Terms of Service

Welcome to Honeyjar. These Terms of Service (“Terms”) form a binding contract between Honeyjar AI Inc. (“Honeyjar,” “we,” “our,” or “us”) and the individual or entity that creates a Honeyjar account (“Customer,” “you,” or “your”). By accessing or using the Honeyjar platform and related tools, integrations, websites, and services (collectively, the “Services”), you agree to these Terms.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization; in that case “Customer” refers to that organization.

If Customer's use of the Services involves the processing of Personal Data subject to applicable data protection laws, including the UK GDPR, EU GDPR, or similar laws, Honeyjar's Data Processing Addendum ("DPA"), as amended from time to time, is incorporated into and forms part of these Terms.

1. Your Subscription and Use of the Services

1.1 Subscriptions

Honeyjar is offered as a subscription service (“Subscription”). When you sign up for a monthly or annual plan (“Plan”), you authorize Honeyjar to charge your selected payment method for all recurring fees. Subscriptions automatically renew at the end of each billing period unless cancelled. You may cancel at any time through your Workspace settings; cancellation stops future billing but does not trigger refunds for the current billing cycle unless required by law.

1.2 Workspaces and Accounts

To use the Services, you must create a Honeyjar Workspace and one or more user accounts (“Account(s)”). You must provide accurate information and keep it current. You are responsible for all actions taken under your Accounts and must maintain the confidentiality of your login credentials.

1.3 Authorized Users

If you are an organization, you may allow employees and contractors to access the Services (“Authorized Users”) solely for your internal business purposes. You determine their permissions and are responsible for their compliance with these Terms.

1.4 AI Services and Output

Honeyjar includes AI-powered functionality such as writing assistance, media matching, events research, content creation, and real-time coaching (“AI Services”). Outputs generated by AI (“Output”) may be probabilistic, unpredictable, or contain inaccuracies. Customer is solely responsible for reviewing, validating, and determining how to use any Output.

Honeyjar does not use Customer Content to train public foundation models. OpenAI, Anthropic, and xAI are each contractually prohibited from using customer data to train their models.

Honeyjar may use aggregated and de-identified data derived from Customer Content to improve and enhance the Services, including platform functionality, workflows, analytics, and related AI capabilities, provided such data does not identify Customer or permit Customer Content to be reconstructed.

AI Services are powered in part by the following third-party AI providers: OpenAI (used for model inference and embeddings), Anthropic (used for model inference), xAI/Grok (used for model inference), and ElevenLabs (used for voice mode, where microphone audio streams directly from the user’s browser to ElevenLabs for processing). Customer acknowledges that prompts and related content, including connected account data processed through ambient pipelines, may be transmitted to these providers solely for the purpose of generating outputs and operating the Services. Content-level minimization does not apply to ambient pipelines: Gmail message content (up to 8,000 characters), calendar event details including attendee email addresses, Slack message text, and meeting transcripts (up to 40,000 characters with participant lists) are transmitted to AI providers substantially as received. Minimization applies only to the user-identity context block attached to chat turns, which transmits display name and preferred name only and does not transmit the user’s raw email address or username.

You are solely responsible for ensuring your use of AI Services complies with applicable laws, including rules governing automated decision-making, profiling, transparency, and notice. You may not use the Services in ways that would classify them as “unacceptable risk” or “high-risk” AI systems under the EU AI Act or similar regulations.

1.5 Connecting Your Systems

You may choose to connect third-party accounts, APIs, or services to Honeyjar (“Customer Systems”). You represent that you have all rights needed to connect these systems and authorize Honeyjar to access, process, and retrieve data from them as needed to provide the Services. You assume all risks associated with Customer Systems and their interoperability with Honeyjar.

Honeyjar supports the following connectors, each subject to the terms described below:

(a) Gmail. Honeyjar requests the following OAuth scopes: gmail.metadata, gmail.send, and gmail.readonly. Honeyjar ingests full message content including subject, sender and recipient addresses, and message body (truncated at 8,000 characters). Accounts connected before the gmail.readonly scope was introduced must reconnect Gmail to authorize that scope; existing tokens continue to function for their originally authorized scopes only. Disconnecting Gmail revokes the authorization credential and stops future ingestion but does not delete previously ingested message content.

(b) Google Calendar. Honeyjar requests the calendar.readonly OAuth scope. Honeyjar ingests event title, description, location, and attendee email addresses (up to 50 attendees) and organizer address. Disconnecting the integration revokes the authorization credential and stops future ingestion but does not delete previously ingested calendar data.

(c) Outlook Mail and Calendar. Honeyjar requests the following OAuth scopes: offline_access, User.Read, Mail.Read, and Calendars.Read. Honeyjar ingests full mail bodies (truncated at 8,000 characters) and calendar event descriptions. Note: Microsoft’s authentication endpoint does not support programmatic token revocation; disconnecting Outlook removes Honeyjar’s local credential but does not invalidate the token at Microsoft’s end. Customers who wish to fully revoke access must do so directly at myapps.microsoft.com. Accounts connected before the Calendars.Read scope was introduced must reconnect to authorize that scope.

(d) Slack. Honeyjar requests workspace bot installation scopes including chat:write, channels:history, groups:history, and users:read, among others. Honeyjar ingests full Slack message text. Disconnecting Slack revokes the authorization at Slack’s servers and removes the installation record; previously ingested Slack message content is not deleted.

(e) Meeting Providers (Granola). Granola is connected via a user-supplied API key (not OAuth). Honeyjar ingests full meeting transcripts and summaries. Disconnecting removes the local API credential; no remote revocation is possible. Previously ingested transcript content is not deleted.

(f) Meeting Providers (Recall). Recall operates as an organization-wide meeting bot provisioned by Honeyjar per meeting, not as a per-user connector. There is no per-user OAuth flow or user-facing disconnect option. Recall retains bot recording data on its own systems; new bot recordings are currently configured for a 7-day provider-side retention period. Honeyjar’s stored copy of meeting transcripts follows the account-lifecycle retention described in Section 10.

For all connectors: disconnecting a connector removes the authorization credential and stops all future ingestion but does not delete data previously ingested into the Service. Previously ingested data is retained and subject to deletion only as described in Section 10.

1.6 Usage Restrictions

To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party’s product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, the “Honeyjar Technology”).

1.7 Early Access Features

Early-access, beta, or pilot features are provided AS IS, may be modified or discontinued at any time, and carry no warranties or service-level commitments.

1.8 Trials and Pilots

Honeyjar may offer free trials, pilot programs, beta programs, design partner programs, or other promotional access offerings (collectively, “Pilot Programs”).

Unless otherwise specified by Honeyjar in writing:

(a) Pilot Programs are provided free of charge during the stated pilot period;

(b) Certain Pilot Programs may require Customer to provide a valid payment method at enrollment;

(c) Unless otherwise specified by Honeyjar in writing, a Pilot Program may automatically convert to a paid Subscription at the conclusion of the pilot period unless Customer cancels prior to the end of such period;

(d) Honeyjar will disclose applicable pricing and billing terms before enrollment in any Pilot Program that automatically converts to a paid Subscription;

(e) Honeyjar may provide onboarding, training, implementation assistance, support, and related services during a Pilot Program at its discretion;

(f) Honeyjar may modify, suspend, or discontinue any Pilot Program, feature, functionality, workflow, or service offering at any time; and

(g) Any paid Subscription entered into following a Pilot Program shall be governed by the pricing, billing, renewal, and cancellation terms applicable to the selected Subscription plan.

Participation in a Pilot Program may include reasonable requests for onboarding participation, platform evaluation, product feedback, and related activities intended to help Honeyjar improve the Services.

1.9 Licensed Content Providers

The Service may include content sourced from licensed third-party data providers, including news, media, journalist information, and social signal data (collectively, “Licensed Content”). Customer’s use of Licensed Content is subject to the applicable terms of the relevant data providers, which Honeyjar will disclose as applicable. Honeyjar makes no representations regarding the accuracy or completeness of Licensed Content and is not responsible for third-party provider content. Customer shall not use Licensed Content in any manner that violates the applicable provider terms disclosed to Customer.

1.10 Ambient and Continuous Processing

In addition to processing data at your direction, the Service performs ongoing, automatic background ingestion and processing of data from connected sources (“Ambient Processing”). Ambient Processing does not require a user to initiate each processing event. The frequency and method of ingestion depends on the connected source:

• Gmail and Google Calendar: polled approximately every 5 minutes.

• Slack: event-driven (processed as messages arrive).

• Inbound email: event-driven via webhook.

• Recall meeting transcripts: delivered via webhook upon meeting completion.

• Granola meeting transcripts: polled approximately every 10 minutes.

Ambient Processing is controlled by a per-organization feature flag managed by Honeyjar. Organization administrators cannot independently enable, disable, or configure the Ambient Processing feature flag; individual users cannot opt out of Ambient Processing independently of their organization. By accepting these Terms and connecting a source, Customer authorizes Honeyjar to perform Ambient Processing of data from that connected source for the purposes of providing the Services.

1.11 Professional Services

Honeyjar may offer communications, advisory, implementation, content-development, and other packaged professional services (“Professional Services”). Professional Services may be subject to additional terms presented to Customer at or before purchase (“Service Terms”). By purchasing Professional Services, Customer agrees to the applicable Service Terms, which are incorporated into these Terms. If applicable Service Terms conflict with these Terms regarding the Professional Services, the Service Terms control solely to the extent of that conflict. References in these Terms to the “Services” include Professional Services and deliverables provided through them unless the context requires otherwise.

Customer authorizes Honeyjar employees, contractors, consultants, and other personnel assigned to provide Professional Services (“Honeyjar Personnel”) to access and act within Customer’s Workspace as reasonably necessary to provide the purchased Professional Services. Such access may include administrator access, will be limited to the applicable engagement, will be logged and subject to Honeyjar’s access controls, and may be revoked by Customer. Unless separately authorized by the applicable member, Honeyjar Personnel may access Workspace content but may not access an individual member’s private connected-source data, including Gmail content, Slack messages, calendar details, or chat history.

Professional Services and their deliverables consist of recommendations, drafts, and advisory assistance. Customer is solely responsible for reviewing and approving all deliverables and for deciding whether, when, how, and to whom they will be published, transmitted, or otherwise used. Honeyjar does not guarantee media coverage, publication, placement, audience response, commercial results, or any other outcome from Professional Services.

2. Fees, Billing & Taxes

2.1 Fees

Customer agrees to pay all recurring, usage-based, and one-time fees associated with its Subscription, add-ons, and Professional Services. Recurring Subscription fees are billed in advance. One-time fees are charged when the applicable add-on or Professional Service is purchased. One-time fees are subject to the refund and cancellation terms disclosed at purchase or stated in the applicable Service Terms. Except as expressly stated in the applicable Service Terms or required by law, all fees are non-refundable.

2.2 Payment Processing

Payments are processed through our third-party provider (e.g., Stripe). You authorize Honeyjar to charge your payment method for all fees until cancellation. If payment fails, Honeyjar may retry charges, suspend or downgrade access, or issue invoices due within 30 days.

2.3 Taxes

Fees exclude taxes. You are responsible for all taxes except those based on Honeyjar’s net income.

3. Term, Cancellation, and Termination

3.1 Term of Agreement

These Terms remain in effect from the date you first access the Services until all Subscriptions are terminated.

3.2 Subscription Term and Renewal

Each Subscription continues for the billing period you selected (monthly or annual) and renews automatically unless cancelled.

3.3 Cancellation

You may cancel at any time from your Workspace settings. Cancellation stops future charges but does not provide refunds for the current billing cycle unless required by law.

3.4 Termination for Cause

Honeyjar may terminate or suspend access if:

• you fail to pay fees within 10 days of notice,

• you materially breach these Terms and fail to cure within 30 days, or

• you become insolvent or enter bankruptcy proceedings.

3.5 Effect of Termination

Upon termination:

• all access to the Services ends;

• all unpaid fees become immediately due;

• Honeyjar may delete Customer Content following termination or expiration of the Subscription in accordance with its standard retention and deletion practices.

Sections intended to survive termination will continue in effect.

Honeyjar may immediately suspend access if it believes your use violates these Terms or applicable law.

4. Customer Content and Intellectual Property

4.1 Ownership of Customer Content

“Customer Content” means all data, files, prompts, uploads, Output, messages, and materials submitted or generated by you or your Authorized Users, and includes Derived Data. “Derived Data” means AI-generated signals, summaries, action items, routines, relationship context, embeddings, classifications, and other outputs generated automatically by the Service, including through Ambient Processing, in connection with your use of the Services. You retain ownership of all Customer Content.

4.2 Platform Data

Honeyjar may collect, license, generate, and use publicly available information, third-party datasets, and independently sourced data in connection with operating and improving the Services (“Platform Data”), including journalist information, news articles, published events, awards databases, and social media content. Platform Data is not Customer Content.

4.3 License to Honeyjar – Operational Only

You grant Honeyjar a limited, worldwide, non-exclusive, royalty-free license to:

• use, process, store, copy, transmit, and display Customer Content as necessary to operate the Services;

• maintain security, provide support, and troubleshoot issues;

• analyze operational metadata, usage patterns, and aggregated and de-identified data to improve reliability, security, workflows, analytics, platform performance, and related Service capabilities.

Honeyjar maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content from unauthorized access, disclosure, or misuse. Honeyjar will use commercially reasonable efforts to notify affected Customers of confirmed unauthorized access to Customer Content in accordance with applicable law.

Honeyjar's collection and use of personal information is governed by its Privacy Policy. To the extent Honeyjar processes Personal Data on behalf of Customer, such processing is governed by the applicable Data Processing Addendum.

4.4 Customer Responsibilities

You represent and warrant that:

• you have all rights necessary to submit Customer Content;

• Customer Content does not violate any laws or third-party rights;

• you will not upload prohibited or Sensitive Information;

• you are responsible for backing up Customer Content;

• you are responsible for determining whether you have the authority to connect each Customer System to the Services, and for providing any legally required notice or consent to third parties whose data may be processed through connected sources, including meeting attendees, email counterparties, and Slack participants who are not Honeyjar users; recording and transcription consent obligations under applicable law are solely your responsibility; Honeyjar processes data from connected sources as a service provider acting on your instructions.

4.5 Prohibited Content

Customer is solely responsible for all data, models, text, and other materials collected, uploaded, or otherwise made accessible to the Services by or on behalf of Customer or its Authorized Users (“Customer Content”). Likewise, third-party users—not Honeyjar—are solely responsible for any content they provide (“Third Party Content”). Honeyjar does not control or guarantee the accuracy, completeness, suitability, or quality of any Customer Content or Third Party Content and has no obligation to pre-screen such content, though Honeyjar may, in its sole discretion, review, refuse, or remove any content that violates this Agreement or is otherwise objectionable. Customer represents, warrants, and agrees that Customer Content will not be illegal, infringing, or unlawful in any manner, and will not violate any intellectual property, privacy, publicity, or confidentiality rights. Customer and its Authorized Users will not use the Services—or transmit Customer Content—in any way that is harassing, abusive, tortious, threatening, harmful, harmful to minors, invasive of privacy, vulgar, defamatory, false, misleading, libelous, indecent, pornographic, obscene, patently offensive, or that promotes racism, bigotry, hatred, or physical harm. Customer Content must not contain viruses, malware, harmful code, or any device intended to disrupt, disable, damage, interfere with, or otherwise adversely affect the Services, systems, or networks. Customer and its Authorized Users will not transmit unsolicited or unauthorized advertising, promotions, spam, junk mail, chain letters, or pyramid schemes; collect or harvest information about other users without consent; interfere with or disrupt the Services or connected systems; attempt to gain unauthorized access to the Services; harass or interfere with other users’ use of the Services; use automated scripts, bots, or similar tools to create multiple accounts or scrape or mine data; or provide any content Honeyjar deems objectionable in its sole discretion. Customer and its Authorized Users are strictly prohibited from submitting Sensitive Information to the Services, including: (A) individually identifiable health or protected health information under HIPAA; (B) payment card data subject to PCI DSS; (C) Social Security numbers, Social Insurance numbers, passport numbers, driver’s license numbers, or other government-issued identifiers; and (D) financial account numbers. Customer acknowledges that Honeyjar is not a HIPAA business associate or payment card processor and that the Services are not designed to be HIPAA- or PCI DSS-compliant. Honeyjar may investigate any violation of this Agreement and take any action it deems appropriate, including removing or modifying content, suspending or terminating accounts, and reporting Customer or its Authorized Users to law enforcement.

4.6 Sensitive Data Prohibition

You may not submit data considered “Bulk Sensitive Personal Data,” data restricted by the U.S. “Countries of Concern” rule, or any data that would make Honeyjar subject to restricted data-transfer laws. You represent that you are not a “covered person” under the Bulk Sensitive Personal Data Rule.

4.7 No Backup Obligations

Honeyjar does not provide backup, archiving, or records-retention services unless expressly stated otherwise. Customer is responsible for maintaining its own backups of Customer Content. Honeyjar may delete Customer Content following termination or expiration of the Subscription in accordance with its standard retention and deletion practices.

4.8 Outbound Actions and Approval Requirements

The Service may generate draft content, recommendations, and proposals for publication or posting on third-party platforms, including social media platforms such as X (formerly Twitter). Honeyjar does not publish, post, or transmit any content to any external platform on Customer’s behalf without Customer’s affirmative approval of that specific action. The approval requirement is mandatory: no configuration setting, feature flag, account tier, or administrative role disables or bypasses it, and approvals are single-use. Rejected or expired proposals cannot be revived without a new approval.

Slack is used as an input and conversational transport channel. Honeyjar writes back to Slack only in direct response to user queries and does not post to Slack channels or direct messages autonomously.

This Section applies both to automated actions performed through the Service and to actions performed by Honeyjar Personnel in connection with Professional Services. Honeyjar Personnel will not publish, send, post, or otherwise distribute Customer Content or Professional Services deliverables externally on Customer’s behalf without Customer’s affirmative approval of the specific communication and its intended recipients.

4.9 Signal Feed, Routines, and Trackers

The Service can automatically create signal trackers and recurring routines for ongoing content and signal collection, including at the time of Workspace creation and in response to user requests. Customers can view, create, edit, pause, delete, and adjust sharing permissions for all active routines and trackers via the Routine page in the application. Routines and trackers may be configured as private or workspace-shared.

4.10 Meeting Data

Meeting notes and transcripts generated through the Service are owned by the user who added the meeting bot to the meeting. Workspace members do not have automatic access to another member’s meeting notes or transcripts. The meeting bot appears as ’Honeyjar’ in the meeting interface. Platform-level recording and transcription notices remain enabled. Customers are responsible for compliance with all applicable recording consent and notice laws in the jurisdictions in which they use the meeting transcription features.

4.11 Workspace Permissions and Data Isolation

The Service supports granular access controls at the workspace and resource level. Projects and assets may be configured as private (accessible only to the owner), workspace-viewable, or workspace-editable. Sharing options include direct member sharing, workspace-wide access, external email invitations, pending access requests, and shared deep links. Workspace administrators may manage membership and workspace-level settings but cannot access individual members’ connected-source data, including Gmail content, Slack messages, calendar details, or chat history, which remain private to each member.

4.12 Journalist and Media Contact Database

The Service maintains a shared journalist and media contact database. Professional contact information discovered through searches performed on the Service and through third-party data providers (such as RocketReach) may be added to this database and used to fulfill search requests for other Honeyjar customers.

Customer-supplied contact data, including contacts imported, uploaded, manually entered, or otherwise supplied by Customer, is Customer Content and will not be used to enrich the shared journalist database. Customer-specific notes, relationships, outreach history, media lists, pitches, and search history are never shared with or made available to other customers.

5. Honeyjar Technology

Honeyjar retains all rights in its platform, software, AI models, features, documentation, and all intellectual property (“Honeyjar Technology”). All rights not expressly granted are reserved.

5.1 Feedback

If you provide feedback or ideas (“Feedback”), Honeyjar may use them without restriction or obligation. Feedback is not confidential.

5.2 Pilot Feedback

During any Pilot Program, Honeyjar may request feedback regarding product functionality, workflows, features, performance, usability, and future product direction. Customer grants Honeyjar a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, and commercialize such feedback without restriction or compensation. Feedback does not constitute Customer Content and will not be treated as confidential unless otherwise expressly agreed in writing.

6. Indemnification

Customer shall indemnify, defend and hold harmless Honeyjar and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any third party claim, loss, or damage (including reasonable attorney’s fees), arising out of or relating to: (i) an allegation that the use by or on behalf of Honeyjar in accordance with this Agreement of any of the Customer Content and/or Customer Systems infringes or misappropriates any third party’s rights or violates applicable laws, (ii) the use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by Honeyjar, including without limitation the Customer Systems, Third Party Content, and Customer Content, (iii) Customer’s or its Authorized Users’ failure to use the Services in accordance with this Agreement or applicable laws or regulations or otherwise comply with the terms of this Agreement, (iv) any Customer Content, (v) Customer’s violation or alleged violation of Sections 1.4, 1.5 or 1.6 (Usage Restrictions); (vi) Customer’s publication, transmission, distribution, modification, or other use of any Professional Services deliverable; (vii) any facts, claims, representations, instructions, materials, or other content supplied or approved by Customer for inclusion in a Professional Services deliverable; (viii) Customer’s failure to obtain any permission, release, consent, substantiation, or legal or regulatory review required for Customer’s use of a Professional Services deliverable; or (ix) Customer’s communications with or concerning any person, organization, product, or service using a Professional Services deliverable.

Honeyjar will provide Customer with: (a) prompt written notice of; (b) control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Honeyjar will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Honeyjar’s own expense.

Customer will have no indemnification obligation under clauses (vi) through (ix) to the extent a claim results directly from Honeyjar’s gross negligence, willful misconduct, or knowing violation of applicable law.

7. Warranties, Disclaimers, and Liability Limits

7.1 Customer Warranties

You warrant that you have all necessary rights to submit Customer Content and use the Services lawfully.

7.2 Disclaimer of Warranties

To the fullest extent allowed by law:

• the Services are provided AS IS and AS AVAILABLE;

• Honeyjar disclaims all implied or statutory warranties (merchantability, fitness, accuracy, non-infringement, data loss, quiet enjoyment, etc.);

• Honeyjar does not warrant uninterrupted or error-free operation.

Professional Services and their deliverables are provided AS IS and consist of recommendations, drafts, and advisory assistance. Honeyjar does not warrant that any deliverable will be accurate, complete, legally sufficient, fit for a particular communication, accepted by any media outlet or recipient, or produce any particular coverage, response, or business result. Customer is responsible for factual verification, claim substantiation, legal and regulatory review, and final approval before using a deliverable.

7.3 Limitation of Liability

To the maximum extent permitted by law:

(a) Honeyjar and its officers, directors, employees, contractors, consultants, agents, affiliates, and Honeyjar Personnel will not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data;

(b) the aggregate liability of Honeyjar and all such persons arising out of or relating to these Terms, the Services, Professional Services, or any deliverable will not exceed the total fees paid or payable by Customer to Honeyjar for the Subscription and applicable Professional Services during the 12 months immediately preceding the event giving rise to the claim;

(c) no claim may be brought more than 12 months after the claim arose; and

(d) these exclusions and limitations apply regardless of the theory of liability and even if a party was advised that the damages were possible.

The persons identified in subsection (a) are intended third-party beneficiaries of this Section and may enforce it. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

8. General Terms

8.1 Assignment

Customer may not assign these Terms without Honeyjar’s consent. Honeyjar may assign them in connection with a merger, acquisition, reorganization, sale of assets, or similar transaction.

8.2 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control (e.g., natural disasters, war, terrorism, labor disputes, Internet outages).

8.3 Governing Law

These Terms are governed by the laws of California. The CISG does not apply.

8.4 Modifications

Honeyjar may modify these Terms by notifying Customer through the Services or email. Unless stated otherwise, modifications take effect upon renewal of Customer’s Subscription. If Honeyjar requires modifications sooner and Customer objects within 30 days, Honeyjar may allow Customer to continue under prior terms for the remainder of the Subscription or terminate with a prorated refund.

8.5 Export Controls

Customer represents that it:

• is not located in an embargoed country;

• is not on a U.S. restricted party list;

• will not export the Services contrary to law.

8.6 Independent Contractors

The parties are independent contractors.

8.7 Notices

Notices to Honeyjar must be sent to info@honeyjar.ai. Notices to Customer may be sent to the email associated with your Workspace.

8.8 Entire Agreement

These Terms, the Privacy Policy, any applicable Data Processing Addendum, Service Terms, and other terms expressly incorporated into these Terms constitute the entire agreement between Honeyjar and Customer regarding the Services and supersede all prior or contemporaneous agreements regarding their subject matter. If applicable Service Terms conflict with these Terms regarding the Professional Services covered by those Service Terms, the Service Terms control solely to the extent of that conflict.

8.9 Waiver

Failure to enforce any right is not a waiver of future enforcement.

8.10 Severability

If any provision is unenforceable, the remainder remains in effect.

8.11 Customer Publicity

If Customer participates in a Honeyjar Pilot program, Customer grants Honeyjar a non-exclusive, worldwide, royalty-free right to use Customer's name, trade name, trademarks, and logos ("Customer Marks") to identify Customer as a Honeyjar partner.

If Customer continues as a paid subscriber following such a partner program, Honeyjar may continue to use Customer Marks during the term of the subscription for the foregoing purposes.

For the avoidance of doubt, participation in a generally-available free trial or standard subscription, or any customer relationship governed by a separate written agreement, does not grant Honeyjar any right to use Customer Marks unless such rights are expressly agreed between the parties.

Honeyjar may request Customer's participation in testimonials, customer references, interviews, or case studies. Participation is voluntary and subject to Customer's approval. Honeyjar will not publish any testimonial, quote, case study, interview, press release, or other substantive statement attributed to Customer without Customer's prior approval.

9. Confidential Information

Each party may receive non-public business, technical, financial, operational, product, customer, marketing, or other proprietary information from the other party that a reasonable person would understand to be confidential ("Confidential Information").

Each party agrees to:

(a) use the other party's Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms;

(b) protect the Confidential Information using at least reasonable care;

(c) not disclose Confidential Information to any third party except to employees, contractors, professional advisors, and service providers who have a need to know such information and who are bound by confidentiality obligations at least as protective as those contained herein.

The foregoing obligations do not apply to information that:

(i) is or becomes publicly available through no fault of the receiving party;

(ii) was lawfully known to the receiving party prior to disclosure;

(iii) is lawfully obtained from a third party without restriction; or

(iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information if required by law, regulation, court order, or governmental request, provided that the receiving party gives prompt notice to the disclosing party where legally permitted.

The obligations in this Section survive termination of these Terms for three (3) years.

10. Data Retention Following Termination

Customer data is retained for the life of the account, including while the account is inactive, paused, or suspended. There is no automatic account closure or data deletion based solely on inactivity or non-payment.

Deletion occurs only upon an explicit customer-initiated action or written deletion request submitted to Honeyjar. Following receipt of a valid deletion request, Customer data will be permanently removed from Honeyjar’s systems within 90 days, or within any shorter period required by an executed customer agreement. Any shorter deletion period in an executed customer agreement will control.

Disconnecting a connected source (such as Gmail, Google Calendar, Slack, or a meeting provider) removes the authorization credential and stops future ingestion but does not itself trigger deletion of previously ingested data. Previously ingested data from disconnected sources is subject to deletion only upon a customer-initiated deletion request as described above.

Backup copies of Customer data are governed by Honeyjar’s backup retention schedule. Residual backup copies age out in accordance with that schedule and are not restored for ordinary business use following deletion.

Data may be retained longer than the periods described above where required by applicable law, regulation, or an active legal hold.

If you have any questions about Honeyjar’s data retention practices, please contact info@honeyjar.ai.