• 1. DEFINITIONS

1. "Account" means your registered account with us, through which you obtain access to and use of our Services, and includes all information and data which you input into your account, including without limitation, the designation of authorized users, passwords, and financial and billing information.
2. "Affiliate" means: (i) any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; and (ii) each officer, director, shareholder, agent, employee, supplier, or reseller of the Company. As used in this definition, "control" (including, with correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies.
3. "Aggregated Statistics" means data and information related to Your use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
4. "Agreement" and "Terms and Conditions" mean the terms and conditions recited herein, as amended from time to time by the Company, and all documents, rules and policies referenced herein.
5. "Authorized User" means Your employees, consultants, contractors, and agents (i) who are authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. "Company" means Drop Inc and NewHomePage LLC. which is also sometimes referred to as, "I", "we", "us" or "our".
6. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of You or an Authorized User through the Services.
7. "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Companys monitoring of Your access to or use of the Services, but does not include Customer Data.
8. "Services" means any of the services offered or provided, from time to time, by the Company through this website, including by way of example only, Voice Broadcasts, DropVM^TM messages (Ringfree Voicemail Drop Services), TextDrop^TM messages (Short & Long Code Message Services), or other telemarketing services, including any such services that utilize an Automatic Telephone Dialing System (ATDS), Automatic Dialing-Announcing Device (ADAD), or live transfers.
9. "Third-Party Service Provider" means any entity other than Company that may be involved in the performance of the Services, including by way of example cellular service providers and any other entities involved in the transmission, processing, and receipt of cellular telephone calls, voice mail messages, and text messages.
10. "Transmission" means (i) the act or process of sending or transmitting audio, visual, text, or other forms of content and materials by means of electronic communication by means of our Services, or (ii) such content and material itself, as the context requires.
11. "You" and "your" means a user, client, subscriber, customer, end user, or reseller, who is granted access and use of the Service by the Company.


• 2. LEGAL CAPACITY.

You represent and warrant that: (a) you have the legal right, capacity and authority to agree to these Terms and Conditions as an individual or on behalf of a corporation or other entity; (b) you have attained the age of majority in the jurisdiction in which you reside and that you are in any event at least 18 years of age; and (c) if you are utilizing the Services on behalf of a corporation or other entity, all references to you and your in these Terms and Conditions shall include such corporation or organization, jointly and severally with you personally.

• 3. ACCESS AND USE OF YOUR ACCOUNT.

1. Provision of Access. Subject to and conditioned on Your payment of Fees and compliance with this Agreement, Company hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with this Agreement. Such use is limited to Your internal use.
2. Documentation License. Subject to this Agreement, Company hereby grants to You a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Your internal business purposes in connection with Your use of the Services.
3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. Examples include:
1. any criminal or illegal activity;
2. the spoofing or impersonation of another person, corporation, organization or entity;
3. engaging in spamming and/or nuisance activities;
4. offering any emergency services or other public safety service through 911 or any other system;
5. using the Services for purposes not specifically authorized.
5. Reservation of Rights. Company reserves all rights not expressly granted to You in this Agreement.
6. Suspension: Provider may temporarily suspend access due to threats or security risks.
7. Account Information Maintenance: You must maintain and secure your account information.
8. Aggregated Statistics: Company may monitor usage and collect statistics.

• 4. Responsibilities Customer

1. Use of Ringless Voicemail and AI2Prospect: You acknowledge and agree that it is your responsibility to ensure compliance with all applicable laws and regulations, including, but not limited to, the Telephone Consumer Protection Act (TCPA), the National Do Not Call Registry, and all state and federal telemarketing laws when using Ringless Voicemail, AI2Prospect, and any other telemarketing-related features. You agree to indemnify and hold harmless the Company, its affiliates, and its officers, directors, and employees from any claims, damages, or liabilities arising from your use of these services, including any violations of the aforementioned laws and regulations.

 The Company provides tools to help identify numbers that are likely on the Do Not Call (DNC) list; however, the final responsibility to ensure compliance with the DNC list remains with you. You agree that the Company is not responsible for any legal consequences resulting from the use of the services in violation of such laws, regulations, or agreements.

2. Prohibited Use: You shall not use the Services for any unlawful or unethical purposes, including, but not limited to, calling numbers that are on the National Do Not Call (DNC) list or engaging in unsolicited telemarketing. If the Company receives any complaints, fines, or other legal actions related to your use of the Services in violation of applicable laws, you agree to immediately take corrective actions, including cessation of the illegal activity, and to reimburse the Company for any costs or damages incurred as a result of your actions.
3. Consent and Opt-Out: You agree that all recipients of Ringless Voicemails or calls made by AI2Prospect through your account have consented to be contacted and that they have the option to opt-out or unsubscribe from receiving further communications. You must implement and maintain an opt-out mechanism in accordance with applicable laws, and ensure compliance with any opt-out requests.

• 5. Audit Rights and Remedies

 The company reserves the right to audit your Account and compliance with these terms.

• 6. Disclosure Rights

 The company may disclose information as required by law.

• 1. DISCLAIMERS, LIMITS OF LIABILITY, INDEMNITIES, AND INTELLECTUAL PROPERTY RIGHTS.

1. Use of Ringless Voicemail and AI2Prospect: You acknowledge that the use of Ringless Voicemail and AI2Prospect features, including the automated calling and messaging systems, is governed by applicable federal and state regulations, such as the Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule (TSR). It is your sole responsibility to ensure that your use of these features is fully compliant with these laws. The Company is not liable for any violations of these laws that arise from your use of the Services.
2. Liability for Non-Compliance: You agree to indemnify, defend, and hold the Company, its affiliates, officers, directors, employees, and agents harmless from any claims, losses, fines, penalties, damages, or expenses (including reasonable attorney fees) arising from your failure to comply with telemarketing laws, including the TCPA, TSR, or any other applicable federal or state regulations, related to the use of the Services, including Ringless Voicemail and AI2Prospect.
3. Third-Party Service Providers and DNC Lists: The Company may provide tools to assist with identifying numbers on the Do Not Call (DNC) list, but these tools are not guaranteed to be fully accurate or complete. It is your responsibility to ensure that all calls made through the Services comply with the National DNC Registry, state-specific DNC lists, and other applicable opt-out mechanisms. The Company disclaims any liability for DNC violations related to your use of these tools.
4. Exclusion of Liability for Service Interruptions: In no event will the Company be liable for any interruption of service, delays in transmission, or failures caused by third-party service providers, including but not limited to issues arising from the cellular service providers, telecommunications networks, or other technical providers involved in the transmission of your messages or calls. The Company does not guarantee the availability or reliability of the Services at all times.
5. No Guarantee of Legal Compliance: The Company does not make any representation or warranty regarding the legal compliance of the content or communications sent through the Services, including Ringless Voicemail and AI2Prospect. It is your responsibility to ensure that the content and nature of your messages comply with all applicable laws, regulations, and contractual obligations.

• 1. Term and Termination

1. Term: This Agreement will commence on the Effective Date and will continue in effect until terminated as provided herein.
2. Termination for Convenience: Either party may terminate this Agreement for any reason upon 30 days' written notice to the other party.
3. Termination for Cause: The Company may terminate this Agreement immediately upon written notice if the Customer breaches any of its obligations under this Agreement, including failure to comply with applicable telemarketing laws such as the TCPA and TSR, or if the Customer's use of the Services violates these Terms and Conditions.
4. Immediate Suspension for Non-Compliance: The Company reserves the right to suspend or terminate your access to the Services immediately if it determines, in its sole discretion, that you have violated any applicable telemarketing laws, including, without limitation, the TCPA, TSR, or have otherwise used the Services in a manner that violates these Terms and Conditions or any applicable laws.

• 2. Data Retention and Storage

1. Data Deletion: The Company is not obligated to store or retain any Customer Data for longer than 60 days after the initial entry of such data on our platform. It is your responsibility to back up or otherwise protect any critical data that you may require beyond this period. The Company regularly deletes data from customer accounts after 60 days of initial entry.
2. No Guarantee of Data Retention: The Company makes no representations or warranties that any Customer Data will be retained or protected after the 60-day period. You are solely responsible for the backup and protection of your Customer Data.

• 3. Confidentiality and Security

1. Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the performance of this Agreement, except as required by law.
2. Data Security: The Company will implement commercially reasonable security measures to protect Customer Data and prevent unauthorized access. However, the Customer acknowledges that no security system is entirely foolproof, and the Company does not guarantee the absolute security of Customer Data.

• 4. Compliance with Laws

1. Compliance with Telemarketing Laws: You agree to comply with all applicable telemarketing laws, including but not limited to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), and any state-specific telemarketing laws or regulations when using the Services. You agree that the Company will not be held liable for any legal consequences arising from your failure to comply with these laws.
2. Indemnification for Legal Non-Compliance: You will defend, indemnify, and hold the Company, its affiliates, officers, employees, agents, and representatives harmless from any claims, fines, damages, penalties, or losses arising from any legal action related to your violation of telemarketing laws or regulations, including but not limited to the TCPA and TSR.
3. Do Not Call (DNC) Compliance: The Company provides tools to help identify numbers that may be on the National Do Not Call (DNC) list. However, it remains your responsibility to ensure full compliance with DNC regulations. The Company does not guarantee the accuracy of these tools and disclaims any liability for DNC violations resulting from your use of these services.

• 5. Force Majeure

1. Force Majeure: The Company shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including, but not limited to, natural disasters, acts of government, telecommunications failures, or third-party service provider issues.

• 6. Limitation of Liability

1. General Limitation: Notwithstanding any other provision of these Terms and Conditions, in no event will the Company or any of its affiliates be liable for any indirect, special, incidental, consequential, or punitive damages, or damages for loss of profits, goodwill, opportunity, or earnings, arising directly or indirectly from the use, or non-use, of the Services or in relation to these Terms and Conditions.
2. Maximum Liability of the Company: The maximum liability of the Company for any and all claims, losses, or damages arising out of or relating to the Services will be limited to the lesser of (i) the total amount paid by you for the Services during the six (6) months immediately preceding the event giving rise to the claim, or (ii) $1,000. However, the Company shall not be liable for any damages, losses, or claims related to any breach of these Terms and Conditions.

• 7. Intellectual Property

1. Ownership of Services: You acknowledge that your access to the Services is governed by the terms and conditions of this Agreement and that you do not acquire any ownership interest in the Services. The Company retains full ownership of all intellectual property rights associated with the Services. The Company's owners, officers, and directors retain personal ownership of the business's trademarks, patents, and other intellectual property assets.
2. Trademark Use: Nothing in this Agreement grants you any right to use the Company's trademarks, tradenames, or other intellectual property without the prior written consent of the Company.

• 8. Indemnification

1. Indemnity: You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, judgments, fines, settlements, and expenses (including reasonable legal fees) arising from: (a) your use or misuse of the Services; (b) your breach of any representation or warranty in this Agreement; (c) your violation of any local, state, or federal law, regulation, or code; and (d) your failure to comply with any applicable telemarketing laws, including the TCPA and TSR.

• 9. Miscellaneous

1. Amendment of Agreement: The Company reserves the right to amend or modify these Terms and Conditions at any time by providing written notice or posting the updated terms on the website. You agree to be bound by any such amendments.
2. Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the state in which the Company is located, without regard to its conflict of laws principles. Any disputes under this Agreement shall be resolved in the courts located in that state.
3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.