Customer Terms of Service

These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our developer tools and platform (the "Services"). These Customer Terms apply both to direct use of the Services and to any expert services we offer to help customers launch, accelerate, or optimize their use of the Services ("Expert Services"). Please read these Customer Terms carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services and Expert Services. If you are an individual invited by a Customer to use the Services, the User Terms of Service (the "User Terms") govern your access and use.

THE CONTRACT

These "Customer Terms" Form a Part of a Binding "Contract”

These Customer Terms, together with any written agreement between Customer and DronaHQ and any executed Order Forms, constitute the entire binding Contract governing Customer’s acquisition and use of the Services. Any Customer-Specific Supplement applicable to Customer, by reference, is also part of this Contract. References to “DronaHQ,” “we,” “us” or “our” denote the specific corporate entity identified under “Governing Law and Venue.”

Agreement on Behalf of Customer

By purchasing subscriptions or Expert Services, inviting individuals to use the Services, or continuing to use the Services after notification of amendments to these Customer Terms, you represent and warrant that you have the authority to bind Customer to the then-current Contract.

Customer

“Customer” means the legal entity (or individual, if unaffiliated) that registers for and pays for subscription(s) to the Services. If registration is made under a corporate domain, the employer organization is the Customer and retains exclusive authority to assign roles, manage permissions, and otherwise exercise all rights under this Contract. Should Customer designate a successor representative, you agree to cooperate in transferring such authority.

Authorized Users

An “Authorized User” is any employee, contractor, or client of Customer whom Customer invites to access the Services. Authorized Users’ permissions vary by subscription type and Customer’s configuration—ranging from full development rights over Custom Apps to read-only end-user access.

Custom Apps

“Custom Apps” are the applications or workflows that Customer’s Authorized Users create within the Services by arranging DronaHQ components (e.g., tables, lists, charts, maps) on a canvas and integrating them—via APIs or other connectors—with Customer’s chosen data sources (“Databases”). Authorized Users may leverage Custom Apps to execute queries, apply business logic, and automate processes.

Customer Data

“Customer Data” is any content, data submissions, or query results provided by Authorized Users to Custom Apps or the Services. Customer retains exclusive control over how Customer Data is collected, accessed, shared, retained, or deleted. Customer alone is responsible for ensuring all data processing activities comply with applicable laws and for communicating relevant policies and system settings to its Authorized Users.

Subscription Procurement

Each Authorized User must hold an active subscription, which may be obtained via the Services interface or by executing an Order Form. Subscriptions commence upon activation and run for the term specified at checkout or in the Order Form. Unless otherwise stipulated, all subscriptions expire concurrently. During an active term, Customer may add additional subscriptions at the then-current rates; such additions will terminate on the same date as the original term.

Purchasing Decisions

Any forward-looking statements regarding planned features or roadmaps are expressions of intent only and do not form the basis of Customer’s purchasing decisions. Customer should rely solely on functionality that has been made generally available.

Beta Participation

From time to time, DronaHQ may offer pre-release or “beta” features (“Beta Products”) on an “as-is” basis without warranty. Participation is voluntary, and Customer acknowledges that Beta Products may contain defects. Customer agrees to provide feedback and understands that no contractual commitments apply to Beta Products.

Feedback License

Customer grants DronaHQ an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use, modify, and commercialize any suggestions or feedback provided by Customer or its Authorized Users without obligation or compensation.

Platform Integrations

The Services may enable connections to third-party databases, applications, AI engines, or other software components (“Non-DronaHQ Products”). Customer alone decides whether to enable such integrations and is fully responsible for any resulting exposure or processing of Customer Data. DronaHQ disclaims all warranties and liabilities arising from Customer’s use of Non-DronaHQ Products.

Privacy

Customer and its Authorized Users should consult DronaHQ’s Privacy Policy for details on how usage and performance data are collected and used.

Expert Services

If Customer elects to purchase Expert Services pursuant to its subscription plan, Customer and DronaHQ will execute an Order Form specifying the scope and fees. Expert Services are governed by the Expert Services Addendum, which is incorporated into this Contract.

CUSTOMER RESPONSIBILITIES

Compliance; Configuration

Customer and its Authorized Users shall at all times comply with (a) the Contract, including these Customer Terms; and (b) the Acceptable Use Policy.

Customer shall, at its sole cost and expense, ensure that its configuration and use of the Services and any Custom Apps— including without limitation all data queried, collected, inputted, stored or processed—comply with all applicable laws, rules and regulations and are appropriate for Customer’s intended purposes.

Customer shall ensure that any decision or action taken by Customer or its Authorized Users based on the Services or Custom Apps, including any outputs, reports or recommendations provided by DronaHQ, complies with all applicable laws, rules and regulations. Customer shall ensure that each Authorized User meets any statutory minimum age requirements for use of the Services in the relevant jurisdictions.

Authorized User Policies

Customer shall inform its Authorized Users of all Customer policies, procedures and system configurations that affect (a) their use of the Services or Custom Apps; and (b) the collection, input, processing, retention or deletion of Customer Data.

Customer shall be solely responsible for ensuring that any submission, transfer, processing or use of Customer Data by its Authorized Users is in full compliance with all applicable laws, rules and regulations.

DronaHQ Intervention Rights

If DronaHQ reasonably determines that Customer’s use of the Services or Custom Apps violates the Contract or applicable law, DronaHQ may request that Customer promptly correct the non-compliance by removing the offending Customer Data or Custom Apps, reconfiguring the Services, or disabling the relevant Non-DronaHQ Product.

If Customer fails to remediate such non-compliance within a reasonable period, or if DronaHQ reasonably determines that immediate action is necessary to prevent material harm to DronaHQ, the Services, Authorized Users, or third parties, DronaHQ may, without limiting its other rights or remedies, suspend or terminate access to such Customer Data or Custom Apps, disable the Service configuration, or take such other remedial measures as DronaHQ deems appropriate.

PAYMENT OBLIGATIONS

Services Fees

For annual subscription plans and for those monthly plans expressly designated by DronaHQ as “Prepaid Plans,” all fees are due and payable in full to DronaHQ in advance of the applicable subscription term, including any renewal periods. Prepaid Plan fees will be displayed on the Subscription Page and are calculated based on the number of Authorized Users selected by Customer.

For non-Prepaid monthly subscription plans, fees will be determined by (a) Customer’s actual usage during the relevant monthly billing cycle, and (b) DronaHQ’s then-current per-user rates. At the end of each billing cycle, DronaHQ will issue an invoice for such usage-based fees, which shall be due immediately upon receipt.

All payment obligations hereunder are non-cancellable, and unless otherwise specified in the Contract, all fees paid are non-refundable. Customer shall pay all Services fees by valid credit card, and hereby authorizes DronaHQ, its agents, and Customer’s financial institution to charge any such credit card for all amounts due under the Contract, including renewals and any applicable overage charges.

Subscription Overages

In the event Customer’s usage exceeds the limits of its subscription plan—whether a Prepaid Plan or otherwise— including any caps on Authorized Users or other usage metrics published at https://dronahq.com/pricing, Customer shall pay DronaHQ the then-applicable overage charges for such excess usage.

Expert Services Fees

If Customer purchases Expert Services, the applicable fees will be set forth in the Party’s executed Order Form. Unless otherwise agreed in writing, payment in full for Expert Services is due within thirty (30) days of the invoice date. All payment obligations for Expert Services are non-cancellable, and except as expressly provided in the Contract, all fees paid are non-refundable.

Taxes

All fees are stated exclusive of any taxes, duties, levies, or similar governmental assessments (“Taxes”), including, without limitation, value-added, sales, use, and withholding taxes. Customer is responsible for all such Taxes, excluding taxes imposed on DronaHQ’s net income. If any payment to DronaHQ is subject to withholding, Customer shall gross up such payment so that DronaHQ receives the full amount due.

Late Payments

If any amount due under this Contract is not received by DronaHQ by the specified due date, DronaHQ may, at its sole discretion and without prejudice to any other rights or remedies:

(a) Suspend or terminate Customer’s access to the Services or Expert Services upon written notice (including email) until all overdue amounts are paid in full; or

(b) Downgrade Customer’s subscription plan to the then-current free plan upon written notice.

Credits

Any promotional or other credits applied to Customer’s account shall expire upon expiration or termination of the applicable Contract, shall have no cash value, and shall not be transferable or refundable.

OUR RESPONSIBILITIES

Provision of the Services

DronaHQ will provide the Services to Customer and its Authorized Users in accordance with the Contract. DronaHQ will not use or process Customer Data except as directed by Customer, including any instructions from Authorized Users in the normal course of Service operation or as otherwise necessary to perform DronaHQ’s obligations under the Contract. DronaHQ warrants that the Services will materially conform to its then-current documentation and, subject to the provision describing DronaHQ as a platform, will not materially diminish core Service functionality during an active subscription term. Customer’s sole remedies for any breach of this warranty are those set forth under the “Termination for Cause” and “Effect of Termination” provisions of the Contract.

Service Availability

For its cloud-based Services, DronaHQ will use commercially reasonable efforts to maintain service availability twenty-four (24) hours per day, seven (7) days per week, excluding scheduled maintenance. DronaHQ anticipates that planned maintenance will be infrequent and, where feasible, will provide advance notice to Customer if any maintenance period is expected to exceed five (5) continuous minutes.

Protection of Customer Data

DronaHQ will implement and maintain administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or destruction. These safeguards will be no less protective than those maintained by DronaHQ for similar data. Prior to engaging any third-party service provider that will have access to Customer Data, DronaHQ will require that such provider maintain reasonable confidentiality and security measures. To the extent Customer Data includes personal data subject to applicable international data-export requirements, DronaHQ and Customer shall comply with any required transfer mechanisms. Customer remains solely responsible for the security, backup, and protection of Customer Data under its control, including any data processed or stored by Authorized Users or via third-party integrations.

DronaHQ Extended Family

DronaHQ may rely on its employees, affiliates, and approved contractors (collectively, the “DronaHQ Extended Family”) to fulfill its obligations under the Contract. DronaHQ shall remain responsible for the acts and omissions of the DronaHQ Extended Family in respect of any Services provided to Customer.

OWNERSHIP AND PROPRIETARY RIGHTS

Customer Ownership

All right, title, and interest in and to Customer Data and Custom Apps belong exclusively to Customer and its Authorized Users. Customer hereby grants DronaHQ and its affiliates and contractors a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export, and display Customer Data and Custom Apps solely to the extent necessary to:

• Deliver, maintain, and enhance the Services;
• Diagnose and resolve security, support, or technical issues;
• Comply with legal obligations or prevent fraud; and
• Comply with Customer’s express written instructions.

DronaHQ Ownership

DronaHQ and its licensors retain all right, title, and interest in and to the Services and all associated components, including all intellectual property rights. Subject to the terms of the Contract and the User Terms, DronaHQ grants Customer and its Authorized Users a non-sublicensable, non-transferable, non-exclusive, limited license to use the object code of those components solely to the extent necessary to access and use the Services. All rights not expressly granted hereunder are reserved by DronaHQ.

Service Improvements and Usage Information

DronaHQ may collect and analyze anonymous usage, configuration, and performance data (“Usage Information”) to improve the Services. Any enhancements derived from such Usage Information may be incorporated into the Services for the benefit of all customers. Under no circumstances will DronaHQ use Usage Information in a manner that identifies Customer or discloses Customer Data to third parties.

TERM AND TERMINATION

Contract Term

Each subscription operates for the term specified at purchase or in the Order Form. The Contract remains in effect until all subscriptions have expired or been terminated, or the Contract is otherwise terminated. Upon termination of the Contract, all associated subscriptions and Order Forms will automatically terminate.

Auto-Renewal

Unless otherwise provided in an Order Form, subscriptions will automatically renew for successive periods equal to either one (1) year or the length of the expiring term, whichever is shorter. The per-unit rates applicable to any renewal term will be the same as those in effect for the immediately preceding term. To prevent automatic renewal of a paid subscription, Customer must downgrade to a non-paid plan through its Billing settings prior to the renewal date. DronaHQ may elect not to renew any subscription by providing Customer at least thirty (30) days’ written notice before the end of the then-current term.

Termination for Cause

Either party may terminate the Contract upon written notice if the other party materially breaches any provision of the Contract and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Customer shall remain responsible for any acts or omissions of its Authorized Users. DronaHQ may terminate the Contract immediately upon written notice if it reasonably determines that Customer’s or any Authorized User’s use of the Services violates applicable law.

Termination Without Cause

Customer may terminate any free subscription at any time without cause by discontinuing use of the Services. DronaHQ may likewise terminate a free subscription without cause upon providing thirty (30) days’ prior written notice.

Effect of Termination

Termination of the Contract for any reason will not affect Customer’s obligation to pay all fees. All rights and licenses granted under the Contract will immediately cease upon termination, except to the extent expressly stated otherwise in provisions that survive termination.

Data Portability and Deletion

During an active subscription, Customer may export Customer Data via the Services, subject to any plan-specific features, Custom App configurations, and retention settings Customer has enabled. Customer acknowledges that no mechanism currently exists for exporting, transferring, or migrating Custom Apps off the platform. After expiration or termination of all subscriptions, DronaHQ will have no obligation to retain Customer Data or Custom Apps. Upon Customer’s account deletion, and unless prohibited by law, DronaHQ will delete all Customer Data and Custom Apps in its possession or control in accordance with its standard data-deletion practices.

REPRESENTATIONS; DISCLAIMER OF WARRANTIES

Customer represents and warrants that it has full authority to enter into and perform under this Contract and that it shall be responsible for the acts and omissions of its Authorized Users, including compliance with this Contract and any User Terms.

THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ITS SPECIFIC CUSTOM APP CONFIGURATIONS AND THIRD-PARTY INTEGRATIONS MAY AFFECT PERFORMANCE, AVAILABILITY, AND SECURITY. DRONAHQ DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. BETA FEATURES ARE OFFERED “AS-IS,” AND BOTH PARTIES DISCLAIM ANY WARRANTY OR LIABILITY WITH RESPECT TO SUCH PRE-RELEASE FUNCTIONALITY.

LIMITATION OF LIABILITY

Except with respect to a party’s indemnification obligations, neither Customer nor any member of the DronaHQ Extended Family shall be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits or revenues, even if advised of their possibility. The aggregate liability of Customer and the DronaHQ Extended Family arising out of or relating to this Contract, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to liability. This limitation does not apply to Customer’s payment obligations under Section 9 (“Payment Obligations”).

DRONAHQ’S INDEMNIFICATION OBLIGATION

DronaHQ shall defend and indemnify Customer against any third-party claim that the unmodified Services, as provided under this Contract, infringe or misappropriate such third party’s intellectual property rights, and shall pay any damages finally awarded or agreed in settlement, provided that Customer (i) promptly notifies DronaHQ in writing of the claim, (ii) grants DronaHQ sole control over the defense and any settlement negotiations, and (iii) provides all reasonable cooperation. DronaHQ’s indemnification obligation shall not apply to claims arising from (a) Customer Data, Custom Apps, or Non-DronaHQ Products, or (b) any modification or combination of the Services by anyone other than DronaHQ.

CUSTOMER’S INDEMNIFICATION OBLIGATION

Customer shall defend and indemnify DronaHQ and its affiliates, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) against any third-party claim alleging that (i) Customer Data or Customer’s use of Custom Apps or Non-DronaHQ Products with the Services infringes or misappropriates intellectual property rights, or (ii) Customer’s use of the Services violates applicable law. Customer shall pay all damages and reasonable attorneys’ fees finally awarded or agreed in settlement, provided that DronaHQ (a) promptly notifies Customer in writing, (b) grants Customer sole control of the defense and settlement, and (c) provides all reasonable assistance.

LIMITATIONS ON INDEMNIFICATION

An indemnified party may, at its own expense, elect to employ separate counsel. No settlement of any indemnified claim may be effected without the indemnified party’s prior written consent if the settlement (i) involves a government enforcement action, (ii) requires admissions on behalf of the indemnified party, (iii) fails to fully release all liability of the indemnified party, or (iv) imposes any obligations on the indemnified party beyond a full release and payment of damages.

CONFIDENTIALITY

Definition of Confidential Information

Each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) information that by its nature or the circumstances of disclosure should reasonably be treated as confidential. This includes, without limitation, all non-public business, technical, product, and marketing information, Order Forms, Customer Data, and Custom Apps. Information marked “Confidential” will be deemed Confidential Information. Confidential Information does not include information that (a) is or becomes publicly known through no breach of obligation by the Receiving Party, (b) was already known to the Receiving Party without restriction prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the Receiving Party.

Protection and Permitted Use

The Receiving Party shall (i) use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care; (ii) restrict access to such Confidential Information to its employees, contractors, or agents who have a need to know in order to perform this Contract and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use the Disclosing Party’s Confidential Information solely to fulfill its obligations or exercise its rights under this Contract. Confidential Information may be disclosed to financial or legal advisors provided they are subject to equivalent confidentiality obligations.

Compelled Disclosure

If the Receiving Party is legally compelled to disclose any Confidential Information, it shall (to the extent permitted by law) (a) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other remedy, and (b) cooperate with the Disclosing Party’s reasonable efforts to limit disclosure. The Disclosing Party shall reimburse the Receiving Party for reasonable costs incurred in responding to any such compelled disclosure, including costs of compiling information and providing assistance in connection with securing protective relief.

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PRODUCT-SPECIFIC TERMS FOR AGENCIES

These provisions apply to any Customer operating under an agency or freelancer arrangement (“Agency Plan”) who develops applications on behalf of third-party clients (“Agency Clients”).

Under the Agency Plan, Customer may construct prototype Custom Apps within its own instance of the Services, but must require each Agency Client to (a) establish its own separate account under these Customer Terms, (b) procure an appropriate subscription plan, and (c) import the Custom App into its own environment prior to deploying for production use. If Customer continues to host an Agency Client’s Custom App within Customer’s account beyond the prototype phase, DronaHQ may, upon at least ten (10) days’ prior written notice, suspend Customer’s Agency Plan privileges or downgrade Customer to a free subscription until the Client completes its own import.

In addition to Customer’s general indemnification obligations, Customer shall defend, indemnify, and hold harmless DronaHQ and its affiliates, officers, directors, employees, and agents against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) brought by any Agency Client arising from Customer’s acts or omissions in connection with the Agency Plan. All limitations on indemnification set forth elsewhere in these Customer Terms shall apply to this indemnification obligation.

SURVIVAL

The provisions relating to Feedback; Use of the Platform (including integrations); Removal Rights; Conditions of Use; Payment Obligations; Credits; Extended Family; Ownership and Proprietary Rights; Effect of Termination; Data Portability and Deletion; Representations and Disclaimer of Warranties; Limitation of Liability; Indemnification (both DronaHQ’s and Customer’s); Indemnification Limitations; Confidentiality; and this Survival clause, together with all provisions under the General Provisions heading, shall survive any expiration or termination of the Contract.

GENERAL PROVISIONS

Publicity

Customer grants DronaHQ the right to use Customer’s name and logo in DronaHQ’s marketing materials and customer lists, subject to Customer’s trademark usage guidelines. Customer may revoke this authorization at any time by sending written notice to DronaHQ.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract if and to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, labor disputes, utility or telecommunications failures, denial-of-service attacks, or governmental actions.

Relationship; No Third-Party Beneficiaries

The parties are independent contractors. Nothing in the Contract creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. There are no intended third-party beneficiaries.

Notices

All notices under this Contract shall be in writing and delivered by email or through the Services as specified by the parties. Notices to DronaHQ shall be sent to the contact provided for support, except that legal notices and claims must be sent to the designated legal address. Notices are effective (a) one business day after transmission by email; or (b) upon delivery if sent through the Services.

Modifications

DronaHQ may amend these Customer Terms at any time. Material changes will be communicated to Customer in advance, and will become effective as indicated in the notice. Continued use of the Services after the effective date constitutes acceptance of the modified terms.

Waiver

No delay or failure by either party to exercise any right under the Contract shall constitute a waiver of that right, nor shall a waiver of any single breach operate as a waiver of any subsequent breach. Any waiver must be in writing and signed by an authorized representative.

Severability

If any provision of the Contract is held to be invalid or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Assignment

Neither party may assign or transfer its rights or obligations under the Contract without the other party’s prior written consent, except that either party may assign the Contract in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment shall be void.

Which DronaHQ Entity is Customer Contracting With?

All references to 'DronaHQ,' 'we,' or 'us' under the Contract, what law will apply in any dispute or lawsuit arising out of or in connection with the Contract, and which courts have jurisdiction over any such dispute or lawsuit, shall be as follows:

Domicile	DronaHQ Contracting Entity	Governing Law	Venue
Anywhere	Deltecs Infotech Private Ltd	California	San Francisco County, California

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer, Authorized Personnel or any Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.