End User License Agreement

This End User License Agreement ("EULA") governs access to and use of software, applications, APIs, AI systems, messaging automation tools, synthetic voice technology, integrations, and related services provided by HMS Innovations LLC, a FL limited liability company, doing business as RipDrip.

The EULA applies to all RipDrip products including RipDrip-DM, RipDrip-AI, which provides AI-powered SMS conversation automation through user-connected third-party CRM and messaging platforms, successor offerings, and websites at ripdrip.ai, ripdrip.com, and subdomains.

By installing, accessing, or using the Software, users agree to be bound by this EULA. Disagreement means non-use is required.

1. Relationship to Other Agreements

This EULA forms part of and is incorporated into HMS Innovations' Terms of Service. The Privacy Policy describes HMS Innovations' information practices in connection with the Software.

If there is a conflict among an executed Enterprise Agreement, the Terms of Service, and this EULA, the executed Enterprise Agreement controls first, then the Terms of Service, and then this EULA.

Use of RipDrip-AI is also governed by the RipDrip-AI Product Addendum and Compliance Certification.

Subject to any controlling Enterprise Agreement, the RipDrip-AI Product Addendum and Compliance Certification controls over a conflicting provision of this EULA solely with respect to RipDrip-AI and the subject matter expressly governed by that Addendum.

2. License Grant

HMS Innovations grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for internal business purposes only with owned or authorized-controlled accounts, phone numbers, social profiles, calendars, and messaging channels.

All unexpressed rights remain reserved. Usage may incur subscription, usage, and other fees per Terms of Service, subject to change.

2.1 Fees

Users may face subscription and usage charges communicated before purchase and subject to change. Using the Software means agreeing to pay all applicable fees.

3. Scope and Operation of the Software

The Software enables messaging automation and workflow functionality across multiple channels including social media and SMS, with AI-driven responses, user-defined automation, and optional synthetic voice output.

3.1 RipDrip-DM (Inbound Social Messaging)

• Connects to third-party social media platforms via authorized integrations
• Generates responses only to inbound messages from third parties
• Responses may use AI and optional synthetic voice technology
• Does not initiate outbound or unsolicited social messages

3.2 RipDrip-AI

RipDrip-AI provides AI-powered SMS conversation automation through a User-Connected Messaging Platform.

A "User-Connected Messaging Platform" is an independent third-party CRM, SMS, messaging, communications, or automation platform that the user independently selects, subscribes to, controls, credentials, and affirmatively connects to RipDrip-AI.

The initial outbound message is created, selected, initiated, or caused to be transmitted by the user, the user's personnel, the User-Connected Messaging Platform, or another provider independently of RipDrip-AI.

RipDrip-AI does not generate, select recipients for, initiate, or submit the first outbound SMS message.

After a recipient responds, RipDrip-AI may use a user-authorized API key, private integration token, personal integration token, OAuth authorization, webhook secret, integration URL, or similar credential ("Platform Access Credential") to:

• retrieve the inbound response, relevant conversation history, contact information, opt-out information, and related metadata;
• process that information under the user's configuration and instructions;
• generate response content; and
• automatically submit the generated response content and an associated API request to the User-Connected Messaging Platform.

RipDrip-AI generates response content and submits API requests. RipDrip-AI does not provide carrier connectivity or perform telecommunications routing, carrier transmission, filtering, or delivery.

Those functions are performed by the User-Connected Messaging Platform and its downstream messaging providers and carriers.

RipDrip-AI includes controls designed to identify supported opt-out language. When RipDrip-AI identifies an opt-out request, it prevents an automated response to that opt-out message and suppresses subsequent automated RipDrip-AI responses to the associated recipient while the suppression remains active.

That suppression applies only to RipDrip-AI. Unless an enabled feature expressly confirms otherwise, it does not update the User-Connected Messaging Platform's global suppression record and does not prevent messages from the user's personnel, other software, other automations, or the User-Connected Messaging Platform itself.

The user remains responsible for the user's complete messaging program, User-Connected Messaging Platform, recipients, consent, initial messages, registrations, configuration, and cross-system opt-out compliance.

This allocation does not predetermine either party's legal status under any statute, regulation, or third-party rule.

4. Artificial Intelligence Disclaimer

Users acknowledge that:

• AI-generated outputs may be inaccurate, incomplete, misleading, offensive, or inappropriate
• AI outputs are probabilistic, not deterministic
• Outputs depend materially on user inputs, configuration, and data
• Users bear sole responsibility for AI output use

HMS Innovations doesn't guarantee accuracy, legality, or suitability of any AI-generated content.

5. User-Directed Configuration

Users configure Software behavior through prompts, scripts, workflows, decision trees, rebuttals, Q&A logic, and other inputs ("User Configuration Data").

Users acknowledge:

• AI outputs are materially influenced by user configuration
• Users are solely responsible for all outputs generated and sent on their behalf
• HMS Innovations doesn't exercise editorial control over individual outputs beyond general system-level guardrails and compliance adjustments

6. Voice Technology and Synthetic Speech

6.1 Voice Data License

If users upload voice recordings or samples ("Voice Data"), they grant HMS Innovations a limited, non-exclusive, royalty-free license to use, reproduce, modify, and synthesize such Voice Data solely to operate the Software.

6.2 Authorized Voice Representation

Users represent and warrant that Voice Data is their own voice or they possess all legal rights, permissions, and consents necessary to use it. Uploading, cloning, or synthesizing unauthorized third-party voices is prohibited.

6.3 Assumption of Risk

Synthetic voice outputs are generated by AI and may differ from authentic human speech in tone, cadence, or expression. Users assume all risks associated with reliance, misinterpretation, reputational harm, regulatory scrutiny, and legal consequences from synthetic voice technology use.

7. Third-Party Platforms, Messaging Providers, and Calendars

7.1 Third-Party Dependencies

The Software interoperates with third-party platforms, messaging providers, carriers, intermediaries, registries, and calendar providers. Users acknowledge these parties operate independently; approvals, enforcement actions, filtering, throttling, or suspensions are outside HMS Innovations' control; access, delivery, or functionality may change anytime.

7.2 Calendar Integrations

Connecting calendar providers authorizes the Software to access and process permitted calendar data for scheduling functionality. Users remain solely responsible for calendar accuracy, scheduling decisions, and resulting consequences.

7.3 User-Connected Messaging Platforms and Credentials

For purposes of this EULA, "Platform Terms" means every agreement, term of service, developer term, API term, acceptable-use policy, privacy requirement, messaging policy, license, approval, restriction, technical requirement, fee, and other obligation applicable to the user, the user's account, the Platform Access Credential, or the user's use of a User-Connected Messaging Platform.

Users may connect only accounts they own or are authorized to administer and only where applicable Platform Terms permit the contemplated third-party access, artificial-intelligence processing, automation, conversation retrieval, and API operations.

As between the user and HMS Innovations, users are solely responsible for identifying, reviewing, maintaining, and complying with all Platform Terms applicable to their accounts, credentials, data, messages, and use.

A user's possession of a Platform Access Credential does not, by itself, establish that the provider permits the user's intended use.

Users authorize HMS Innovations to use validly provided Platform Access Credentials solely to provide, secure, support, and troubleshoot RipDrip-AI.

Users may not use the Software to circumvent Platform Terms, security controls, permission scopes, rate limits, suppression lists, messaging rules, or account restrictions.

Compatibility does not constitute sponsorship, endorsement, certification, partnership, approval, or authorization by the provider of the User-Connected Messaging Platform.

8. Ownership and Intellectual Property

8.1 User Content

Users retain ownership of content, configurations, messages, calendar data, and Voice Data ("User Content"), subject to granted licenses.

8.2 Anonymized & Aggregated Usage Data

HMS Innovations exclusively owns all Anonymized & Aggregated Usage Data, defined as analytics, metrics, trends, patterns, system performance data, model learnings, embeddings, weights, and other derived information generated from operation of the Software in aggregated and irreversibly anonymized form such that it cannot reasonably identify any individual, account, phone number, calendar event, recipient, or specific message.

Such data:

• Is not User Content
• Does not constitute Personal Data
• May be used, commercialized, licensed, sold, or exploited for any lawful purpose

Users waive claims to such data.

8.3 RipDrip-AI Data and Platform Access Credentials

Platform Access Credentials, identifiable SMS message content, telephone numbers, contact records, opt-out information, and other identifiable information received from a User-Connected Messaging Platform are not Anonymized & Aggregated Usage Data unless and until the information has been irreversibly anonymized and otherwise satisfies the definition in Section 8.2.

Platform Access Credentials may be used only as necessary to provide, secure, support, and troubleshoot RipDrip-AI and may not be sold or licensed.

9. Messaging Compliance

Users are solely responsible, as between the user and HMS Innovations, for compliance with all laws and third-party requirements governing their SMS and messaging activities, including:

• the Telephone Consumer Protection Act and related state laws;
• consent, opt-in, opt-out, revocation, disclosure, and recordkeeping requirements;
• federal and state do-not-call requirements;
• CTIA Messaging Principles and Best Practices;
• carrier and messaging-provider policies;
• A2P/10DLC brand, campaign, registration, and approved-use-case requirements;
• Platform Terms;
• quiet hours, recipient time zones, frequency limits, identification requirements, and prohibited-content rules; and
• requirements applicable to the acquisition and use of leads and telephone numbers.

The user is responsible for the User-Connected Messaging Platform, telephone numbers, sender identities, initial outbound messages, consent records, messaging registrations, delivery arrangements, and complete messaging program.

Unless an applicable Order expressly states otherwise, HMS Innovations does not provide telephone numbers, A2P/10DLC registration, messaging-provider connectivity, carrier coordination, telecommunications routing, delivery, or deliverability remediation for RipDrip-AI.

RipDrip-AI's opt-out controls do not replace the user's responsibility to review inbound messages and honor opt-outs or revocations across the user's complete messaging program.

Nothing in this Section eliminates or transfers an obligation imposed directly on HMS Innovations by applicable law.

10. Prohibited Uses

Users may not use the Software to:

• Impersonate others without authorization
• Engage in fraud, harassment, or unlawful conduct
• Upload unauthorized voice data
• Violate platform, carrier, registry, or provider rules
• Send unlawful or non-compliant messages
• Interfere with system integrity or compliance mechanisms
• Access or automate a User-Connected Messaging Platform account without required authorization
• Violate Platform Terms applicable to a User-Connected Messaging Platform
• Provide or use an unauthorized Platform Access Credential
• Circumvent any security, permission-scope, rate-limit, suppression, opt-out, quiet-hour, messaging, or compliance control
• Use RipDrip-AI to initiate the first outbound SMS conversation
• Continue RipDrip-AI automation after an identified opt-out or suppression event
• Configure another system to bypass, override, disable, or interfere with RipDrip-AI's opt-out controls
• Use the Software to solicit or process unsupported protected health information, payment-card information, government identification numbers, account credentials, or other restricted sensitive information

11. Regulated-Industry Use

For regulated-industry use (healthcare, finance, insurance, legal, political communications, telecommunications), users acknowledge:

• The Software isn't designed for regulatory compliance assurance
• Users are solely responsible for applicable laws and regulations compliance
• HMS Innovations disclaims all regulated-industry-use liability

12. Indemnification

Users agree to indemnify, defend, and hold harmless HMS Innovations and its officers, directors, employees, contractors, affiliates, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Any message sent through the Software (user-generated outbound SMS, AI-generated SMS replies, AI-generated social messages, synthetic voice responses)
• User Configuration Data and AI setup inputs
• TCPA, CTIA rules, carrier policies, registry requirements, or consent-obligation violations
• Brand or campaign registration information accuracy or omissions
• Third-party enforcement actions
• Synthetic voice technology use or misuse
• Any allegation that content was misleading, deceptive, defamatory, unlawful, or harmful, regardless of automatic or manual generation
• Unauthorized access to or use of a User-Connected Messaging Platform account or Platform Access Credential
• Breach of Platform Terms
• Failure to obtain, maintain, or document legally sufficient messaging consent
• Failure to honor an opt-out, revocation, suppression, do-not-call, quiet-hour, or frequency-limit obligation
• Claims or enforcement actions by a User-Connected Messaging Platform arising from the user's account, credential, instructions, configuration, or unauthorized use
• Initial outbound messages and messages sent by the user's personnel, another automation, or the User-Connected Messaging Platform independently of RipDrip-AI
• Unlawful collection, disclosure, or processing of lead, recipient, or customer information
• Circumvention or attempted circumvention of a platform, compliance, suppression, rate-limit, or security control

This indemnity applies regardless of HMS Innovations assistance in registration, remediation, or appeals.

This Section 12 is independent of the prevailing-party attorneys' fee provision in Section 19 of the Terms of Service. HMS Innovations may not recover the same attorneys' fees, costs, or expenses more than once under this EULA, the Terms of Service, or any other applicable agreement.

The foregoing obligations apply to the extent a claim, loss, liability, cost, or expense arises from the user's conduct, data, messaging program, breach, or failure to satisfy the user's obligations.

Nothing in this Section eliminates or transfers an obligation imposed directly on HMS Innovations or requires indemnification to the extent prohibited by applicable law.

13. Disclaimer of Warranties

The Software is provided "as is" and "as available." HMS Innovations disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

Without limiting the foregoing, HMS Innovations does not warrant:

• continued compatibility with a User-Connected Messaging Platform;
• continued validity or acceptance of a Platform Access Credential;
• that a User-Connected Messaging Platform permits the user's particular use;
• acceptance of an API request;
• telecommunications routing, carrier transmission, or handset delivery;
• the accuracy of platform-reported status information; or
• identification of every possible expression of opt-out or revocation.

14. Limitation of Liability

To maximum extent permitted by law:

(a) No Liability for Certain Categories

HMS Innovations has no liability for claims, damages, losses, or liabilities arising from:

• Any message sent through the Software (user-generated SMS, AI-generated SMS replies, AI-generated social messages, synthetic voice outputs)
• Any AI output, automated decision, or User Configuration Data
• Compliance or alleged non-compliance with TCPA, CTIA rules, carrier policies, registry requirements, or consent obligations
• Suspension, blocking, filtering, throttling, rejection, or enforcement action by platforms, carriers, messaging providers, registries, or intermediaries
• Loss of business, lost profits, lost revenue, lost goodwill, or reputational harm
• Synthetic voice technology use or misuse
• Acts, omissions, outages, errors, restrictions, or API changes of a User-Connected Messaging Platform or its downstream providers
• Expiration, revocation, rejection, compromise, or unauthorized use of a Platform Access Credential
• Carrier or platform filtering, throttling, rejection, routing, transmission, or delivery decisions
• The user's breach of Platform Terms
• Messages sent by the user's personnel, another automation, or the User-Connected Messaging Platform independently of RipDrip-AI

(b) General Liability Cap

For any claim not expressly excluded, HMS Innovations' total cumulative liability shall not exceed one hundred dollars (US $100).

(c) Basis of the Bargain

The parties acknowledge that these limitations of liability are a fundamental basis of the bargain between the parties and that HMS Innovations would not provide the Software without these limitations.

15. Court Resolution of Disputes and Governing Law

15.1 Terms of Service Controls

Any claim, action, proceeding, controversy, or dispute between a user and HMS Innovations arising out of or relating to this EULA, the Software, or the parties' relationship is governed by Sections 19 and 20 of the version of the Terms of Service validly accepted by the user and applicable to the dispute. Those provisions are incorporated into this EULA.

Without limiting the foregoing, Section 19 of the Terms of Service governs court resolution, jurisdiction, venue, class-action and jury-trial waivers, attorneys' fees and costs, severability, and the transition from prior arbitration provisions. Section 20 of the Terms of Service governs applicable law.

15.2 No Mandatory Arbitration Under This EULA

Except where an Enterprise Agreement signed by both parties expressly provides otherwise, this EULA does not require arbitration, and neither party may compel arbitration under this EULA.

After a dispute has arisen, the parties may mutually agree to mediation or arbitration only through a separate written agreement signed by both parties.

16. Modifications and Acceptance

HMS Innovations may modify this EULA from time to time. Updated versions will be posted or otherwise presented with an updated effective date. Modifications to pricing and fees are governed by Section 15 of the Terms of Service.

Except where applicable law, the Terms of Service, or this Section requires affirmative acceptance, continued use of the Software after a revised EULA becomes effective constitutes acceptance of the revised EULA.

Notwithstanding the foregoing, for an existing user, a revision concerning arbitration, court resolution, jurisdiction, venue, class-action or jury-trial waivers, or attorneys' fees and costs becomes effective only after the user affirmatively accepts the revised contract package through a clear affirmative action following conspicuous presentation of the revised terms. Continued use alone is insufficient to accept those revisions.

For avoidance of doubt, the transition provisions in Section 19.8 of the Terms of Service expressly apply to any mandatory-arbitration provision contained in a prior version of this EULA.

17. Termination

The license remains effective until terminated. HMS Innovations may suspend or terminate Software access anytime for legal, compliance, security, or platform reasons. Sections relating to ownership, disclaimers, indemnification, limitation of liability, dispute resolution, jurisdiction and venue, class-action and jury-trial waivers, attorneys' fees and costs, governing law, and any provisions that by their nature should survive termination will survive termination.

18. Entire Agreement

This EULA, the Terms of Service, any applicable product addendum, and any applicable executed Enterprise Agreement constitute the contractual agreement regarding the Software.

The Privacy Policy describes HMS Innovations' information practices and is acknowledged rather than agreed to as a contract by persons who have not otherwise validly accepted it as part of a contractual agreement.

19. Contact

HMS Innovations LLC (DBA RipDrip)
Email: support@ripdrip.ai