Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you ("Customer," "you," or "your") and Honestly, Inc., a Delaware corporation ("Honestly," "we," "us," or "our"). They govern your access to and use of the Honestly analytics dashboard, our websites, and related services (together, the "Service"). By creating an account, subscribing to, accessing, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.

If you are entering into these Terms on behalf of a company or other organization, you represent that you are authorized to bind that organization, and "you" refers to that organization. If you do not agree to these Terms, do not access or use the Service.

2. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements and that all information you provide is accurate, current, and complete.

3. The Service

Honestly is a subscription-based analytics platform that surfaces insights from publicly available social media and online content related to products and brands. Features may include content cataloging, conversational analytics, reporting, and affiliate and creator intelligence.

We operate the Service in the United States. We provide the Service for your business use only.

4. Accounts and Registration

To use most features, you must create an account. You agree to provide accurate information, keep it current, keep your login credentials confidential, and remain responsible for all activity that occurs under your account. Notify us promptly at lets@usehonestly.com if you believe your account has been compromised. We may refuse, suspend, or remove an account at our discretion.

5. Subscriptions, Fees, and Payment

• Access to the Service is provided on a subscription basis as described in your plan or order.
• Fees are billed in advance through our payment processor, Stripe. By subscribing, you authorize us, through Stripe, to charge the applicable fees to your payment method on a recurring basis.
• Subscriptions renew automatically for the same term until cancelled. You may cancel at any time, effective at the end of your current term, and your access continues until then.
• Except as required by law, fees are non-refundable and payments are non-cancellable for the current term.
• We may change pricing for a future term with prior notice.
• You are responsible for any applicable taxes, other than taxes based on our net income.
• If a payment fails or is overdue, we may suspend or terminate your access.

6. License to Use the Service

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your internal business purposes during your subscription. You may use the insights and reports we generate for you in the ordinary course of your business. All rights not expressly granted are reserved by us.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law;
• Resell, sublicense, rent, or share access to the Service without our written consent;
• Reverse engineer, decompile, or attempt to access the source code, models, or underlying methods of the Service;
• Scrape, copy, or bulk-export the Service or its data except through features we provide;
• Interfere with, disrupt, or overload the Service, or introduce any malware or harmful code;
• Circumvent or attempt to circumvent any usage limits, access controls, or security measures;
• Infringe the intellectual property or other rights of any person, or upload unlawful, infringing, or harmful content;
• Impersonate any person or misrepresent your affiliation;
• Use the Service to build or assist in building a competing product.

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

8. Customer Content and Data

The Service allows you to upload or input certain information, such as product catalogs and queries ("Customer Content"). As between you and us, you retain all rights to your Customer Content. You grant us a worldwide, non-exclusive, royalty-free license to host, process, and use Customer Content as necessary to provide, secure, and support the Service.

You are responsible for your Customer Content, and you represent that you have the rights necessary to provide it and that it does not violate any law or third-party right.

9. Feedback

If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them for any purpose, without any obligation or compensation to you.

10. Intellectual Property

The Service, including its software, design, branding, text, graphics, and the methods and models behind it, is owned by Honestly or its licensors and is protected by intellectual property and other laws. "Honestly" and our logos are our marks and may not be used without our prior written permission. Except for the limited license granted above, these Terms do not transfer to you any right, title, or interest in the Service.

11. Third-Party Content, Websites, and Services

The Service surfaces and analyzes content that is publicly available and created by third parties, and may link to third-party websites or services. Third-party content remains the property of its respective owners. We do not control, endorse, or assume responsibility for third-party content, websites, or services, or for their accuracy, completeness, or availability. Your use of any third-party content or service is at your own risk and may be subject to separate terms.

12. Copyright and Content Complaints

We respect intellectual property rights. If you believe content made available through the Service infringes your copyright or other rights, email us at lets@usehonestly.com with a description of the work, the location of the material, your contact information, and a statement of your good-faith belief. We will review your notice and respond appropriately, which may include removing the material.

13. Privacy

Your use of the Service is also governed by our Privacy Policy, which explains how we handle information.

14. Confidentiality

In connection with the Service, each party may receive non-public information of the other party. Each party agrees to use the other party's confidential information only as needed in connection with the Service and to protect it using at least reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully obtained from another source. Either party may disclose confidential information if required by law, after giving reasonable notice where permitted.

15. Modifications and Interruptions

We may change, suspend, or discontinue any part of the Service at any time, including its features and availability, and we may impose limits or restrict access to parts of the Service. We will not be liable to you for any change, suspension, or discontinuation of the Service. We do not guarantee that the Service will be available at all times, and it may be unavailable due to maintenance, technical issues, or factors outside our control.

16. Disclaimer of Warranties

17. Limitation of Liability

18. Indemnification

You agree to defend, indemnify, and hold harmless Honestly and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your Customer Content, your violation of these Terms, or your violation of any law or third-party right.

19. Term and Termination

These Terms remain in effect while you access or use the Service. You may cancel your subscription at any time. We may suspend or terminate your access immediately if you breach these Terms, fail to pay, or use the Service in a way that creates risk or legal exposure for us or others, and we may otherwise terminate with reasonable notice.

On termination, your right to use the Service ends and any outstanding fees become due. Provisions that by their nature should survive termination, including intellectual property, Feedback, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will continue to apply.

20. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to the Dispute Resolution section below, you and we agree to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

21. Dispute Resolution

Before filing any claim, you agree to first try to resolve the dispute informally by contacting us at lets@usehonestly.com. Most concerns can be resolved this way. If we cannot resolve a dispute within 30 days, either party may pursue the claim in the courts identified above.

To the extent permitted by law, you and we waive any right to a jury trial, and any claim will be brought only in an individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

22. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will update the "Last Updated" date above and, where appropriate, provide additional notice. Changes take effect when posted. Your continued use of the Service after the changes take effect means you accept the updated Terms.

23. Electronic Communications

By using the Service, you consent to receive communications from us electronically, and you agree that electronic agreements, notices, disclosures, and records satisfy any legal requirement that such communications be in writing.

24. General

• Entire Agreement. These Terms and the Privacy Policy, together with any order or plan you agree to, are the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings. If you and we have signed a separate written agreement for the Service, that agreement controls to the extent it conflicts with these Terms.
• Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, financing, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.
• Force Majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, outages, network or third-party failures, or government action.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.
• Notices. We may provide notices to you by email or through the Service. You may send notices to us at the contact details below.
• Headings. Headings are for convenience only and do not affect interpretation.