TERMS OF SERVICE

Last Updated: January 19, 2017

These Terms of Service (the “Terms”) govern your access to and use of the internet-based services offered by Hound Technology, Inc. d/b/a Honeycomb (“Honeycomb”, “we” or “us”) at and through the website honeycomb.io (such services, software and the website are collectively referred to as the “Service”). PLEASE READ THESE TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HONEYCOMB WHICH GOVERNS YOUR USE OF THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO THE TERMS. We may make changes to the Terms or to the Service from time to time without prior notice to you. When such changes to the Terms are made, we will make the updated Terms available on our website.  You understand and agree that your use of the Service after the date on which the Terms have changed, constitutes acceptance of the updated Terms.

Your Account and Use of the Service

In order to access and use the Service, you have to create an account with us and you must provide accurate and complete registration information. You are responsible for using the Service in a private and secure manner. You are responsible for maintaining the confidentiality of your account, including any tokens we provide to you that enable you to send data to the Service (“API Tokens”), and of the login and passwords for all users whom you have authorized to access your account (“Authorized Users”). We are not liable for any damage or loss due to unauthorized account access resulting from your actions or actions of your Authorized Users. If you become aware of any unauthorized use of your password or your account, or if any API Tokens or passwords are lost, stolen or disclosed to an unauthorized third party, or your account may have otherwise been compromised, you agree to notify us immediately at support@honeycomb.io. You may create your own account, or one may be assigned or provided to you by someone else, for example, your employer, an administrator or another user who has invited you to access and use the Service. Such employer, administrator or other user may be able to access and view your use of the Service as well as restrict or terminate your access. You may not use the Service for any illegal activity or to violate laws in your jurisdiction. You may not exploit the Service to access confidential information of any other person. The Service is not intended for children under 13, and by using the Service, you are representing that you are at least 18. We reserve the right, in our sole and absolute discretion, to modify, replace, refuse access to, suspend or discontinue the Service, partially or entirely, for you or for all our users at any time without prior notice. You agree that we will not be liable to you or any third party for any such modifications, suspensions or discountenance of the Service, or any part thereof.

Free Trial and Subscription Plan

We may offer a free trial of the Service (the “Free Trial”) for a limited period of time specified when you register for an account. At the end of any Free Trial that is offered, you will only be able to continue using the Service by paying for a subscription plan (a “Subscription Plan”). If you choose sign up for a Subscription Plan at or before the end of any such Free Trial Period, we will preserve Your Data (as defined below) in your account. If you do not elect not to purchase a Subscription Plan at or before the end of the any such Free Trial, we reserve the right to delete Your Data and your account after the expiration of any such Free Trial.

Payment Terms

By signing up to a Subscription Plan, you expressly agree that we are authorized to charge you for: (i) the fees for the applicable Subscription Plan billed on a monthly basis in advance, (ii) any other fees for Service you may purchase, and (iii) any applicable taxes in connection with your use of the Service, to the credit card or other payment method you provide, and to reimburse us for all collection costs and interest for any overdue amounts. When you purchase a Subscription Plan (each such purchase, a “Transaction”), you will be asked to supply additional information relevant to such Transaction, including, without limitation, your credit-card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information, whether you provide it in the course of a Transaction or in connection with your account. You must provide current, complete and accurate information for your Payment Information. You must promptly update all information to keep your Payment Information current, complete and accurate, and you must promptly notify us if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security. If the payment card you provide expires or you do not maintain accurate and up to date payment card information, we reserve the right to cancel the Service and your account without further notice and delete Your Data.

We reserve the right to change our prices at any time, provided that we will give you ninety (90) days’ notice for changes to the pricing of your existing Subscription Plan. All fees in connection with Service are non-refundable and non-cancelable, unless otherwise indicated in the Service. Any upgrade or downgrade in your Subscription Plan will result in the new rate being charged at the next billing cycle, provided you may choose to upgrade your Subscription Plan mid-billing cycle by paying for the difference between your then current rate and the rate of the new Subscription Plan. There will be no prorating for downgrades in between billing cycles. Downgrading your Subscription Plan may cause the loss of capacity of your account. We do not accept any liability for such loss.

Payment processing is handled by third-party payment processors (each a “Payment Processor”). You 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 your account with the Payment Processor. Please note that Honeycomb is not a party to such terms of service or any payment agreement between you and the Payment Processor and that Honeycomb has no obligations or liability to you under such agreements.

Privacy and Restrictions on Use

Your access to and use of the Service is subject to the privacy policy available at honeycomb.io/privacy (the “Privacy Policy”), which is incorporated into these Terms and considered a part of these Terms. You agree that you have reviewed the Privacy Policy and understand the ways in which we collect, use and share information about and relating to you, your employer and others when you use the Service (your “Personal Information”). We may store, process and transmit your Personal Information outside of the country in which you reside, or are located, at the time you access and use the Service as described in more detail in the Privacy Policy, and therefore, our collection and use of your Personal Information will be subject to the laws of such other countries. THESE LAWS, INCLUDING WHAT IS DETERMINED TO BE “PERSONAL DATA AND/OR INFORMATION,” ARE DIFFERENT AND MAY BE LESS PROTECTIVE THAN THOSE APPLICABLE TO YOU IN YOUR COUNTRY OF RESIDENCE. BY USING THE SERVICE YOU ACKNOWLEDGE, AGREE AND CONSENT TO (1) THE TRANSFER TO AND PROCESSING OF PERSONAL INFORMATION ON SERVERS LOCATED OUTSIDE OF THE COUNTRY WHERE YOU RESIDE, (2) HONEYCOMB’S COLLECTION, USE AND SHARING OF YOUR PERSONAL INFORMATION AS DESCRIBED IN THE PRIVACY POLICY AND IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES THAT MAY BE DIFFERENT AND MAY BE LESS PROTECTIVE THAN THOSE IN YOUR COUNTRY AND (3) THAT YOU ARE TAKING A RISK BY USING THE SITE AND SERVICES.

You agree that you are responsible for your own conduct while accessing or using the Service and for any consequences thereof. You agree to use the Service only for purposes that are in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to:

Proprietary Rights

You acknowledge and agree that we own 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 you any rights of ownership in or related to the Service or any intellectual property rights. In connection with your use of the Service, you or your employer may submit, or cause to be submitted, and store within the Service electronic and machine data and other materials or information about you, your employer, your products and services, your customers, sales, accounting or financial results and records, and other business data (collectively, the “Service Data”). You or your employer retain all legal right, title and interest you or your employer already hold in and to the Service Data and you and your employer are responsible for protecting those rights in your discretion. By uploading or submitting your Service Data through the Service you give 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 you with the Service and (ii) using aggregate, anonymized usage and performance statistics to measure the performance of our servers and features. You represent and warrant that: (a) you either own your Service Data or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (b) 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. In addition, you or your employer will own the queries, results, conclusions or other analytics derived from the Service Data by the Service (collectively, the “Analysis Data” and together with Service Data, “Your Data”).

You may choose to or we may invite you 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, you agree that your disclosure 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 you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. 

You agree that we may identify you as a customer of the Service, and display your name and logo (if any) in connection with such identification, on the Honeycomb websites and in its other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines you provide to Honeycomb in connection with your name and logo.

User Content

The Service may allow you and other users to submit, post, transmit, analyze and share content, which may include, without limitation, the Your Data, data files, text, documents, and user comments and feedback (collectively, “User Content”). You retain all your ownership rights in your User Content. By uploading or submitting your User Content through the Service you give us 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 Content for the purpose of (i) enabling us to provide you and other users with the Service and (ii) using aggregate, anonymized usage and performance statistics to measure the performance of our servers and features. You represent and warrant that: (a) you either own your User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (b) 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 Content available to users of the Service but do not control the content thereof. We do not guarantee any accuracy or confidentiality with respect to any information contained in any User Content, and strongly recommend that you think carefully about what you transmit, submit or post to or through the Service. All User Content is the sole responsibility of the person from whom such User Content originated and you are entirely responsible for all your User Content and for any actions taken by us or other users as a result of such User Content. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect to any User Content. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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

Termination of the Service

You may terminate the Terms and your account at any time by canceling your account on the Service. If you cancel the Service or delete your account, your cancellation will take effect immediately upon our receipt of your cancellation notice. You agree that we, in our sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Service may be without prior notice, and you agree that we will not be liable to you or any third party for such termination. 

After termination, you will no longer have access to Your Data or any other information through the Service, and we may delete all such information. We accept no liability for such deleted information. We have no obligation to provide you a copy of Your Data, except to the extent required by applicable law. You are solely responsible for exporting Your Data from the Service prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve Your Data.  The provisions of the Terms relating to limitation of liability, exclusion of warranties, indemnification and intellectual property rights shall continue to be effective after the Terms and your account are terminated.

Exclusion of Warranties

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.“  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 YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR © ANALYSIS DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE. 

Limitation of Liability 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT HONEYCOMB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.  THE LIMITATIONS ON OUR LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification 

You agree to hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to your breach of the Terms, 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 you with written notice of such claim, suit or action.

Other Content

The Service may include hyperlinks to other web sites or content or resources or email content. We may have no control over any web sites or resources which are provided by other parties.  You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources.  You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

We have established the following process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”).  If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

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

Attention: Copyright Agent
Hound Technology, Inc.
666 Natoma Street
San Francisco, CA 94103
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.

The Terms constitute the whole legal agreement between you and us and govern your use of the Service and completely replace any prior agreements between you and us in relation to the Service, including prior versions of the Terms. 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.

You agree that we may provide you 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 your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. 

You agree 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. 

The Terms, and your 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. You agree 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. 

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld).