1. Agreement

These Terms of Service ("Terms") govern your access to and use of the Letterdrop service operated by Random Walk Labs Inc. ("Letterdrop", "we", "us"). Our Privacy Policy is incorporated into these Terms.

By creating an account or using the service, you agree to these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

If you and Letterdrop have signed a separate order form or master agreement, that document controls where it conflicts with these Terms.

2. The service

Letterdrop identifies companies that may be in an active buying cycle and delivers those company records to you. Each record consists of company name, website domain and LinkedIn company page. Records can be delivered into Salesforce, HubSpot or Slack through our native integrations.

We may change, improve or discontinue features of the service. Where a change materially reduces functionality you are paying for, we will give reasonable notice.

3. Accounts

You must be at least 18 years old and using the service for business purposes. You agree to provide accurate account information and keep it current.

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly at support@letterdrop.com if you believe your account has been compromised.

You may not share credentials, or allow access by anyone other than your authorised users.

4. Subscriptions and payment

The service is sold on a subscription basis. Your billing cycle, fees and term are set out in your order form or at the point of purchase.

Subscriptions renew automatically for successive terms of the same length unless either party gives notice of non-renewal before the end of the current term, or unless your order form says otherwise. You can cancel renewal in your account settings or by contacting support@letterdrop.com.

You authorise us to charge your payment method for all fees incurred. If a payment fails, we may issue an invoice for manual payment and may suspend the service if it remains unpaid.

We may change fees with effect from the start of your next renewal term, and will give you reasonable notice before doing so.

Except where required by law, fees already paid are non-refundable.

5. Your data

"Customer Data" means data you provide to us or that we receive from systems you connect, including records from your CRM.

You retain all rights in Customer Data. You grant us a limited licence to host, process and transmit it solely to provide the service to you and as described in our Privacy Policy.

You are responsible for ensuring you have the right to provide Customer Data to us, and that doing so complies with applicable privacy and data protection law and with the terms of any system you connect.

We will not use Customer Data to build or improve the records we deliver to other customers.

On termination we will delete Customer Data in accordance with the retention periods in our Privacy Policy, except where we are required to retain it by law.

6. Records we deliver

Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable licence to use the company records we deliver for your own internal business purposes.

You may not resell, sublicense, publish or otherwise redistribute the records, or use them to build or train a competing dataset or service.

Your licence to use records delivered during your subscription continues after termination. Your right to receive new records ends on termination.

7. Data sources and accuracy

We license company information from third-party data providers, who are contractually required to warrant that their collection methods comply with applicable law.

We make no warranty as to the completeness, accuracy, currency or lawfulness of data supplied by those providers. Company information changes constantly and records may be incomplete or out of date.

We do not warrant that any company we identify is in fact in a buying cycle, that any record will result in a meeting, an opportunity, a sale, or any other outcome. Signals are probabilistic.

8. Your responsibilities

You decide how to use the records we deliver. You are solely responsible for any outreach, advertising or other activity you undertake using them, and for that activity complying with applicable law, including marketing, email, telemarketing and data protection law, and with the terms of any platform you use.

If you upload records to an advertising platform, connect them to a sequencing tool, or pass them to any third-party system, you are responsible for that platform's requirements and for having the rights to do so.

9. Acceptable use

You agree not to:

• Use the service in violation of any applicable law or regulation
• Resell, redistribute or sublicense the service or the records, except as expressly permitted
• Reverse engineer, decompile or attempt to derive the source code or underlying data sources of the service
• Use robots, scrapers or other automated means to access the service, other than through documented interfaces we provide
• Circumvent usage limits, access controls or authentication
• Introduce malware or otherwise interfere with the operation, security or integrity of the service
• Attempt to gain unauthorised access to the service or to any other customer's data
• Impersonate any person or entity, including Letterdrop or its personnel

We may suspend access immediately if we reasonably believe your use threatens the security, integrity or availability of the service.

10. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors who need to know and are bound by similar obligations.

This does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. Disclosure required by law is permitted with reasonable notice where lawful.

11. Intellectual property

The service, including its software, interfaces, documentation and all associated intellectual property, is and remains the property of Letterdrop and its licensors. These Terms grant you no rights other than the limited licences expressly stated.

Our name, logo and branding may not be used without our prior written consent.

12. Feedback

If you send us suggestions, ideas or feedback about the service, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or obligation to you. You should not send us anything you consider confidential.

13. Third-party services

The service integrates with third-party systems including Salesforce, HubSpot and Slack. Your use of those systems is governed by your agreement with the relevant provider, not by these Terms.

We are not responsible for the availability, accuracy, security or practices of third-party services, or for any changes they make that affect an integration. A third party may change or withdraw access at any time.

14. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, LETTERDROP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY DATA DELIVERED THROUGH IT WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

NOTHING IN THESE TERMS EXCLUDES ANY WARRANTY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO LETTERDROP IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WITHOUT LIMITING THE ABOVE, LETTERDROP WILL NOT BE LIABLE FOR ACTS OR OMISSIONS OF THIRD-PARTY DATA PROVIDERS OR INTEGRATED PLATFORMS, OR FOR ANY CONSEQUENCE OF HOW YOU CHOOSE TO USE THE RECORDS WE DELIVER.

THESE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You will defend, indemnify and hold harmless Letterdrop and its officers, directors and employees from any third-party claim arising out of your Customer Data, your use of the records we deliver, your outreach or advertising activities, or your breach of these Terms, including reasonable legal fees.

17. Term and termination

These Terms apply for as long as you use the service.

You may terminate by cancelling your subscription. Where you have a paid term, termination takes effect at the end of that term unless your order form says otherwise.

We may suspend or terminate your access for material breach of these Terms, non-payment, or where required by law. Except for non-payment or a security or legal issue requiring immediate action, we will give you notice and a reasonable opportunity to cure.

Sections that by their nature should survive termination will survive, including sections 6, 7, 10, 11, 12, 14, 15, 16, 19 and 20.

18. Changes to these Terms

We may update these Terms. We will post the updated version here and change the "last updated" date. For material changes we will give notice by email or in the product at least 30 days before they take effect.

Changes apply from the start of your next renewal term. Continuing to use the service after that point means you accept the updated Terms.

19. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict of law rules.

The parties will attempt in good faith to resolve any dispute informally by contacting the other in writing. If a dispute is not resolved within 30 days, it will be brought exclusively in the state or federal courts located in San Francisco County, California, and both parties consent to that jurisdiction and venue.

20. General

Entire agreement. These Terms, together with the Privacy Policy and any order form, are the entire agreement between us regarding the service and supersede any prior agreements on the subject.

Waiver and severability. A failure to enforce any provision is not a waiver of it. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will stay in effect.

Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control.

Notices. We may give notice by email to the address on your account or by posting in the product. You may give notice to support@letterdrop.com.

21. Contact

Random Walk Labs Inc.
2
San Francisco CA 94114
‍United States

Email: support@letterdrop.com

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