Terms & Conditions

This Master Services Agreement (“Agreement”) governs the services provided by Drizzle (“Company,” “we,” “us”) to you (“Client,” “you”). By engaging our services, you agree to these terms. This Agreement is effective as of the date of the first Statement of Work between the Company and the Client.

1. Services & Statement of Work (SOW)

The specific services, deliverables, timelines, and fees for each engagement (e.g., “The Drizzle Blueprint,” “The Drizzle AI Launchpad”) will be defined in a separate Statement of Work (SOW) document, which will be signed by both parties and will be governed by this Agreement. Any changes to the scope of an SOW must be agreed upon in writing.

2. Fees & Payment

The Client agrees to pay the fees as specified in the applicable SOW. Unless otherwise stated in the SOW, all invoices are due upon receipt. Payments not made within 30 days of the invoice date will be considered overdue.

3. Intellectual Property Rights

This clause is central to our “You Own It 100%” promise.

• Client Property: Upon full payment of the fees specified in an SOW, the Client will own the “Deliverables.” The Deliverables consist of the specific Infrastructure as Code, configurations, and documentation created and delivered exclusively for the Client as part of the project.
• Drizzle Property: The Company retains all rights, titles, and interests in its “Pre-Existing IP.” This includes our battle-tested blueprints, internal tools, know-how, software, and any other intellectual property developed by us independently of this Agreement. We grant the Client a non-exclusive, perpetual, worldwide, royalty-free license to use any of our Pre-Existing IP to the extent it is incorporated into the Deliverables.

4. Confidentiality

Both parties agree to protect each other’s Confidential Information. “Confidential Information” refers to any non-public information, including but not limited to business strategies, client lists, technical data, and the terms of the SOW. Both parties agree not to disclose this information to any third party without prior written consent, except as required by law.

5. Warranties & Disclaimer

The Company warrants that it will perform all services in a professional and workmanlike manner.

EXCEPT FOR THE FOREGOING, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS-IS.” THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL GUARANTEE ANY PARTICULAR BUSINESS OUTCOME FOR THE CLIENT.

6. Limitation of Liability

IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE SOW.

7. Privacy and Personal Information

Our collection and use of personal information in connection with our services are described in our separate Privacy Policy. We are committed to protecting the data you provide to us.

8. Term & Termination

This Agreement begins on the date of the first SOW and continues until terminated. Either party may terminate this Agreement or an individual SOW if the other party commits a material breach and fails to remedy it within 30 days of receiving written notice.

9. General Provisions

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware.