Terms of Service

Last Updated: June 10, 2026 Welcome to the Raindrop AI website located at https://raindrop.ai/ (the “Site”). If you have signed up either electronically through our Site to purchase a subscription to access and use the Platform (as defined below), and have not otherwise executed a separate written subscription agreement with us, then please read these Raindrop Terms of Service (together with your associated Order Information (as defined below), the “Agreement”) carefully because they govern your use of our hosted AI agent monitoring platform (the “Platform”). To make this Agreement easier to read, the terms “Raindrop,” “we,” and “us” refers to Invisible Tools, Inc. d/b/a Raindrop, and the term “you” refers to you and any organization that you are acting on behalf of in signing up for a subscription to the Platform. If you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of that entity and to legally bind that entity. If you do not accept the terms of this Agreement, then you are not permitted to, and you must not, access or otherwise use the Platform or the SDK (as defined below). Please also see the corresponding Privacy Policy for details on how Raindrop manages your personal data.

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1. Definitions

(a) “Authorized User” means any employee or contributor that you authorize to Use the Platform for purposes of operating and using the Site, Platform and/or SDK. (b) “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, and other similar materials in hard copy or electronic form if and as provided by or amended by Raindrop from time to time to Customer (including any revised versions thereof) relating to the Platform and SDK. (c) “Event(s)” means a defined grouping / set of interactions sent by the SDK to the Platform as initiated by Users, or as more fully described in the Documentation. (d) “Input(s)” means any of Your Data or other content submitted to, or uploaded to influence the behavior or Output of, the Platform through the SDK. “Output(s)” means any content generated by the Platform through Raindrop’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with providing the Platform, in response to your or your Authorized Users’ provision of Inputs and interaction with the Platform through the SDK. (e) “Order Information” means certain terms associated with your subscription to Use the Platform, as communicated to you at the time you signed up for a subscription electronically through our Site via our Pricing Page. (f) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity. (g) “Pricing Page” means our Pricing Page available at https://raindrop.ai, which may be updated from time to time. (h) “Raindrop IP” means the Platform and SDK, the underlying software provided in conjunction with the Platform, SDK, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Platform, SDK or any related services, Documentation and Service Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing. (i) “Raindrop SDK” means the software development kit that enables your ability to create and send Events to the Platform. (j) “Use” means to use, access and/or operate the Platform in accordance with this Agreement and any instructions provided to you by Raindrop. (k) “Your Data” means all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you, or any Authorized User to Raindrop in connection with your and your Authorized Users’ use of the Platform or SDK, including any Inputs and Outputs, but excluding, for clarity, Service Data and any Raindrop IP.

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2. Access and use

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(a) Provision of access to Platform and license to SDK

Subject to the terms and conditions of this Agreement, Raindrop hereby grants you a worldwide, non-exclusive, non-transferable (except in compliance with Section 15(f)), non-sublicensable right to Use the Platform and SDK for your internal business purposes (the “Purpose”) during the Term; provided that you (i) sign up for an account to Use the Platform and SDK in accordance with Raindrop’s then-current account registration procedures; (ii) strictly comply with the restrictions set forth in Section 2(b) and (iii) Use the Platform and SDK in accordance with the Documentation. You have the right to permit Authorized Users to Use the Platform and SDK on your behalf for the Purpose in accordance with this Agreement; provided, however, that you will remain fully and directly liable to Raindrop for any and all use of the Platform and SDK by Authorized Users as if such Use was by you yourself under this Agreement.

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(b) Use restrictions

You will not use the Platform or SDK for any purposes beyond the scope of the rights granted in this Agreement. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any Person (including, without limitation, your Authorized Users) to: (i) modify or create derivative works of the Platform, SDK or Documentation, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform or SDK, in whole or in part; (iii) sell, resell, rent or lease the use of the Platform, SDK or Documentation to any other Person, or otherwise allow any Person to use the Platform, SDK or Documentation for any purpose other than for your benefit for the Purpose in accordance with this Agreement; (iv) use the Platform, SDK to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data (including, without limitation any of Your Data) for which you do not have the necessary consents or rights to provide via the Platform or SDK; (v) interfere with, or disrupt the integrity or performance of, the Platform, SDK or any data or content contained therein or transmitted thereby; (vi) access or search the Platform or SDK (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform or SDK features provided by Raindrop for use expressly for such purposes or (vii) use the Platform, SDK, Documentation or any other Confidential Information of Raindrop for competitive analysis or benchmarking purposes, or to otherwise develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform, SDK or other Raindrop IP.

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(c) Raindrop’s Reservation of rights

Nothing in this Agreement or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Raindrop IP, other than as expressly set forth in this Agreement. As between Raindrop and you, Raindrop will exclusively own all right, title and interest in and to the Raindrop IP. All intellectual property rights created in any such improvements, modifications and derivative works of the Platform will vest solely in Raindrop upon creation, and to the extent that sole ownership does not originally vest in Raindrop, such intellectual property rights are hereby automatically and irrevocably assigned by you (and your Authorized Users) to Raindrop.

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3. Fees and payment

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(a) Fees

You will pay Raindrop all fees set forth in your Order Information (“Fees”) on and in accordance with the payment dates specified in your Order Information. All Fees are non-refundable and payable in U.S. dollars or any other currency that may be designated in your Order Information. Raindrop reserves the right to change the Fees, applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to you (which may be sent by email). Except as otherwise designated in your Order Information, Fees will be paid by the approved credit card that you designate when you sign up to Use the Platform on our Site. You hereby authorize us to initiate all payment transactions for Fees from your approved credit card when such Fees are due. Any and all Fees hereunder that are not paid to Raindrop when due will accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is greater. You will reimburse Raindrop for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting overdue amounts hereunder. In the event of a conflict between this Agreement and the Order Information with respect to Fees, the Order Information will control and govern. In all other cases, this Agreement will control and govern.

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(b) Taxes

All Fees and other amounts payable to Raindrop hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties (the “Taxes”), payment of which will be your sole responsibility (excluding any Taxes based on Raindrop’s net income). You will promptly reimburse Raindrop for any such amounts that Raindrop pays on your behalf.

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4. Confidential information

“Confidential Information” means any information that one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure. For clarity, the Platform and the Documentation will be deemed Confidential Information of Raindrop and Your Data will be deemed your Confidential Information. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Raindrop may use and modify your Confidential Information in deidentified form for purposes of developing and deriving Service Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (A) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (B) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

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5. Privacy Policy

You hereby acknowledge that you have reviewed the Raindrop Privacy Policy.

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6. Support

As part of your subscription to the Platform, Raindrop will provide reasonable support in connection with the Platform in accordance with the support terms set forth in your Order Information.

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7. Feedback

From time-to-time you or your Authorized Users may provide Raindrop with suggestions, comments and feedback with regard to the Platform (collectively, “Feedback”). You, on behalf of yourself and your Authorized Users, hereby grant Raindrop a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Raindrop’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Platform.

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8. Data license; Customer’s reservation of rights

(a) As between you and Raindrop and except as set forth in Section 8(b), you will own and retain all right, title and interest in and to all Your Data. Nothing in this Agreement or the performance thereof will operate to grant Raindrop any right, title or interest, whether by implication, estoppel or otherwise, in or to the intellectual property rights in Your Data other than as expressly set forth in this Agreement. (b) You hereby grant Raindrop a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Data to enable you to use the Platform and for Raindrop to provide you with the Platform and SDK for which you have subscribed. In addition, Raindrop may develop or derive insights solely in deidentified form from (i) Your Data; or (ii) you and your Authorized Users’ use of the Platform, including, without limitation, any usage data, metrics, metadata or trends with respect to the Platform (including the workspaces therein) and its component features and functionalities (“Service Data”). Raindrop may use Your Data to train or fine-tune machine learning or artificial intelligence models solely for your benefit and use. (c) You hereby represent, warrant and covenant to Raindrop that you have obtained and will obtain all necessary consents with respect to any and all of Your Data hosted, collected, stored or transmitted through the Platform to the extent necessary (i) for you and Raindrop to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant the licenses contemplated by Section 8(b).

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9. Representations and warranties

Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

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10. Indemnification

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(a) Raindrop Indemnification

Subject to Sections 10(b) and 10(e), Raindrop will defend and pay all damages finally awarded against you pursuant to a final, valid and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against you arising from the Platform’s or SDK’s infringement of such third-party’s intellectual property rights.

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(b) Exclusions

Raindrop’s obligations under Section 10(a) will not apply if and to the extent the underlying third-party claim arises from (i) your breach of this Agreement, negligence, willful misconduct or fraud; (ii) modifications to the Platform by anyone other than Raindrop; or (iii) combinations of the Platform of with software, data or materials not provided by Raindrop, including, without limitation, Your Data.

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(c) IP remedies

If Raindrop reasonably believes the Platform, or SDK (or any component thereof) could infringe any third party’s intellectual property rights, Raindrop may, at its sole option and expense: (i) procure the right for you to continue using the Platform or SDK (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Platform, SDK (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Raindrop on commercially reasonable terms, then Raindrop may suspend or terminate your use of the Platform or SDK, as applicable, upon notice to you. The rights and remedies set forth in Sections 10(a) – (c) shall constitute your sole and exclusive remedy for any intellectual property infringement by the Platform or SDK.

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(d) Your indemnification

Subject to Section 10(e), you will defend and pay all damages finally awarded against Raindrop pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against Raindrop arising from: (i) any of Your Data stored, collected, hosted or transmitted in violation of applicable laws, rules and regulations or this Agreement; and (ii) any breach of the restrictions set forth in Section 2(b).

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(e) Indemnification procedures

The party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfil its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

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11. Disclaimers

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND RAINDROP MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON REGARDING THE SOFTWARE OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAINDROP HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, RAINDROP HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SOFTWARE WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. (b) DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT GENERATED BY THE PLATFORM MAY NOT BE UNIQUE AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR YOU OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE PLATFORM MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, INCOMPLETE, OFFENSIVE OR OTHERWISE UNDESIRABLE, INCLUDING WITHOUT LIMITATION AS A RESULT OF HALLUCINATION. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF ANY OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THE QUALITY AND NATURE OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT GENERATED BY THE PLATFORM. NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, RAINDROP WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM ANY INPUT PROVIDED TO, OR THE USE OF ANY OUTPUT GENERATED BY, THE PLATFORM. (c) PII GUARD IS PROVIDED AS A TOOL TO ASSIST IN REDACTING PERSONALLY IDENTIFIABLE INFORMATION AND OTHER SENSITIVE DATA. YOU ARE SOLELY RESPONSIBLE FOR PROPERLY CONFIGURING PII GUARD AND SELECTING THE APPROPRIATE REDACTION SETTINGS FOR YOUR USE CASE. RAINDROP DOES NOT GUARANTEE THAT PII GUARD WILL IDENTIFY, DETECT, OR REDACT ALL PERSONAL INFORMATION, SENSITIVE DATA, OR OTHER CONTENT YOU MAY WISH TO EXCLUDE. RAINDROP SHALL NOT BE LIABLE FOR ANY FAILURE TO PROPERLY REDACT PERSONAL INFORMATION, WHETHER DUE TO MISCONFIGURATION, LIMITATIONS OF PATTERN MATCHING OR AI-BASED DETECTION, OR OTHERWISE. USE OF PII GUARD DOES NOT GUARANTEE DE-IDENTIFICATION OF DATA, ANONYMIZATION, OR COMPLIANCE WITH ANY APPLICABLE PRIVACY OR DATA PROTECTION LAWS, REGULATIONS, OR STANDARDS, INCLUDING WITHOUT LIMITATION THE CALIFORNIA CONSUMER PRIVACY ACT (CCPA), THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE GENERAL DATA PROTECTION REGULATION (GDPR), OR ANY OTHER FEDERAL, STATE, OR INTERNATIONAL PRIVACY REQUIREMENTS. YOU REMAIN SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE PLATFORM, INCLUDING PII GUARD, COMPLIES WITH ALL APPLICABLE LAWS AND FOR IMPLEMENTING ANY ADDITIONAL SAFEGUARDS NECESSARY TO PROTECT PERSONAL INFORMATION.

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12. Limitations of liability

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(a) Exclusion of damages

EXCEPT FOR RAINDROP’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL RAINDROP BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE PLATFORM, SITE OR SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

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(b) Total liability

IN NO EVENT WILL RAINDROP’S TOTAL LIABILITY TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE PLATFORM, SITE OR SDK EXCEED THE FEES ACTUALLY PAID BY YOU TO RAINDROP IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RAINDROP, AS APPLICABLE.

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13. Term and termination

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(a) Term

The term of this Agreement will begin on the effective date in the Order Information, and will expire at the end of the initial term specified in the Order Information (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive one-month terms (the Initial Term, together with any renewal term, the “Term”), unless Raindrop or you provides the other with at least twenty (20) days’ written notice of its intent not to renew prior to the end of the then-current term.

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(b) Termination

Without limiting any right or remedy available to either party, either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

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(c) Survival

This Section 13(c) and Sections 1, 2(b), 2(c), 3, 4, 5, 7, 8, 10, 11, 12, 13(d), and 15 survive any termination or expiration of this Agreement.

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(d) Effect of Termination

Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will immediately terminate; and (ii) you will return or destroy, at Raindrop’s sole option, all Raindrop Confidential Information in your possession or control, including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) and the SDK from any storage devices or other hosting environments that are in your possession or under your control, and at Raindrop’s request, certify in writing to Raindrop that such Confidential Information has been returned, destroyed or deleted. No expiration or termination will affect your obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle you to any refund.

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14. Trademarks

(a) You hereby grant Raindrop a limited, non-exclusive, royalty-free license to use and display your name, designated trademarks and associated logos (“Your Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Platform; and (ii) Raindrop’s marketing and promotional efforts for its products and services, including by publicly naming you as a customer of Raindrop, including on the Site. All goodwill and improved reputation generated by Raindrop’s use of Your Marks inures to your sole and exclusive benefit. (b) Raindrop will use Your Marks only in the form stipulated by you and will conform to and observe such standards as you prescribe from time to time, including standards relative to the quality, design, identity, size, position, appearance, marking and color of Your Marks, and the manner, disposition and use of Your Marks in connection with the license granted hereunder.

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15. Miscellaneous

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(a) Entire agreement

This Agreement, together with the Order Information and any other terms or other documents incorporated herein by reference, are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter, including any prior terms of service. This Agreement may be amended or modified only by a written document assented by duly authorized representatives of the parties.

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(b) Notices

Raindrop may provide notices to you by posting them on the Site, by providing electronic notification via the Platform, or by email to the address associated with your account. You may provide notices to us via email at: support@raindrop.ai. All notices are effective upon posting or when delivered.

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(c) Waiver

Except as otherwise set forth in this Agreement, either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.

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(d) Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

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(e) Governing law; Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

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(f) Assignment

Raindrop may freely assign its rights and obligations under this Agreement. You may not assign or transfer this Agreement, by operation of law or otherwise, without Raindrop’s prior written consent; provided, however, that you may assign your rights or delegate your obligations, in whole or in part, without such consent, to (i) one or more of your affiliates, or (ii) a third party that succeeds to all or substantially all of your business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise; provided that, in either case of (i) and (ii) such affiliate or other entity (as applicable) agrees in writing to assume all of your obligations hereunder. Any attempt to assign or transfer this Agreement without such consent will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

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(g) Equitable relief

Each party hereby agrees that any breach of this Agreement may cause such other party to incur irreparable harm and significant injury that would be difficult to ascertain and would not be compensable by damages alone. Accordingly, each party agrees that, in addition to any other rights and remedies that the non-breaching party may have at law or otherwise with respect to such a breach, the non-breaching party will have the right to seek specific performance, injunction or other appropriate equitable relief.

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(h) No third-party beneficiaries

Unless otherwise expressly provided, no provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits under or by reason of this Agreement.

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(i) Force Majeure

Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

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(j) Subcontractors

Raindrop may use subcontractors and other third-party providers in connection with the performance of its obligations hereunder as it deems appropriate; provided that Raindrop remains responsible for the performance of each such subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting or payment vendors, Raindrop will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Raindrop.

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(k) Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

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(l) Export Regulation

You affirm that you are not named on, owned by, or acting on behalf of any U.S. government denied-party list, and you agree to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Platform, SDK, any of Your Data, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. You will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.