Delaware and irrevocably waive any objection to venue or any claim of inconvenient forum.
You may terminate your account and these Terms at any time by deleting your account through the Platform. It is your sole responsibility to download any Outputs or Client Data prior to deletion.
We reserve the right to suspend, restrict, or terminate your access to the Platform at any time, for any reason or no reason, with or without notice, at our sole discretion. We shall have no liability to you for any termination or suspension.
Upon termination: (a) all rights and licenses granted to you shall immediately cease; (b) you shall immediately discontinue all use of the Platform; and (c) we shall have no obligation to retain any data.
Survival. Sections 2 through 14 and Section 16 shall survive any termination or expiration of these Terms.
(a) Entire Agreement. These Terms constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior agreements and understandings.
(b) Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.
(c) Waiver. No waiver of any term shall be deemed a further or continuing waiver. Our failure to assert any right shall not constitute a waiver of such right.
(d) Assignment. You may not assign these Terms without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
(e) Force Majeure. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, cyberattacks, or third-party service provider outages.
(f) No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity, including your end-clients. No end-client or third party shall have any right to enforce any provision of these Terms.
(g) Independent Contractors. The relationship between the Company and you is that of independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
(h) Construction. These Terms shall not be construed against the drafter. Section headings are for convenience only. The word "including" means "including without limitation."
(i) Notices. Notices to us shall be sent by email to the address designated on the Platform. We may provide notices to you via the email associated with your account or by posting on the Platform.