Terms of Service

Effective Date: July 29, 2024

These Terms of Service, including, without limitation, Exhibit A hereto (the “Terms”) govern access to, and use of, the internet-based platform and associated services offered by Hound Technology, Inc. d/b/a Honeycomb (“Honeycomb”, “we” or “us”), including as made available at and through the website honeycomb.io (such services, software and the website are collectively referred to as the “Service”) by both individual users (each, a “User”) and, to the extent the Service is used by a User on behalf of an organization or other entity (each, an “Organization”), by such Organization. Any User accepting these Terms on behalf of an Organization represents and warrants they have the authority to bind such Organization to these Terms. As used in these Terms, “Customer” means the applicable User and, if applicable, the Organization on whose behalf such User is using the Service. 

PLEASE READ THESE TERMS CAREFULLY. BY INDICATING ACCEPTANCE OF THESE TERMS VIA CLICK-THROUGH OR OTHER ELECTRONIC MEANS OFFERED BY HONEYCOMB AND/OR BY USING THE SERVICE, CUSTOMER IS ENTERING INTO A LEGAL AGREEMENT WITH HONEYCOMB AND AGREES TO BE BOUND BY THESE TERMS AS OF SUCH APPLICABLE DATE (THE “EFFECTIVE DATE”).  IF CUSTOMER DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, CUSTOMER IS NOT PERMITTED TO USE THE SERVICE. Notwithstanding the foregoing, if an Organization has entered into a separate, written agreement with Honeycomb governing access to and use of the Service (an “MSA”), such MSA will control with respect to such Organization’s use of the Service. 

We may make changes to the Terms or to the Service from time to time without prior notice to Customer. When such changes to the Terms are made, we will make the updated Terms available on our website. Unless otherwise notified by Honeycomb, Customer understands and agrees that the updated Terms will be effective immediately and that Customer’s continued use of the Service after the date on which the Terms have changed constitutes acceptance of the updated Terms.

User Accounts 

In order to access and use the Service, each User must have an account with us (each, a “User Account”). Users may be required to create a User Account in order to access the Service or, if using the Service on behalf of an Organization, a User Account may have been created on behalf of such User by the applicable Organization. Each User represents and warrants that: (i) such individual is at least 18 years old and has the legal authority to enter into these Terms, (ii) all information provided to Honeycomb is up-to-date, accurate, and complete, (iii) such individual will not allow another person to access the Service using their User Account, and (iv) such individual will not access the Service using another individual’s User Account. 

If a User is using the Service on behalf of an Organization, such Organization may be able to access and view such User’s use of the Service as well as restrict or terminate such User’s access thereto. Organizations are liable for the acts and omissions of all Users who access and use the Service on behalf of such Organization, including their compliance with these Terms. 

Teams

Honeycomb’s Service uses “Teams” to organize groups of Users, grant them access to data, and create a shared work history. Once a User Account is created, each Customer will have the opportunity to create one or more Teams. Every User is associated with at least one Team. Additional information about Teams, including how to create and manage a Team, is available here. 

Every User associated with a Team has one of two roles: (i) “Team Owner”, which is the User responsible for administration of the applicable Team, including any payment obligations (if applicable), or (ii) “Team Member”, which is a User with the ability to access a Team. Additional information about the different permissions and capabilities for each role on a Team is available here.  When a Team is created, the User who created such Team will be the initial Team Owner of such Team by default. 

Customer is responsible for: (a) any decisions made by Customer to enable access to a Team by other Users, and (b) all activity occurring under any Team for which Customer is a Team Owner, including, without limitation, ensuring that all activities associated with such Team comply with these Terms. To the extent that a Team has multiple Team Owners, each Team Owner will be jointly and severally liable for the activity of such Team in accordance with the foregoing.  For the avoidance of doubt, Organizations are responsible for all activity associated with any Team for which a User who is accessing and using the Service on behalf of such Organization is a Team Owner.

Security and Credentials

Customer is responsible for (i) using the Service in a private and secure manner, and (ii) maintaining the confidentiality of each applicable User Account and any tokens we provide to such Customer that enable such Customer to send data to the Service (“API Tokens” and collectively with login and password information for all applicable User Accounts, “Credentials”). Honeycomb is not liable for any damage or loss due to unauthorized User Account and/or Team access resulting from Customer’s acts or omissions, or, in case of an Organization, any acts or omissions of any Users using the Service on behalf of such Organization. 

If Customer becomes aware of (a) any unauthorized use of an applicable User Account and/or Team, (b) any loss, theft, or disclosure to an unauthorized third party of any Credentials, or (c) any other compromise of an applicable User Account and/or Team, Customer will notify Honeycomb immediately at support@honeycomb.io. 

Use of the Service

Customer will use the Service solely in accordance with these Terms, including Exhibit A hereto, the documentation for the Service published by Honeycomb (the “Documentation”), and the applicable plan tier, if any, including any subscription period, number of events, and/or other usage parameters (collectively, “Approved Use”),  as well as applicable laws and regulations. Exhibit A hereto contains additional terms and conditions that apply to use of certain features and functionality of the Service, such as Query Assistant. If Customer elects to use such features and functionality, Customer will use such features and functionality in accordance with the applicable terms and conditions set forth in Exhibit A. 

Without limiting the foregoing, Customer will not: (i) use the Service in a way that negatively affects others or our ability to provide the Service; (ii) use the Service for any illegal or unauthorized purpose; (iii) use any technology or other means not authorized by us to access the Service or to extract data; (iv) attempt to gain unauthorized access to the Service or any portion thereof, including by trying to circumvent any restrictions; (v) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, modify, copy, distribute, publicly perform, publicly display or create derivative works of the Service or the source code of the software used to provide the Service (except as and only to the extent permitted by applicable law); or (vi) infringe upon or violate the rights of Honeycomb or any third party.

Complimentary Services and Pre-Release Features

Honeycomb may elect to offer Customer certain complimentary proof-of-concept, onboarding, or other similar services (“Complimentary Services”) and/or access to certain “pre-release”, “experimental”, “beta” or other Service features prior to their full commercial release (“Pre-Release Features”), at Honeycomb’s sole option. Receipt and use of any Complimentary Services and/or Pre-Release Features may be conditioned on acceptance of additional terms and may subject to confidentiality obligations. 

CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT COMPLIMENTARY SERVICES AND/OR PRE-RELEASE FEATURES MAY EXPERIENCE DELAYS OR FAILURES OF FUNCTIONALITY, MAY BE INCOMPLETE, AND MAY CONTAIN ERRORS, DEFECTS, BUGS OR OTHER INACCURACIES THAT COULD CAUSE FAILURES, CORRUPTION AND/OR LOSS OF DATA OR INFORMATION. THE FEATURES AND FUNCTIONALITY OF THE COMPLIMENTARY SERVICES AND/OR PRE-RELEASE FEATURES MAY CHANGE AT ANY TIME AND HONEYCOMB DISCLAIMS ANY RESPONSIBILITY FOR SUCH CHANGES OR ANY STATEMENTS HONEYCOMB MAKES OR HAS MADE ABOUT THE EXISTENCE OF SUCH FEATURES OR FUNCTIONALITY. CUSTOMER SHOULD NOT RELY ON ANY PARTICULAR FUNCTIONALITY REFLECTED IN ANY COMPLIMENTARY SERVICES AND/OR PRE-RELEASE FEATURES BEING INCLUDED IN A COMMERCIAL VERSION OF THE SERVICE. 

HONEYCOMB SHALL HAVE NO LIABILITY FOR SUCH COMPLIMENTARY SERVICES AND/OR THE USE OF SUCH PRE-RELEASE FEATURES, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY OF SUCH COMPLIMENTARY SERVICES AND/OR PRE-RELEASE FEATURES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THIS SECTION SUPERSEDES ANY CONFLICTING PROVISION OF THESE TERMS.

Fees and Payment Terms

Each Team is associated with a Honeycomb tiered plan (i.e. Free, Pro, or Enterprise), each of which offer different features and functionality via the Service. Additional information about the available plans is available here. 

By signing up to a Pro subscription plan for a Team (a “Pro Plan”), Customer expressly agrees that we are authorized to charge Customer for: (i) the fees for the applicable Pro  Plan billed in advance (either monthly or annually based on the Pro Plan) for such Team, (ii) any other fees owed for the Service, and (iii) any applicable taxes in connection with Customer’s use of the Service, to the credit card or other payment method Customer provides, and to reimburse us for all collection costs and interest for any overdue amounts. When Customer purchases a Pro Plan (each such purchase, a “Transaction”), Customer will supply additional information relevant to such Transaction, including, without limitation, Customer’s credit-card number, the expiration date of Customer’s credit card, and Customer’s address(es) for billing (such information, “Payment Information”). Customer represents and warrants that they have the legal right to use all payment method(s) represented by any such Payment Information, whether Customer provides it in the course of a Transaction or in connection with such Customer’s User Account. Customer must provide current, complete and accurate information for Customer’s Payment Information. Customer must promptly update all information to keep Customer’s Payment Information current, complete and accurate, and Customer must promptly notify us if Customer’s payment method is canceled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security. If the payment card Customer provides expires or Customer does not maintain accurate and up to date payment card information, we may cancel the Pro Plan and Customer’s User Account without further notice and delete all Customer Data.

We may change our prices at any time, provided that we will give Customer thirty (30) days’ notice for changes to the pricing of any  existing Pro Plan. All fees in connection with the Service are non-refundable and non-cancelable, unless otherwise indicated in the Service. If Customer upgrades a Pro Plan, then we will charge a prorated fee equal to the difference between Customer’s then-current rate and the new rate immediately. Any downgrade in a Customer Pro Plan will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading a Pro Plan may cause the loss of capacity for the applicable Team. We do not accept any liability for such loss.

Payment processing is handled by third-party payment processors (each a “Payment Processor”). Customer may be required to register with the Payment Processor, agree to terms of service of the Payment Processor and go through a vetting process at the request of the Payment Processor to set up an account with the Payment Processor. Please note that Honeycomb is not a party to such terms of service or any payment agreement between Customer and the Payment Processor and that Honeycomb has no obligations or liability to Customer under such agreements.

Notwithstanding the service capacity stated in the description of an applicable tier plan (Free, Pro, or Enterprise), if Customer’s use of the Service substantially exceeds the resource requirement (e.g. in storage, ingestion or computing resources) of typical customers of the Service on a similar tier. Plan on a pro rata basis, we may limit or suspend Customer’s Service until such Customer’s usage is within a more typical operating range.

Privacy and Processing of Personal Information

Honeycomb’s privacy notice, available at honeycomb.io/privacy (the “Privacy Notice”) describes how Honeycomb processes personal information it collects during use of the Service (“Personal Information”). The Privacy Notice is incorporated into these Terms by reference. Please review the Privacy Notice carefully to understand the ways in which we process personal information we collect from use of the Service. 

If Customer uses the Service to process personal data or personal information (each as defined under applicable laws), Customer further agrees that: (i) Customer is responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such personal data and/or personal information via the Service, and (ii) these Terms further incorporate the terms of the Honeycomb Data Processing Addendum, available at https://www.honeycomb.io/dpa (the “DPA”). Customer represents and warrants that Customer has provided all necessary privacy notices and obtained all necessary consents prior to submitting any personal data or personal information to the Service. Customer is responsible for processing such personal data and/or personal information in accordance with all applicable laws and regulations.

Proprietary Rights

Customer acknowledges and agrees that Honeycomb owns all legal right, title and interest in and to the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). These Terms do not convey to Customer any rights of ownership in or related to the Service or any intellectual property rights. 

In connection with Customer’s use of the Service, Customer may submit, or cause to be submitted, and store within the Service electronic and machine data and other materials or information about Customer, its employees, products and services, customers, sales, accounting or financial results and records, and other business data, as applicable (collectively, the “Service Data”). Customer retains all legal right, title and interest such Customer already holds in and to the Service Data and Customer is responsible for protecting those rights in Customer’s discretion. In addition, Customer will own the queries, results, conclusions or other analytics derived from the Service Data by the Service and provided to Customer as output therefrom (collectively, the “Analysis Data” and together with Service Data, “Customer Data”).

By uploading or submitting Service Data through the Service, Customer grants Honeycomb a worldwide, fully paid-up, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, host, maintain, compile, translate, share and distribute such Service Data for the purpose of (i) enabling us to provide Customer with the Service, including generating the Analysis Data and (ii) collecting and using aggregate, anonymized usage and performance statistics to measure the performance of the Service (“Service Analyses”). Honeycomb will own all legal right, title, and interest to Service Analyses.

Customer represents and warrants that: (a) Customer either owns the Service Data or has the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (b) Honeycomb’s exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party. 

Customer may choose to or we may invite Customer to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, Customer agrees that such submission is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to Customer, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Customer hereby agrees that Honeycomb shall have the right to identify Customer as a customer of the Service, and display Customer’s name and logo (if any) in connection with such identification, on the Honeycomb websites and in our other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines Customer provides to Honeycomb in connection with Customer’s name and logo.

Interactive Features 

The Service, and other functionality maintained by Honeycomb, including, without limitation, the Honeycomb Pollinators Slack Community, may include features or functionality (collectively, “Interactive Features”) that allow Customer and other users to submit, post, transmit, analyze and share content, which may include, without limitation, Customer Data, data files, text, documents, and user comments and feedback (collectively, “User Generated Content”). Each User who submits User Generated Content retains all ownership rights in such User Generated Content. By uploading or submitting User Content through any Interactive Features, Customer grants Honeycomb a worldwide, fully paid-up, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Generated Content.
 

Customer represents and warrants that: (i) Customer either owns all User Generated Content or has the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (ii) our exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party. We may display or make User Generated Content available to users of the Interactive Features but do not control the content thereof. We do not guarantee any accuracy or confidentiality with respect to any information contained in any User Generated Content, and strongly recommend that Customer think carefully about what transmitting, submitting, or posting to or through the Interactive Features. All User Generated Content is the sole responsibility of the person from whom such User Generated Content originated. Customer is entirely responsible for all of Customer’s User Generated Content and for any actions taken by us or other users as a result of such User Generated Content. Customer agrees to waive, and hereby does waive, any legal or equitable rights or remedies they have or may have against us with respect to any User Generated Content.

We may refuse to allow any User Generated Content on the Interactive Features, or to edit or remove any User Generated Content at any time without prior notice if we reasonably believe that Customer or Customer’s User Generated Content are in violation of these Terms or otherwise disrupt or threaten the operation of the Interactive Features. We comply with the Digital Millennium Copyright Act and will remove User Generated Content from the Interactive Features upon receipt of a compliant takedown notice (see the Section titled “DMA Policy” below). Customer agrees to immediately take down any User Generated Content that violates the Terms, including in response to a request from us. We may take down such User Generated Content or to suspend or terminate Customer’s use of the Interactive Features and/or the Service in our sole discretion.

Term and Termination 

These Terms will take effect upon the Effective Date and will continue until terminated by either Customer or Honeycomb. 

Customer may stop using the Service at any time and may terminate these Terms upon notice to Honeycomb. If Customer terminates these Terms and cancels the Service, then Customer’s cancellation will take effect immediately upon our receipt of Customer’s cancellation notice. However, if Customer has a Pro Plan with a monthly or annual subscription, then Customer’s cancellation will take effect upon the end of such Pro Plan’s subscription term. Customer agrees that we, in our sole discretion and for any or no reason, may terminate Customer’s User Account and access to the Service. Customer agrees that any termination of access to the Service may be without prior notice, and that we will not be liable to Customer or any third party for such termination. If Customer has a Pro Plan that is current and we elect to exercise our rights to terminate Customer’s access in accordance with the foregoing, we will issue Customer a pro-rated refund for the remaining of the applicable subscription term. 

After any termination hereof, Customer will no longer have access to Customer Data through the Service, and we may delete all such Customer Data. We accept no liability for such deleted Customer Data. We have no obligation to provide Customer a copy of any Customer Data, except to the extent required by applicable law. Customer is solely responsible for exporting Customer Data from the Service prior to termination of these Terms for any reason, provided that if we terminate these Terms, we will provide Customer a reasonable opportunity to retrieve Customer Data. 

The provisions of the Terms relating to limitation of liability, warranty disclaimer, indemnification and intellectual property rights shall continue to be effective after these Terms are terminated.

In addition to the foregoing termination rights, Honeycomb shall have the right to temporarily suspend or limit Customer’s access to the Service (including Customer’s User Account, Teams, and any Customer Data), in its sole discretion, if Customer violates a material restriction or obligation in these Terms, or if in Honeycomb’s reasonable judgment, the Service or any component thereof is about to suffer a threat to security or functionality or otherwise to prevent harm to Honeycomb or its customers. Honeycomb will use reasonable efforts to re-establish access to the Service promptly after Honeycomb determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured.

Warranty Disclaimer 

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND THAT CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK.  HONEYCOMB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HONEYCOMB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) ANALYSIS DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.

Limitation of Liability

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT HONEYCOMB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BYCUSTOMER , HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS. HONEYCOMB’S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES INCURRED BY CUSTOMER IN CONNECTION WITH THESE TERMS OR THE SERVICE (INCLUDING ANY THIRD-PARTY MATERIALS), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER TO HONEYCOMB IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM, AND (II) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS ON OUR LIABILITY TO CUSTOMER ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

Indemnification

Customer agrees to defend, indemnify, and hold Honeycomb and and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any third party claim arising from or in any way related to breach of the Terms by Customer (and, in the case of an Organization, by any User using the Service on Customer’s behalf), including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. We will provide Customer with written notice of such claim, suit or action. We may also assume control of the defense or settlement of a claim subject to indemnification hereunder at any time upon notice to Customer. 

Third Party Materials 

The Service and other Interactive Features may include software (such as open source software), materials, features, functionality, and/or content developed by third parties (“Third-Party Materials”), including, without limitation, hyperlinks to other web sites or content or resources or email content. Customer’s use of Third-Party Materials may be subject to additional terms and conditions of the third party. 

With respect to hyperlinks to other websites, Honeycomb provides such links as a convenience, is responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 

Honeycomb has no responsibility or liability with respect to Customer’s access to or use of Third-Party Materials. 

DMCA Policy

We have established the following process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act. If an individual believes that copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service or any other Interactive Features, please notify our copyright agent, in accordance with the Digital Millennium Copyright Act of 1998 (DMCA). For a complaint to be valid under the DMCA, the applicable individual must provide the following information in writing:

• an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• identification of the copyrighted work that such individual claims is being infringed;
• identification of the material that is claimed to be infringing and where it is located on the Service or Interactive Features;
• information reasonably sufficient to permit us to contact the applicable individual, such as address, telephone number, and e-mail address;
• a statement that such individual has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
• a statement, made under penalty of perjury, that the above information is accurate, and that such individual is the copyright owner or are authorized to act on behalf of the owner.

Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent

Hound Technology, Inc.

548 Market Street

25362

San Francisco, CA 94104-5401

Email: dmca@honeycomb.io

For clarity, only DMCA notices should go to our Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to our customer service through support at support@honeycomb.io.

General 

The Terms, including, without limitation, the DPA available at https://www.honeycomb.io/dpa, constitute the whole legal agreement between Customer and us and completely replace any prior agreements between Customer and us in relation to the Service. Notwithstanding the foregoing, if Customer is an Organization and has entered into an MSA with Honeycomb, such MSA shall continue to govern such Organization’s use of the Service. Should any provision of these Terms be found invalid or unenforceable, the remaining terms shall still apply.

There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

Customer agrees that we may provide Customer with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service or our website at our sole discretion. By providing us an email address, Customer consents to our using the email address to send Customer any notices required by law in lieu of communication by postal mail.

Customer agrees that if we don’t exercise or enforce any legal right or remedy which is contained in these Terms (or of which we have the benefit of under any applicable law), this will not be taken to be a waiver of our rights and that those rights or remedies will still be available to us. If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect.

The Terms, and Customer’s relationship with us under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer agrees to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from the Terms.

Customer will comply with all applicable laws and regulations and will not, without prior government authorization, export, re-export, or transfer Honeycomb services (including the Service) or technology, either directly or indirectly, in violation of such laws and regulations. Customer represents and warrants that Customer (a) is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (b) has not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; (c) has not been placed on the U.S. Commerce Department’s Denied Persons List;” and (d) will not use the Service if any applicable laws in Customer’s country prohibit Customer from doing so in accordance with these Terms.

Customer may not assign any of Customer’s rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld). Any attempted assignment or delegation in contravention of the foregoing shall be void. 

Exhibit A

Feature-Specific Terms and Conditions

Query Assistant

Query Assistant uses machine learning systems such as a Large Language Model (LLM) with a generative pre-trained transformer to assist in creating Honeycomb Queries using natural language. Query Assistant is considered an experimental feature and is a “Pre-Release Feature,” as defined in the Terms.  

Usage of Query Assistant is subject to the following additional terms:

1. Additional Terms. Use of Query Assistant is further subject to OpenAI’s Terms of Use. If Customer does not agree to these additional terms, then Customer must not use the Query Assistant.
2. Data Processing. Customer grants Honeycomb permission to use and share Customer’s natural language input and the names of fields in Customer’s schema with OpenAI’s API to generate a query with an LLM. Customer agrees that OpenAI’s access of the field names is subject to its Privacy Policy.
3. Updates. Honeycomb may update or terminate Query Assistant at any time without any liability to Customer.
4. Ownership. Honeycomb makes no claims of ownership over queries generated with Query Assistant.
5. Additional Disclaimer. In addition to the disclaimers related to Pre-Release Features set forth in the Terms, Customer acknowledges and agrees that Query Assistant is not subject to any service level agreements or any warranties Customer may in any other agreement with Honeycomb. Although effort is made to produce useful queries, Honeycomb does not guarantee the accuracy of queries generated using the Query Assistant. Honeycomb makes no claim of responsibility for any action taken from the use of a query generated from Query Assistant. It is Customer’s responsibility to ensure that any query Customer uses is accurate for their needs. Customer retains responsibility for ensuring their data and queries comply with any applicable policies.