Terms of Service

1.1 Acceptance

By creating an account, connecting third-party services, authorizing integrations, accessing, or using any Service, you acknowledge that you have read, understood, and agree to these Terms, the Privacy Policy, the EULA, and any applicable addenda or riders, all of which are incorporated by reference.

1.2 Modifications

HMS Innovations may modify these Terms, pricing, and usage fees at any time in its sole discretion. Updated Terms will be posted on an applicable RipDrip website. Updated pricing and usage fees will be posted on an applicable RipDrip website or communicated as set forth in Section 15.

Your continued use of any Service after changes become effective constitutes your acceptance of the revised Terms and continued compliance with them.

RipDrip provides messaging automation tools across multiple communication channels. Behavior, automation scope, and responsibility differ by product and channel, as defined below.

2.1 RipDrip-DM (Inbound Social Media Messaging Automation)

RipDrip-DM enables users to connect supported third-party social media platforms (current or future) and automatically generate responses to inbound messages initiated by third parties, using artificial intelligence and optional synthetic voice technology.

RipDrip-DM:

• responds only to inbound messages
• does not initiate conversations
• generates responses based on user-provided configuration and AI models
• sends messages on behalf of the user through the user's connected account

2.2 RipDrip-AI (AI-Powered SMS Conversation Automation)

RipDrip-AI enables users to automate portions of SMS and similar messaging conversations through a User-Connected Messaging Platform.

For purposes of these Terms, a "User-Connected Messaging Platform" means 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.

(a) Initial Outbound Message

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 service selected by the user, independently of RipDrip-AI.

Unless a feature is expressly identified otherwise in writing, RipDrip-AI:

• does not generate the initial outbound SMS message;
• does not select the initial recipients;
• does not initiate the first outbound SMS conversation; and
• does not submit the initial outbound message to the User-Connected Messaging Platform.

RipDrip-AI may receive or retrieve the initial outbound message as part of the conversation history after the recipient responds.

The user is solely responsible for the content, purpose, recipients, timing, legality, consent, and transmission of every initial outbound message.

(b) User-Initiated Platform Connection

The user independently selects and maintains the User-Connected Messaging Platform and initiates and authorizes its connection to RipDrip-AI by providing or authorizing an API key, private integration token, personal integration token, OAuth authorization, webhook secret, integration URL, or similar credential ("Platform Access Credential").

By connecting a User-Connected Messaging Platform, the user authorizes RipDrip-AI to use the Platform Access Credential to perform the operations described in these Terms and the RipDrip-AI Product Addendum and Compliance Certification.

HMS Innovations does not create, subscribe to, provision, or administer the user's account with the User-Connected Messaging Platform.

(c) AI-Generated Conversation Continuation

After a recipient responds to an outbound message, RipDrip-AI may:

• receive or retrieve the inbound response, relevant conversation history, contact information, opt-out information, and related metadata from the User-Connected Messaging Platform;
• analyze that information under the user's prompts, workflows, rules, instructions, and other User Configuration Data;
• generate response content; and
• submit the generated response content and an associated API request to the User-Connected Messaging Platform for processing.

Depending on the user's configuration, RipDrip-AI may perform those operations automatically without contemporaneous human review or approval of each generated response.

RipDrip-AI's submission of generated response content and an associated API request to a User-Connected Messaging Platform is referred to as a "Platform Submission."

(d) Platform Submissions Versus Telecommunications Delivery

RipDrip-AI generates response content and makes Platform Submissions. RipDrip-AI does not operate a telecommunications network or carrier messaging service.

Unless an applicable Order expressly states otherwise, HMS Innovations does not:

• provide or assign telephone numbers, short codes, or sender identities;
• provide or select the user's SMS carrier, aggregator, connectivity provider, or messaging provider;
• perform A2P/10DLC brand or campaign registration;
• route or transmit messages over telecommunications carrier networks;
• control filtering, throttling, carrier acceptance, or handset delivery; or
• independently verify delivery to a recipient's device.

The User-Connected Messaging Platform and its downstream messaging providers, aggregators, registries, and carriers process Platform Submissions and perform telecommunications routing, transmission, filtering, and delivery.

A status indicating that a Platform Submission was submitted to, received by, queued by, or accepted by a User-Connected Messaging Platform does not establish carrier acceptance or delivery to a recipient's device.

(e) RipDrip-AI Opt-Out Handling

RipDrip-AI includes controls designed to identify supported opt-out language in inbound messages.

When RipDrip-AI identifies an inbound message as an opt-out request, RipDrip-AI prevents an AI-generated response to that opt-out message and suppresses subsequent automated RipDrip-AI responses to the associated recipient while the RipDrip-AI suppression remains active.

RipDrip-AI's opt-out handling applies only to responses generated and submitted by RipDrip-AI. Unless an enabled feature expressly confirms otherwise, RipDrip-AI does not update the User-Connected Messaging Platform's global do-not-contact or suppression record and cannot prevent messages sent by the user's personnel, another application, another automation, or the User-Connected Messaging Platform itself.

Opt-out language may be ambiguous, indirect, misspelled, multilingual, non-textual, or otherwise difficult to identify. HMS Innovations does not warrant that automated detection will identify every statement that a recipient, court, regulator, carrier, or platform may consider an effective opt-out or revocation.

The user remains responsible for reviewing inbound communications, identifying opt-outs not detected by RipDrip-AI, and propagating opt-outs and suppression instructions across the user's complete messaging program.

The user may not bypass, override, disable, or interfere with a suppression applied by RipDrip-AI.

(f) Contractual Allocation of Responsibility

As between the user and HMS Innovations, the user directs and controls the user's messaging program, including its recipients, purposes, initial outbound messages, User-Connected Messaging Platform, telephone numbers, sender identities, registrations, campaigns, consent practices, configuration, and human or third-party messaging activity.

Messages processed through the user's account are processed under the user's configuration and standing instructions and are treated between the parties as the user's communications and statements.

RipDrip-AI does generate response content and make the Platform Submissions described above.

This Section describes the technical workflow and allocates contractual responsibilities between the parties. It does not predetermine whether any party is considered a sender, caller, initiator, speaker, publisher, agent, controller, processor, or other regulated participant under applicable law.

Nothing in these Terms eliminates or transfers an obligation that applicable law imposes directly on HMS Innovations or permits the user to use RipDrip-AI unlawfully.

You must:

• be legally capable of entering into a binding agreement
• own or be authorized to control all accounts, phone numbers, sender identities, brands, campaigns, social profiles, and integrations you connect
• comply with all applicable laws, regulations, and third-party rules

You are responsible for safeguarding credentials and for all activity occurring through your account, whether performed manually or automatically.

4.1 Supported Integrations

The Services may integrate with third-party platforms and providers, including but not limited to:

• social media platforms
• SMS carriers and intermediaries (including aggregators and connectivity providers)
• registries and vetting systems required for messaging delivery
• calendar providers (including Google Calendar)
• analytics, storage, and workflow tools
• third-party CRM, SMS, messaging, communications, and automation platforms independently selected and connected by users

Integrations occur only with permissions you grant.

4.2 Messaging Service Models

(a) Services for Which HMS Innovations Arranges Connectivity

For a Service in which HMS Innovations expressly provides or arranges messaging connectivity, HMS Innovations may route messages through one or more third-party connectivity providers, carriers, aggregators, or intermediaries (collectively, "Messaging Providers").

Messaging Providers may impose their own terms, policies, technical limitations, vetting requirements, registration requirements, rate limits, and enforcement actions.

(b) RipDrip-AI

For RipDrip-AI, the user independently selects, subscribes to, controls, credentials, and connects the User-Connected Messaging Platform.

Unless an applicable Order expressly states otherwise, HMS Innovations does not select or provide the user's Messaging Provider, carrier connectivity, telephone numbers, sender identities, A2P/10DLC registration, telecommunications routing, or SMS delivery.

References elsewhere in these Terms to HMS Innovations providing registration, carrier coordination, messaging connectivity, message routing, or deliverability remediation do not apply to RipDrip-AI unless an applicable Order expressly includes that function.

4.3 No Control Over Third Parties

Third-party platforms, Messaging Providers, registries, and calendar providers operate independently.

HMS Innovations does not control, endorse, or guarantee:

• approval decisions
• message delivery
• filtering or throttling behavior
• enforcement actions
• data retention
• uptime or availability

4.4 Platform / Carrier / Provider Enforcement Disclaimer

HMS Innovations disclaims all liability for any restriction, suspension, throttling, filtering, rejection, blocking, number shutdown, brand denial, campaign rejection, loss of access, or delivery failure imposed by any third-party platform, Messaging Provider, registry, carrier, or calendar provider, even if such action results from use of the Services.

4.5 User-Connected Messaging Platform Terms and User Responsibility

For purposes of these Terms, "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.

As between you and HMS Innovations, you are solely responsible for identifying, obtaining, reviewing, maintaining, and complying with any and all Platform Terms applicable to you or your use of a User-Connected Messaging Platform.

You represent and warrant on an ongoing basis that:

• you own or are authorized to administer the User-Connected Messaging Platform account;
• you are authorized to provide or authorize the Platform Access Credential;
• the Platform Terms permit you to authorize HMS Innovations and its service providers to access the account and process the applicable data;
• the Platform Terms permit the automated API access, conversation retrieval, artificial-intelligence processing, and Platform Submissions performed by RipDrip-AI;
• you have obtained and will maintain every approval required by the provider of the User-Connected Messaging Platform; and
• your use of RipDrip-AI will not cause you or HMS Innovations to violate Platform Terms applicable to your account, credential, data, messages, or authorized use.

Your possession of or ability to generate a Platform Access Credential does not, by itself, establish that the provider permits your intended use.

If Platform Terms prohibit the contemplated use, you must not connect or use that User-Connected Messaging Platform with RipDrip-AI.

If a provider withdraws authorization or imposes a conflicting restriction, you must immediately stop using the affected connection, revoke or disable the affected Platform Access Credential, and notify HMS Innovations.

HMS Innovations does not undertake to interpret, monitor, or enforce Platform Terms on your behalf. HMS Innovations may request evidence of authorization and may refuse, restrict, or disable a connection when authorization is absent, disputed, withdrawn, prohibited, or reasonably uncertain.

No representation or warranty by you requires HMS Innovations to establish or maintain a connection that HMS Innovations knows or reasonably believes is prohibited, unauthorized, insecure, or unlawful.

This allocation does not transfer to you an obligation imposed directly on HMS Innovations by applicable law or by a separate agreement that HMS Innovations signs directly with a third-party platform.

4.6 Platform Access Credentials and No Affiliation

By supplying or authorizing a Platform Access Credential, you authorize HMS Innovations to use it solely as necessary to provide, secure, support, and troubleshoot RipDrip-AI.

You must:

• use the narrowest permissions reasonably available;
• protect the Platform Access Credential against unauthorized disclosure;
• not provide a credential issued to another person or entity without authorization;
• promptly revoke or replace the credential following suspected compromise, account termination, loss of authority, or a reasonable request from HMS Innovations; and
• promptly notify HMS Innovations of suspected unauthorized access.

HMS Innovations may disable or quarantine a Platform Access Credential when it reasonably suspects compromise, misuse, unauthorized access, loss of authority, or another material security or legal risk.

RipDrip-AI's compatibility or interoperability with a User-Connected Messaging Platform does not mean that HMS Innovations is sponsored, endorsed, certified, approved, partnered with, or operated by the provider of that platform.

Third-party names and trademarks are used solely to identify compatibility or interoperability.

5.1 AI-Generated Content

Certain features of the Services generate content using artificial intelligence.

AI outputs:

• may be inaccurate, incomplete, misleading, offensive, or inappropriate
• are probabilistic and not deterministic
• depend materially on user-provided configuration and data

5.2 User-Directed Configuration

Users configure AI behavior through prompts, workflows, decision logic, rebuttals, Q&A structures, and other instructions ("User Configuration Data").

You acknowledge and agree that:

• AI outputs are materially influenced by your configuration
• you assume full responsibility for all outputs generated and sent on your behalf

HMS Innovations does not exercise editorial control over individual AI outputs beyond general system-level guardrails and compliance measures described in these Terms.

5.3 Attribution and Legal Status of Messages

Messages generated or processed through the Services are generated or processed under the user's configuration, account, and instructions and are treated between the user and HMS Innovations as the user's communications and statements.

HMS Innovations does not independently select the user's recipients or determine the user's messaging purpose. However, RipDrip-AI does generate response content and make Platform Submissions when enabled by the user.

This contractual allocation does not predetermine either party's status under any law, regulation, or third-party rule and does not eliminate an obligation that cannot lawfully be waived or allocated.

5.4 AI Disclosure Compliance

Your use of the Services may be subject to laws, regulations, and platform policies governing automated and AI-generated communications, including consumer-protection, telecommunications, electronic-marketing, AI-transparency, and platform-specific automation rules applicable to your jurisdiction and the channels you connect.

You are solely responsible for identifying, understanding, and complying with all such laws, regulations, and platform policies applicable to your activities. HMS Innovations does not provide legal advice regarding disclosure or compliance requirements and disclaims all liability for your failure to comply with any such obligations.

6.1 Voice Data

Certain AI-labeled features allow users to upload voice recordings or samples ("Voice Data") to generate synthetic voice responses.

6.2 License

You grant HMS Innovations a limited, non-exclusive, royalty-free license to use, reproduce, modify, and synthesize Voice Data solely to operate the Services on your behalf.

6.3 Authorized Voice Representation

You represent and warrant that:

• Voice Data is your own voice, or
• you have all necessary rights and consents to use it

Unauthorized third-party voice cloning is prohibited.

6.4 Assumption of Risk

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

7.1 Calendar Access

If you connect Google Calendar or another calendar provider, you authorize HMS Innovations to access and process calendar data you permit in order to provide the Services.

7.2 User Responsibility and Disclaimers

You remain solely responsible for:

• the content and accuracy of calendar data
• any scheduling decisions, conflicts, or outcomes arising from calendar actions
• verifying that calendar changes align with your intended workflow

HMS Innovations disclaims liability for:

• scheduling conflicts
• missed appointments
• incorrect event details
• calendar provider outages or errors
• or any consequences arising from calendar integrations

8.1 User Content

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

8.2 Anonymized & Aggregated Usage Data

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

8.3 Ownership and Commercialization

HMS Innovations exclusively owns all Anonymized & Aggregated Usage Data.

Such data:

• does not constitute Personal Data
• falls outside the scope of data protection laws governing Personal Data
• may be used for any lawful purpose, including commercial sale or licensing

We do not attempt to re-identify such data.

8.4 Google API Services User Data Carveout

Nothing in this Section 8 gives HMS Innovations the right to sell, license, commercialize, transfer, or otherwise exploit information received from Google APIs, or data aggregated, anonymized, or derived from information received from Google APIs, except as permitted by the Google API Services User Data Policy and the user-facing Google Calendar features the user enables.

Google user data is not included in Anonymized & Aggregated Usage Data, and any conflicting language in these Terms is limited by this Google API Services User Data carveout.

8.5 RipDrip-AI Data and Platform Access Credentials

Platform Access Credentials, identifiable 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.

9.1 User Responsibility for Legal Compliance

You acknowledge and agree that you are solely responsible for compliance with all laws, regulations, and rules governing SMS and messaging, including but not limited to:

• the Telephone Consumer Protection Act (TCPA) and related federal and state telemarketing laws
• consumer protection and unfair/deceptive practices laws
• consent, opt-in, opt-out, identification, and disclosure requirements
• carrier policies and messaging rules
• CTIA Messaging Principles and Best Practices (or any successor standards)
• quiet hours, frequency limits, prohibited content categories, and recipient eligibility

9.2 Brand/Campaign Registration and Vetting

For a Service or Order that expressly includes brand or campaign registration assistance, messaging delivery may require brand and/or campaign registration, vetting, or approval through one or more registries, intermediaries, Messaging Providers, and carriers.

You acknowledge and agree that:

• HMS Innovations may submit registration requests on your behalf using information you provide
• you are responsible for ensuring the information you provide is accurate, complete, and compliant
• approvals, denials, delays, and enforcement actions are determined by third parties outside HMS Innovations' control

HMS Innovations is not responsible for the outcome of any submission, vetting, or approval process.

9.3 Compliance Issues, Notices, and Remediation Workflow

For a Service or Order that expressly includes registration, carrier, deliverability, or remediation assistance, if HMS Innovations receives notice from a Messaging Provider, carrier, registry, or intermediary concerning your messaging activity, HMS Innovations may:

• notify you of the issue
• work with you to identify required changes
• respond to, coordinate, and/or appeal on your behalf where permitted
• implement changes to AI behavior or guardrails where reasonably necessary

9.4 Suspensions, Blocking, and Rejections

Any suspension, number blocking, filtering, throttling, campaign rejection, brand denial, or other enforcement action is driven by third-party decision-making and is not within HMS Innovations' control.

HMS Innovations may assist you in remediation, resubmission, or appeal processes to the extent legally and operationally permitted. However, you remain solely responsible for ensuring your messaging program is lawful and compliant.

9.5 RipDrip-AI Responsibilities

For RipDrip-AI, you are solely responsible, as between you and HMS Innovations, for:

• your User-Connected Messaging Platform account, subscription, configuration, telephone numbers, sender identities, messaging providers, carrier charges, and delivery arrangements;
• your A2P/10DLC brands, campaigns, registrations, approved use cases, and required renewals;
• the lawful acquisition and use of every lead and telephone number;
• obtaining, maintaining, and documenting consent sufficient for the actual seller, message purpose, campaign, technology, recipient, telephone number, and content involved;
• the initial outbound message and every message sent by your personnel, your User-Connected Messaging Platform, or another automation;
• maintaining records of consent, disclosures, opt-outs, revocations, suppression, complaints, and renewed consent;
• federal and state do-not-call requirements;
• quiet hours, recipient time zones, frequency limits, sender identification, disclosures, licensing, registration, and content restrictions;
• ensuring that generated conversational responses remain within the messaging use case approved by the User-Connected Messaging Platform, Messaging Providers, carriers, and applicable registration systems;
• reviewing inbound messages and honoring reasonable expressions of opt-out or revocation across your complete messaging program; and
• providing any privacy notice, AI disclosure, automated-messaging disclosure, or other notice required for your messaging activities.

A recipient's response to an earlier message does not, by itself, establish legally sufficient consent for every later marketing message, seller, purpose, campaign, or technology.

Sections 9.2 through 9.4 apply to RipDrip-AI only if an applicable Order expressly states that HMS Innovations will provide the registration, carrier, deliverability, or remediation service described in those Sections.

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

You may not use the Services to:

• impersonate others without authorization
• engage in fraud, harassment, threats, or unlawful conduct
• upload unauthorized voice data
• violate platform, carrier, Messaging Provider, or calendar provider rules
• send unlawful or non-compliant SMS messages
• send messages without required consent or opt-out mechanisms where required
• interfere with system integrity or compliance mechanisms
• access or automate a User-Connected Messaging Platform account without all required authority and permission
• use RipDrip-AI where applicable Platform Terms prohibit the contemplated access, artificial-intelligence processing, automation, or Platform Submissions
• provide another person's or entity's Platform Access Credential without authorization
• circumvent any platform security control, permission scope, rate limit, suppression list, opt-out control, quiet-hour control, messaging restriction, or account limitation
• use RipDrip-AI to initiate the first outbound SMS conversation
• reactivate or message a suppressed recipient without documented legally sufficient renewed consent
• configure any system to bypass, override, disable, or interfere with RipDrip-AI's opt-out controls
• use the Services to solicit or process unsupported protected health information, payment-card information, government identification numbers, account credentials, or other restricted sensitive information

If you operate in regulated industries (including healthcare, financial services, insurance, legal services, political advocacy, telecommunications, or regulated marketing), you acknowledge that:

• the Services are not designed to ensure regulatory compliance (including HIPAA, FINRA, SEC, FCC rules, TCPA, or similar)
• you are solely responsible for compliance
• HMS Innovations disclaims liability arising from regulated-industry use

Additional enterprise or regulated-industry riders may apply.

Enterprise customers may be subject to additional agreements, riders, DPAs, or SLAs. In the event of conflict, the enterprise agreement controls.

12.1 Product Addenda

Use of a product may be subject to a product-specific addendum validly accepted by you.

The RipDrip-AI Product Addendum and Compliance Certification applies to every use of RipDrip-AI.

If a product-specific addendum conflicts with these Terms or the EULA, the product-specific addendum controls solely with respect to the product and subject matter it expressly governs.

An executed Enterprise Agreement controls unless the product-specific addendum is expressly executed as an amendment to that Enterprise Agreement or the Enterprise Agreement expressly permits the product-specific addendum to control.

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

• any message sent on your behalf through the Services
• User Configuration Data and AI setup inputs
• your messaging program and compliance obligations
• any brand/campaign registration information you provide
• any allegation that messages were misleading, deceptive, defamatory, harassing, unlawful, or harmful
• use or misuse of synthetic voice technology
• third-party enforcement actions and the consequences thereof
• your breach of Platform Terms
• your lack of ownership of or authority over a User-Connected Messaging Platform account, Platform Access Credential, telephone number, sender identity, lead, or data
• any claim, investigation, or enforcement action by the provider of a User-Connected Messaging Platform arising from your account, credential, instructions, configuration, or unauthorized use
• your failure to obtain, maintain, or document legally sufficient consent
• your failure to honor an opt-out, revocation, suppression request, do-not-call requirement, quiet-hour restriction, or frequency limit
• initial outbound messages and messages sent by your personnel, your User-Connected Messaging Platform, or another automation
• your unlawful collection, disclosure, or processing of Personal Data or sensitive information
• your circumvention or attempted circumvention of a compliance, suppression, platform, rate-limit, or security control

This indemnity applies regardless of whether HMS Innovations assisted in registration, remediation, or appeals and regardless of whether messages were generated automatically.

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

No party may obtain duplicate recovery of the same attorneys' fees, costs, damages, or expenses under this Section, the EULA, a product addendum, or any other provision.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, RIPDRIP-AI IS PROVIDED "AS IS" AND "AS AVAILABLE."

HMS INNOVATIONS DOES NOT WARRANT THAT:

• A USER-CONNECTED MESSAGING PLATFORM PERMITS YOUR PARTICULAR USE;
• A PLATFORM ACCESS CREDENTIAL WILL REMAIN VALID;
• A USER-CONNECTED MESSAGING PLATFORM WILL REMAIN AVAILABLE OR COMPATIBLE;
• A PLATFORM SUBMISSION WILL BE ACCEPTED, TRANSMITTED, OR DELIVERED;
• PLATFORM-REPORTED STATUS INFORMATION WILL BE COMPLETE OR ACCURATE;
• MESSAGES WILL AVOID FILTERING, THROTTLING, REJECTION, OR BLOCKING; OR
• AUTOMATED OPT-OUT DETECTION WILL IDENTIFY EVERY POSSIBLE EXPRESSION OF OPT-OUT OR REVOCATION.

THIS DISCLAIMER DOES NOT ELIMINATE AN OBLIGATION THAT APPLICABLE LAW DOES NOT PERMIT HMS INNOVATIONS TO DISCLAIM.

15.1 Fees and Billing

You agree to pay all fees associated with your use of the Services in accordance with the pricing, billing terms, and subscription plan presented to you at the time of purchase.

In addition to subscription or base fees, usage fees may apply to all products and services offered through the Services. Usage fees may include, but are not limited to, per-message charges, per-minute charges, API call fees, overage fees, and other consumption-based fees.

HMS Innovations reserves the right to modify usage fees at any time in its sole discretion. Your continued use of the Services after any fee change becomes effective constitutes your acceptance of the revised fees.

15.2 No Automatic Refunds

ALL FEES PAID ARE NON-REFUNDABLE BY DEFAULT.

HMS Innovations does not provide refunds or credits for, including but not limited to:

• partial subscription periods
• unused features, messaging volume, or capacity
• dissatisfaction with AI outputs, response quality, tone, accuracy, or behavior
• messaging deliverability issues
• carrier, platform, Messaging Provider, or registry enforcement actions
• user error, misconfiguration, or failure to provide accurate information
• third-party platform outages

15.3 Discretionary Refunds

HMS Innovations may, in its sole discretion, issue a refund or credit in limited circumstances where a verifiable billing error occurred due solely to HMS Innovations' systems; or the Services were materially unavailable due to a platform-wide outage solely attributable to HMS Innovations.

15.4 Chargebacks

Unauthorized, excessive, or unjustified chargebacks may result in immediate suspension or termination of your account. HMS Innovations reserves the right to dispute chargebacks and recover all associated fees, penalties, and administrative costs.

15.5 Taxes

Fees do not include taxes unless expressly stated. You are responsible for all applicable taxes, duties, levies, or governmental assessments arising from your use of the Services.

15.6 Collection Costs

To the fullest extent permitted by applicable law, if you fail to pay an amount validly due within 30 days after written notice and HMS Innovations engages an attorney or third-party collection provider to collect that amount, you agree to reimburse HMS Innovations for the reasonable attorneys' fees and third-party collection costs incurred in collecting the amount, whether or not a lawsuit is filed.

No amount may be recovered more than once under this Section, Section 15.4, Section 19, or any other provision of these Terms.

From time to time, HMS Innovations may offer free trials, beta features, early-access features, pilot programs, or promotional access to certain Services ("Trial Features").

Trial Features are provided solely for evaluation purposes and are offered "AS IS" and "AS AVAILABLE," with no guarantees of availability, performance, functionality, accuracy, or continued access.

HMS Innovations may, at any time and in its sole discretion:

• modify, suspend, or discontinue any Trial Features
• limit usage, functionality, or duration
• revoke access without notice
• convert Trial Features to paid features or discontinue them entirely

NO REFUNDS, CREDITS, OR COMPENSATION WILL BE PROVIDED FOR ANY TRIAL FEATURES OR PROMOTIONAL ACCESS.

17.1 Suspension or Termination Rights

HMS Innovations may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time and in its sole discretion, with or without notice, including but not limited to:

• failure to pay fees when due
• violation of these Terms, the EULA, or the Privacy Policy
• violation of applicable laws or third-party rules
• compliance, deliverability, security, or risk concerns
• suspected fraud, abuse, or misuse of the Services
• operational, legal, or business necessity
• a User-Connected Messaging Platform's objection, restriction, suspension, or withdrawal of authorization
• an invalid, revoked, overbroad, misused, unauthorized, or potentially compromised Platform Access Credential
• a suspected opt-out, suppression, duplicate-submission, unauthorized-access, or messaging-compliance failure
• abnormal complaint, opt-out, error, or message-volume activity
• uncertainty concerning your authority to connect or automate a User-Connected Messaging Platform account
• a change in Platform Terms or API functionality that makes continued RipDrip-AI operation prohibited, insecure, impractical, or unlawful

17.2 Effects of Suspension or Termination

You acknowledge and agree that:

• HMS Innovations is not responsible for any loss of data or damages resulting from suspension or termination
• payment obligations accrued prior to suspension or termination remain due and payable
• HMS Innovations is not obligated to provide refunds upon suspension or termination

17.3 Data Handling After Termination

Upon termination, HMS Innovations may delete, retain, or anonymize data in accordance with its data retention practices, operational requirements, and legal obligations.

17.4 Survival

Sections relating to ownership, data usage, compliance responsibility, disclaimers, indemnification, limitation of liability, dispute resolution, forum and venue, class-action and jury-trial waivers, attorneys' fees and costs, governing law, and miscellaneous provisions survive suspension, expiration, or termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• HMS INNOVATIONS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
• TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, HMS INNOVATIONS SHALL NOT BE LIABLE FOR LOSSES CAUSED BY:

• THE ACTS OR OMISSIONS OF A USER-CONNECTED MESSAGING PLATFORM OR ITS DOWNSTREAM PROVIDERS;
• PLATFORM OR API OUTAGES, ERRORS, CHANGES, RESTRICTIONS, OR DISCONTINUATION;
• THE EXPIRATION, REVOCATION, REJECTION, 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 OR APPLICABLE MESSAGING REQUIREMENTS; OR
• MESSAGES SENT BY THE USER'S PERSONNEL, ANOTHER AUTOMATION, OR THE USER-CONNECTED MESSAGING PLATFORM INDEPENDENTLY OF RIPDRIP-AI.

NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO EXCLUDE OR LIMIT.

19.1 Covered Disputes

For purposes of this Section 19, "Dispute" means any claim, action, proceeding, or controversy between you and HMS Innovations arising out of or relating to:

• (a) these Terms;
• (b) the EULA;
• (c) the Privacy Policy;
• (d) the Services or Software;
• (e) HMS Innovations' collection, use, processing, storage, security, retention, disclosure, or deletion of information in connection with the Services; or
• (f) the relationship between you and HMS Innovations,

whether based in contract, tort, statute, fraud, misrepresentation, equity, or any other legal theory. This definition applies only to the fullest extent permitted by applicable law and does not limit any right or remedy that cannot lawfully be waived.

19.2 No Mandatory Arbitration

Except where a written Enterprise Agreement signed by both parties expressly provides otherwise, neither party may require or compel arbitration of a Dispute under these Terms. Any Dispute that is not resolved informally shall be resolved through court proceedings.

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

Any issue concerning the formation, validity, interpretation, scope, or enforceability of these Terms or this Section 19 shall be decided by a court of competent jurisdiction and not by an arbitrator.

19.3 Exclusive Forum; Jurisdiction; Venue

Except where applicable law requires otherwise, any lawsuit concerning a Dispute must be commenced exclusively in:

• (a) the state courts located in Pinellas County, Florida; or
• (b) if federal subject-matter jurisdiction exists, the United States District Court for the Middle District of Florida, Tampa Division.

Each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on personal jurisdiction, improper venue, or forum non conveniens.

A claim eligible for small-claims court may be brought in the small-claims division of a state court otherwise permitted under this Section.

Nothing in this Section prevents a party from:

• (a) seeking temporary or provisional relief in another court having jurisdiction when reasonably necessary to preserve the status quo or prevent imminent irreparable harm, provided that the merits of the Dispute are pursued in the courts identified above; or
• (b) enforcing a judgment or court order in any jurisdiction where the opposing party or its assets may be found.

19.4 Jury-Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE.

19.5 Class-Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY ASSERT CLAIMS AGAINST THE OTHER ONLY ON ITS OWN BEHALF AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION.

19.6 Prevailing-Party Attorneys' Fees and Costs

To the fullest extent permitted by applicable law, the prevailing party in any Dispute, as determined by the court under applicable law, is entitled to recover from the non-prevailing party its reasonable attorneys' fees, court costs, and other reasonable litigation expenses, in addition to any other relief awarded.

Recoverable fees and costs include those reasonably incurred:

• (a) before suit in asserting, investigating, responding to, or defending the claim that becomes the Dispute;
• (b) at trial and in pretrial or post-trial proceedings;
• (c) in any appeal or remand;
• (d) in any bankruptcy, insolvency, or similar proceeding;
• (e) in enforcing or collecting any judgment or court order; and
• (f) in establishing both entitlement to and the amount of attorneys' fees, costs, and expenses.

The court, rather than a jury, shall determine entitlement to and the amount of any award under this Section.

This Section applies to direct Disputes between you and HMS Innovations and is independent of any indemnification, collection-cost, or similar obligation under these Terms, the EULA, or another applicable agreement.

No party may obtain duplicate recovery of the same attorneys' fees, costs, or expenses under this Section, any indemnification provision, any collection-cost provision, or any other agreement.

19.7 Conflicting Provisions and Severability

Except for an Enterprise Agreement governed by Section 12 that expressly overrides this Section 19, this Section 19 controls over any conflicting dispute-resolution provision in an HMS Innovations EULA, policy, addendum, rider, order form, or other online terms incorporated by reference.

If any waiver or other portion of this Section is found unenforceable as to a particular claim, that portion shall be severed only to the minimum extent necessary. The remaining portions shall remain effective, and no finding of unenforceability shall create or revive an obligation to arbitrate.

19.8 Transition From Prior Arbitration Terms

Notwithstanding Section 1.2, for an existing user this Section 19 becomes effective only when the user affirmatively accepts this version of the Terms.

Upon that affirmative acceptance, you and HMS Innovations mutually agree that this Section 19 replaces any mandatory-arbitration provision in a prior version of HMS Innovations' online terms for every Dispute that has not already been commenced, regardless of when the underlying events occurred.

A proceeding is considered commenced when a complaint has been filed in court or a demand for arbitration has been submitted or served in accordance with the then-applicable arbitration agreement and rules.

A court case or arbitration already commenced before acceptance of these revised Terms remains governed by the terms applicable when it was commenced unless both parties subsequently agree otherwise in a signed writing.

These Terms are governed by the laws of Florida, without regard to conflict-of-laws principles.

21.1 Assignment

You may not assign or transfer these Terms without the prior written consent of HMS Innovations. HMS Innovations may assign these Terms without restriction.

21.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

21.3 Waiver

The failure of HMS Innovations to enforce any right or provision shall not constitute a waiver of such right or provision.

21.4 Force Majeure

HMS Innovations shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power failures, internet outages, platform outages, carrier outages, governmental actions, or failures of third-party service providers.

21.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not confer any rights or remedies upon any third party.

HMS Innovations LLC (DBA RipDrip)

Email: support@ripdrip.ai