Terms of Service

1. Eligibility

You must be at least 18 years old and able to form a binding contract under applicable law to use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you and that organization.

2. Accounts

Once accounts are available, you are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You agree to provide accurate information, keep it current, and notify us promptly of any unauthorized use of your account at help@getdrucker.com. We may suspend or terminate accounts that violate these Terms.

3. The waitlist

When you join the waitlist, you authorize us to contact you by email about the Drucker launch and related product updates. You may unsubscribe at any time using the link in any message or by emailing us. Joining the waitlist does not guarantee that Drucker will launch, that you will be granted access, or that any particular feature will be offered.

4. Acceptable use

You agree not to:

• Use the Service in violation of any applicable law or regulation, or any third-party right.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent this restriction is prohibited by applicable law.
• Probe, scan, or test the vulnerability of the Service; breach security or authentication measures; or interfere with or disrupt the Service or its infrastructure.
• Access the Service to build a competing product, or copy any features, functions, or graphics of the Service.
• Use the Service to send spam, malware, or harmful content, or to harass, defame, or harm any person.
• Resell, sublicense, or otherwise commercially exploit the Service without our prior written consent.
• Use automated means (bots, scrapers) to access the Service except as expressly permitted by us in writing.

We may investigate suspected violations and take appropriate action, including suspending or terminating access.

5. Your content

When the Service supports customer content (data, text, files, or other materials you submit through the Service), you retain all rights you have in that content (“Customer Content”). You grant Drucker a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Customer Content solely as needed to provide and improve the Service for you, comply with law, and enforce these Terms. We do not claim ownership of Customer Content.

You are responsible for Customer Content and for ensuring you have all rights necessary to submit it and have it processed by the Service. You will not submit Customer Content that infringes any third-party right or violates law.

6. Feedback

If you send us feedback, suggestions, or ideas about the Service (“Feedback”), you grant Drucker a worldwide, perpetual, irrevocable, royalty-free license to use the Feedback for any purpose without obligation or compensation to you. We will not identify you as the source of Feedback without your permission.

7. Fees, billing, and refunds

The waitlist is free. If and when paid features become available, the applicable fees, billing cycle, and any plan- specific terms will be presented at the time of purchase and are incorporated into these Terms by reference. Unless stated otherwise:

• Fees are quoted exclusive of taxes, which you are responsible for.
• Subscriptions automatically renew at the end of each billing period until cancelled.
• You may cancel at any time from your account settings or by emailing help@getdrucker.com. Cancellation takes effect at the end of the then-current billing period; the Service remains available until that date.
• 14-day refund. If you cancel within 14 days of your first paid subscription, we will refund the fees paid for that subscription on request. Outside that window, fees are non-refundable except where required by law.
• We do not refund pro-rated amounts for partial periods after cancellation. If we materially decrease the Service during a paid period, you may terminate and we will refund pre-paid fees for the unused portion of the term.
• If you fail to pay, we may suspend or terminate your access. Past-due amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you will reimburse our reasonable collection costs.

8. Service availability

The waitlist is provided on an “as available” basis with no uptime commitment. Once the Service launches, we will use commercially reasonable efforts to keep it available, but we do not guarantee any specific level of uptime unless a written service level agreement (SLA) is included in your subscription plan or order form. Scheduled maintenance, third-party outages, force majeure events, and emergency security work may cause downtime. We will give reasonable advance notice of planned maintenance where practical.

9. Subprocessors and data processing

We use third-party service providers (“subprocessors”) to operate the Service. The current list of subprocessors and what each one processes is in our Privacy Policy. We require subprocessors to provide a level of data protection consistent with applicable law and these Terms.

If you are a business customer subject to the GDPR, UK GDPR, CCPA/CPRA, or another comprehensive privacy law, contact help@getdrucker.com to request our Data Processing Agreement (DPA) before submitting personal data through the Service. Where we add or replace a subprocessor that processes paying customers’ personal data, we will give at least 30 days’ prior notice (by email or a notice on the Service) and you may terminate the affected portion of the Service if you reasonably object to the change.

10. Intellectual property

The Service, including its software, design, text, graphics, and trademarks, is owned by Run on Rails, Inc.or its licensors and is protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. No other rights are granted, by implication or otherwise. “Drucker” and our logos are trademarks of Run on Rails, Inc.; you may not use them without our prior written consent.

11. Copyright and DMCA

We respect intellectual property rights. If you believe content available through the Service infringes your copyright, you may submit a notice under the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent. Your notice must include:

1. A physical or electronic signature of the copyright owner or person authorized to act on the owner’s behalf;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it on the Service;
4. Your contact information (mailing address, telephone number, and email address);
5. A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

Designated agent:

If your content is removed in response to a notice, you may submit a counter-notice that meets the requirements of 17 U.S.C. § 512(g)(3). We will terminate the accounts of users who are repeat infringers in appropriate circumstances.

12. Third-party services

The Service may interoperate with or contain links to third-party websites or services that we do not control. We are not responsible for those third parties, and your use of them is governed by their terms and privacy policies. We provide such links and integrations as a convenience and do not endorse them.

13. Beta features

We may offer features identified as beta, preview, early access, or experimental (“Beta Features”). Beta Features are provided “as is” for evaluation and may be changed or discontinued at any time. We make no warranties about Beta Features and our liability for them is limited to the maximum extent permitted by law.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THIS SECTION MAY NOT FULLY APPLY TO YOU.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Run on Rails, Inc. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.

16. Indemnification

You will defend, indemnify, and hold harmless Run on Rails, Inc.and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Content; (b) your use of the Service in violation of these Terms or applicable law; or (c) your violation of any third-party right.

17. Termination and data export

You may stop using the Service at any time. Once accounts are available, you may close your account from your account settings or by emailing help@getdrucker.com. We may suspend or terminate your access to the Service at any time if we reasonably believe you have violated these Terms, if required by law, or if continued provision is no longer commercially viable. We will provide reasonable notice where practical.

Data export. For 30 days after termination of a paid account, you may request export of your Customer Content in a commonly used format by emailing help@getdrucker.com. After that 30-day period, we will delete or anonymize Customer Content from active systems, except where we are required to retain it by law or for legitimate business purposes (such as fraud prevention or dispute resolution); residual copies in routine backups are deleted in the ordinary course.

Sections of these Terms that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, indemnification, and dispute resolution.

18. Governing law

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 19, the state and federal courts located in Palm Beach County, Florida have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service that is not subject to arbitration, and you and we consent to personal jurisdiction and venue in those courts.

Informal resolution. Before filing any claim, you agree to try to resolve the dispute informally by contacting us at help@getdrucker.com and giving us 30 days to respond.

19. Arbitration and class action waiver

Please read this section carefully — it affects your legal rights, including your right to file a lawsuit in court and to participate in a class action.

Agreement to arbitrate. You and Run on Rails, Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) that is not resolved informally under Section 18 will be resolved exclusively by final and binding individual arbitration, except as provided below. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, if you are a business customer, its Commercial Arbitration Rules), as modified by these Terms. The arbitrator — and not any federal, state, or local court — has exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms is unenforceable. The seat of the arbitration will be Palm Beach County, Florida; hearings may be conducted by telephone, video, or in person at a mutually convenient location. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Class action waiver. You and Run on Rails, Inc. agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

Carve-outs.This section does not require arbitration of: (a) claims that may be brought in small claims court, if they qualify and remain in that court; (b) claims to enforce, protect, or determine the validity or ownership of intellectual property rights; or (c) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data, security, intellectual property, or other proprietary rights.

30-day opt-out right. You may opt out of this arbitration agreement by sending written notice to help@getdrucker.com with the subject line “Arbitration Opt-Out” within 30 days after first becoming subject to it. Your notice must include your name, the email address associated with your use of the Service, and a clear statement that you wish to opt out. If you opt out, the rest of these Terms (including Section 18) will continue to apply.

Severability. If the class action waiver is found to be unenforceable as to any claim or remedy, then that claim or remedy (and only that claim or remedy) will be severed from arbitration and brought in court under Section 18, and the remainder of this section will remain in force.

20. Changes to the Service or Terms

We may modify these Terms from time to time. If we make material changes, we will update the “Effective” date and, where appropriate, provide additional notice (for example, by emailing waitlist subscribers or posting a notice on the Service). Changes take effect when posted unless we state otherwise. Your continued use of the Service after the effective date means you accept the revised Terms.

We may also change, suspend, or discontinue any part of the Service at any time. We are not liable to you or any third party for doing so.

21. Miscellaneous

These Terms, together with the Privacy Policy and any order forms or supplemental terms we present to you, are the entire agreement between you and us regarding the Service and supersede any prior agreements on the same subject. If any provision is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, financing, or sale of assets. There are no third-party beneficiaries. Notices to us must be sent to the address below; notices to you may be sent to the email address associated with your use of the Service.

22. Contact

Questions about these Terms? Contact us at:

help@getdrucker.com