These Terms of Service govern access to and use of the DriftPatrol platform, website, and related services operated by DriftPatrol, an operating brand of Deer Track Design LLC, a Delaware limited liability company ("DriftPatrol," "we," "us," or "our"). By accessing the Service, you agree to be bound by these Terms.
"Agreement" means these Terms of Service together with any Order Form, Data Processing Addendum, Acceptable Use Policy, and other documents incorporated by reference.
"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Service.
"Customer" means the entity entering into this Agreement and accessing the Service.
"Customer Data" means the URLs submitted for monitoring, the content retrieved from those URLs, configuration data, and any other data uploaded, transmitted, or generated by Customer through use of the Service.
"Documentation" means the user and technical documentation made available by DriftPatrol.
"Monitored URL" means a publicly accessible web address that Customer designates for automated observation and change detection.
"Output" means diffs, digests, alerts, machine-generated summaries, exported reports, and other materials produced by the Service.
"Service" means the DriftPatrol software-as-a-service offering, including the website, API, dashboard, scheduled crawling infrastructure, change-detection engine, summarization engine, and delivery mechanisms (email, in-app, webhook).
"Subscription Term" means the period stated in the applicable Order Form during which Customer is entitled to access the Service.
By clicking "accept," executing an Order Form, or accessing the Service, Customer agrees to these Terms. The individual accepting on behalf of Customer represents and warrants they are at least eighteen (18) years of age and have legal authority to bind Customer. The Service is offered exclusively to business entities and is not intended for personal, consumer, or household use.
Subject to this Agreement and payment of applicable fees, DriftPatrol grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service solely for Customer's internal business purposes and solely by Authorized Users.
DriftPatrol may modify, enhance, or update the Service at any time. Material feature removals affecting contracted functionality will be announced with not less than thirty (30) days' prior notice.
DriftPatrol targets 99.5% monthly availability of the core change-detection pipeline, measured exclusive of scheduled maintenance and force majeure events. Remedies for failure to meet targets, if any, are set forth in the applicable Order Form.
Customer is responsible for (a) maintaining the confidentiality of all credentials; (b) all activity occurring under its accounts; (c) promptly notifying DriftPatrol of any suspected unauthorized access at [email protected]; and (d) ensuring Authorized Users comply with this Agreement.
Customer shall pay the fees stated in the applicable Order Form. Unless otherwise stated, fees are quoted in U.S. Dollars, are billed in advance on a monthly or annual basis, and are non-refundable except as expressly stated.
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all such taxes, excluding taxes based on DriftPatrol's net income.
Past-due amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. DriftPatrol may suspend the Service for non-payment upon ten (10) days' written notice.
As between the parties, Customer owns all right, title, and interest in and to Customer Data. DriftPatrol claims no ownership of Customer Data.
Customer grants DriftPatrol a limited, non-exclusive, royalty-free, worldwide license to host, copy, process, analyze, index, and transmit Customer Data solely as necessary to provide and improve the Service and to comply with legal obligations.
DriftPatrol may generate aggregated, de-identified, or anonymized data derived from Customer Data ("Analytics Data") and may use, retain, and disclose such Analytics Data for any lawful business purpose, provided such data cannot reasonably be used to identify Customer or any individual.
To the extent DriftPatrol processes personal data on Customer's behalf, the parties shall comply with the Data Processing Addendum available at driftpatrol.app/dpa.
Customer shall comply with the Acceptable Use Policy at driftpatrol.app/aup, which is incorporated by reference. Without limiting the foregoing, Customer shall not (a) submit Monitored URLs that require authentication, bypass authentication, or violate any third party's terms of service, applicable law, or intellectual-property rights; (b) use the Service to harvest personal data at scale; (c) reverse engineer, decompile, or attempt to derive source code except to the extent expressly permitted by law; (d) use the Service to build a competing product; or (e) circumvent usage limits.
DriftPatrol retains all right, title, and interest in and to the Service, Documentation, and all related software, algorithms, models, user interfaces, Output formats, know-how, and improvements, including all intellectual-property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement. Customer may provide feedback; DriftPatrol may freely use such feedback without restriction or compensation.
Each party shall protect the other's Confidential Information using the same degree of care it uses for its own confidential information, and not less than a reasonable degree of care. "Confidential Information" excludes information that is or becomes publicly available through no fault of the recipient, was rightfully known prior to disclosure, is rightfully received from a third party without duty of confidentiality, or is independently developed without use of Confidential Information. The recipient may disclose Confidential Information if compelled by law, provided it gives the disclosing party prompt notice where legally permissible.
The Service retrieves content from web addresses designated by Customer. Customer represents and warrants that (a) each Monitored URL is publicly accessible without circumvention of technical protection measures; (b) Customer's submission of the Monitored URL and receipt of Output does not violate any agreement, terms of service, applicable law, or order of any court or tribunal; (c) Customer has the right to receive and use the Output for its intended business purpose; and (d) Customer's designation of any third-party URL does not create a conflict of interest under Customer's professional-conduct rules.
Customer-directed scraping disputes. If a third-party site operator, content owner, or other person asserts a claim, sends a cease-and-desist demand, threatens litigation, or commences a legal proceeding against DriftPatrol in connection with DriftPatrol's retrieval of a Monitored URL designated by Customer or with Customer's use of the Output therefrom, including but not limited to claims under (i) Computer Fraud and Abuse Act 18 U.S.C. § 1030; (ii) Digital Millennium Copyright Act 17 U.S.C. § 512; (iii) state-law breach-of-contract or tortious-interference theories arising from a site's terms of service; (iv) state computer-trespass statutes including Tex. Bus. & Com. Code § 143A and Va. Code § 18.2-152; or (v) state consumer-protection or data-protection statutes — the indemnification provisions of Section 14.2 apply, and Customer agrees to defend, indemnify, and hold DriftPatrol harmless on the terms set forth therein.
DriftPatrol makes no representation regarding the accuracy, completeness, timeliness, or legality of content retrieved from any third-party URL. DriftPatrol's compliance with site-operator takedown requests under the Scraping Posture is at DriftPatrol's sole discretion and shall not be construed as an admission of liability for prior retrieval.
DriftPatrol warrants that it will provide the Service in a workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY STATED, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." DRIFTPATROL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. DRIFTPATROL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, THAT THE SERVICE WILL DETECT EVERY CHANGE TO A MONITORED URL, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.
THE SERVICE AND ALL OUTPUT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BY CUSTOMER'S USE OF THE SERVICE. DriftPatrol is not a law firm, is not licensed to practice law in any jurisdiction, and does not provide legal counsel. Machine-generated summaries may misinterpret legal text, omit material changes, misstate nuance, or produce errors. Customer and its Authorized Users are solely responsible for independently reviewing Monitored URL content and for obtaining advice from a duly licensed attorney before taking or refraining from any action. See the full notice at driftpatrol.app/disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO DRIFTPATROL FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations do not apply to (a) Customer's payment obligations; (b) a party's gross negligence, willful misconduct, or fraud; or (c) Customer's breach of Sections 7 (Acceptable Use), 8 (Intellectual Property), or the Acceptable Use Policy.
State-specific carve-outs. The parties acknowledge that California Civil Code § 1668, Massachusetts Chapter 93A, New York General Business Law § 349, and analogous statutes in other jurisdictions may limit the enforceability of certain liability waivers. Where a court of competent jurisdiction determines that any portion of this Section 13 is unenforceable as applied to a specific claim, the remainder of this Section 13 shall remain in full force and effect, and the unenforceable portion shall be reformed to the maximum extent permitted by applicable law to give effect to the parties' intent to limit liability. The parties have negotiated this limitation as a material element of the bargain reflected in the Service's pricing.
Output-reliance disclaimer. Customer expressly acknowledges that machine-generated summaries produced by the Service may be inaccurate, incomplete, or misleading; that Customer's reliance on Output without independent verification is unreasonable; and that any damages arising from such reliance are not within the parties' contemplation as foreseeable damages. Customer's exclusive remedy for an alleged failure of Output accuracy is a credit, refund, or termination remedy as specified in the applicable Order Form, and not consequential, special, or punitive damages.
DriftPatrol shall defend Customer from third-party claims alleging the Service, when used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and shall indemnify Customer for damages finally awarded. This obligation does not apply to claims arising from (i) modifications not made by DriftPatrol; (ii) use in combination with materials not provided by DriftPatrol; (iii) Customer Data; or (iv) Monitored URLs.
Customer shall defend, indemnify, and hold harmless DriftPatrol, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, proceeding, judgment, settlement, fine, penalty, cost, or expense (including reasonable attorneys' fees and costs of investigation) arising from or related to: (i) Customer Data, including any claim that Customer's designation of a Monitored URL or use of the resulting Output violated a third party's terms of service, contract, intellectual-property rights, or other rights; (ii) any cease-and-desist demand, take-down request, or pre-litigation correspondence directed at DriftPatrol arising from a URL designated by Customer; (iii) Customer's breach of Sections 7 (Acceptable Use), 10 (Third-Party Content and URLs), or the Acceptable Use Policy, including the conflicts-of-interest warranties therein; (iv) use of Output to make legal, compliance, regulatory, or other significant decisions without independent professional review; (v) Customer's violation of applicable law, professional-conduct rules, court orders, or regulatory obligations; or (vi) any claim that Customer's use of the Service violated bar advertising, solicitation, unauthorized-practice-of-law, or attorney-confidentiality rules in any jurisdiction.
DriftPatrol shall provide Customer with prompt written notice of any such claim, reasonable cooperation in the defense at Customer's expense, and the right to control the defense and settlement, provided that Customer shall not settle any claim that imposes any non-monetary obligation on DriftPatrol or admits fault on DriftPatrol's behalf without DriftPatrol's prior written consent (not unreasonably withheld).
This Agreement commences on the Effective Date and continues for the Subscription Term. Either party may terminate for material breach upon thirty (30) days' written notice if the breach is not cured within that period. DriftPatrol may suspend or terminate immediately for Customer's violation of Sections 7, 10, or the Acceptable Use Policy, or as required by law.
During the Subscription Term and for thirty (30) days thereafter, Customer may export Customer Data in a structured, machine-readable format. After such period, DriftPatrol shall delete Customer Data within ninety (90) days, except as required by applicable law or retained in secure backups purged in the ordinary course of business within twelve (12) months.
DriftPatrol may update these Terms from time to time. For material changes, DriftPatrol will provide not less than thirty (30) days' prior notice via the Service or to Customer's administrative email. Continued use of the Service after the effective date of any change constitutes acceptance.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to Section 19, the state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction.
Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitrator's award may be entered in any court of competent jurisdiction. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE CAPACITY. Either party may seek injunctive relief in court to protect intellectual-property or confidentiality rights pending arbitration.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, epidemic, governmental action, labor disputes, or failure of third-party infrastructure (including cloud providers or the public internet).
Customer may not assign this Agreement without DriftPatrol's prior written consent, except to a successor in interest via merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of DriftPatrol and assumes all obligations in writing. DriftPatrol may assign this Agreement without restriction.
Notices to DriftPatrol shall be sent to [email protected] and by certified mail to Deer Track Design LLC, 9198 Apollo Rd, Bloomington, IL 61705, USA. Notices to Customer shall be sent to the administrative email on file.
If any provision is held unenforceable, the remainder shall continue in full force and effect. Failure to enforce any provision is not a waiver. This Agreement, together with the documents incorporated by reference, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements.
Questions regarding these Terms: [email protected]. Security reports: [email protected]. All other inquiries: [email protected].
