Terms of Service

1. Acceptance of Terms

Welcome to Dragonfly Diligence ("Platform", "Service"), operated by Dragonfly Operating Partners ("Company", "we", "us", or "our"). By accessing or using the Platform, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Platform.

These Terms apply to all users of the Platform, including but not limited to employees, partners, contractors, and authorized third parties.

2. Description of Service

Dragonfly Diligence is a due diligence platform designed to facilitate:

• Document management and data room organization
• Due diligence assessments and workflows
• Interview scheduling and documentation
• Report generation and collaboration
• Integration with third-party services such as Google Drive
• Team collaboration and access management

3. Account Registration and Security

3.1 Account Creation

To use the Platform, you must create an account by providing accurate and complete information. Account creation may be subject to approval by an administrator.

3.2 Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Ensuring your account information remains accurate and up-to-date

3.3 Account Types

The Platform supports different user roles with varying levels of access and permissions. Your access level is determined by your organization's administrator.

4. Acceptable Use Policy

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Platform for any illegal or unauthorized purpose
• Upload or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to any part of the Platform
• Interfere with or disrupt the Platform's infrastructure
• Impersonate any person or entity
• Share your account credentials with unauthorized parties
• Use automated systems to access the Platform without permission
• Violate any applicable laws or regulations
• Upload content that infringes on intellectual property rights
• Use the Platform to store or transmit sensitive personal information beyond what is necessary for due diligence purposes

5. Content and Data

5.1 Your Content

You retain ownership of all content you upload to the Platform. By uploading content, you grant us a limited license to store, display, and process that content solely for the purpose of providing the Service.

5.2 Content Responsibility

You are solely responsible for all content you upload and must ensure you have the necessary rights and permissions to use and share such content.

5.3 Confidentiality

Given the nature of due diligence work, the Platform may contain confidential and sensitive business information. You agree to maintain the confidentiality of all information accessed through the Platform in accordance with any applicable confidentiality agreements.

6. Third-Party Integrations

6.1 Google Drive Integration

The Platform offers integration with Google Drive to facilitate document import and management. By using this integration:

• You authorize us to access the specific folders and files you select
• You confirm you have the right to access and share the connected content
• You understand that files imported from Google Drive will be stored within the Platform
• You can revoke access at any time through your Google Account settings

6.2 Third-Party Terms

Your use of third-party integrations is also subject to those services' terms of service. We are not responsible for any third-party services or their actions.

7. Intellectual Property

7.1 Platform Ownership

The Platform, including its design, features, functionality, and underlying technology, is owned by Dragonfly Operating Partners and is protected by copyright, trademark, and other intellectual property laws.

7.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purpose. This license does not include the right to:

• Modify, copy, or distribute the Platform
• Reverse engineer or attempt to extract source code
• Use the Platform to build a competing product
• Remove any proprietary notices or labels

8. Privacy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

9. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the Platform will be uninterrupted or error-free
• Warranties regarding the accuracy or reliability of any information
• Warranties that defects will be corrected

The Platform is a tool to assist with due diligence processes. It does not constitute legal, financial, or professional advice. Users should rely on their own professional judgment and consult appropriate experts for specific matters.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAGONFLY OPERATING PARTNERS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, data, business opportunities, or goodwill
• Any damages arising from your use or inability to use the Platform
• Any damages arising from unauthorized access to your account

In no event shall our total liability exceed the amount paid by you for the Service in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Dragonfly Operating Partners and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any rights of another party
• Content you upload to the Platform

12. Termination

12.1 Termination by You

You may stop using the Platform at any time. To request account deletion, please contact your administrator or our support team.

12.2 Termination by Us

We may suspend or terminate your access to the Platform at any time, with or without cause, including for:

• Violation of these Terms
• Request from your organization's administrator
• Extended periods of inactivity
• Legal or regulatory requirements

12.3 Effect of Termination

Upon termination, your right to access the Platform will immediately cease. Provisions that by their nature should survive termination will survive, including ownership, warranty disclaimers, indemnification, and limitations of liability.

13. Modifications to Service and Terms

We reserve the right to modify or discontinue the Platform at any time. We may also modify these Terms from time to time. We will notify users of material changes by posting the updated Terms and updating the "Last updated" date. Your continued use of the Platform after changes constitutes acceptance of the modified Terms.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any disputes arising from these Terms or your use of the Platform shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, unless otherwise agreed by the parties.

15. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and us regarding the Platform.
• Severability: If any provision is found unenforceable, the remaining provisions will remain in effect.
• Waiver: Our failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights freely.
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control.

16. Contact Information

If you have questions about these Terms, please contact us: