Terms of Service

‍1. INTRODUCTION.

Thank you for joining HoneyHive! These Terms of Service (the “Terms”) cover your rights and obligations relating to your access and use of the Platform (as defined below). References to “we”, “us”,“our”, or “HoneyHive” refer to HoneyHive Inc., a Delaware corporation. References to “you”, “your”,or “user” relate to the person who registered an account (an “Account”) to use or access the Platform, or if no account is registered, to the person who uses or accesses the Platform. By visiting, using and/or submitting anything to us through our mobile, if applicable, or website application platform operated by us or on our behalf, including, without limitation, https://www.honeyhive.ai (the “Platform” and collectively with any services we provide, the “Services”), you agree to read, comply with and be legally bound by: (1) these Terms; and (2) any additional terms and conditions, agreements, policies and additional terms published on the Platform or otherwise applicable to your use of the Platform (the“Rules”). These Terms and the Rules are collectively referred to in these Terms as the “Agreements”. In the event of any conflict between these Terms and any other Agreement, these Terms shall control.
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‍IF YOU DO NOT AGREE WITH THE FOREGOING, YOU MAY NOT USE THE PLATFORM.
YOU HEREBY REPRESENT THAT YOU HAVE THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND TO FULLY PERFORM ALL OF YOUR OBLIGATIONS HEREUNDER AND THAT YOU ARE UNDER NO LEGAL DISABILITY OR CONTRACTUAL RESTRICTION THAT PREVENTS YOU FROM SO DOING.

Do not hesitate to contact us at support@honeyhive.ai if you have any questions.

‍2. OVERVIEW OF THE PLATFORM

The Platform is a comprehensive AI evaluation and monitoring platform designed to streamline the development and deployment of large language model (“LLM”) applications for developers and domain experts.

‍3. AGE POLICY; ACCEPTANCE OF AGREEMENTS

We do not intend that the Platform be used by anyone under 13 years old. If we learn or have reason to suspect that an individual who has created an Account is under 13 years of age, we will promptly revoke such individual’s access to the Platform and delete any personally identifiable information submitted by that individual. Further, you represent and warrant that (1) your use of the Platform does not and will not conflict with any pre-existing obligation that is inconsistent with these Terms; (2) you are legally able to enter into contracts; and (3) that you are not a person barred from using the Platform under federal, state, local or other laws. If you are 13 or older, but under 18, you must have permission from your parent or guardian to use our Services.

‍4. YOUR ACCOUNT & YOUR INFORMATION

‍4.1 You Must Register for an Account
To access our Platform, you may register an Account using your email address and information needed to make use of the Platform (please see our Privacy Policy (https://www.honeyhive.ai/pricing) for more information on our practices related to collection and use of your data), and you agree to our use of such information.
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You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it up to date. We reserve the right to suspend or terminate your Account if we determine that any information provided by you is inaccurate or incomplete.

You may also be allowed to create an account by logging into your account with certain third-party platforms (“Third Party Information Providers”), such as Google. You may link your account with a Third Party Information Provider by either: (i) providing your Third Party Information Provider account login information to us through the Platform; or (ii) allowing us to access your Third Party InformationProvider. YOUR RELATIONSHIPS WITH THE THIRD PARTY INFORMATION PROVIDERS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY INFORMATION PROVIDERS, AND THOSE AGREEMENTS WILL DETERMINE WHAT INFORMATION WE WILLBE ABLE TO ACCESS AND USE THROUGH THOSE THIRD PARTY INFORMATION PROVIDERS. Your HoneyHive account will be created for your use of the Platform based on the personal information you provide us or that we obtain via a Third Party Information Provider.

‍4.2 You Must Safeguard Your Account

If you become aware that an unauthorized third party is using your information to interact with the Platform, you must promptly notify us of such use. You agree that we will not be liable for any loss or harm that you incur if someone else uses your information to interact with the Platform, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use. You are responsible for safeguarding your Account information, including your password. You agree not to disclose your password to, or share your Account with, any third-party. You are solely responsible for maintaining and protecting your account credentials.

‍4.3 Sharing Your Information with Third-Party Partners

Throughout the term of this Agreement, we may share information about your Account and your personally identifiable information with our third-party partners (collectively, “Third-Party Partners”) in order to, without limitation, verify your eligibility to use the Platform, conduct risk management and compliance reviews, and facilitate the compliance of HoneyHive and the Third-Party Partners with applicable laws and regulations, including any rules or guidelines of any Third-Party Partners(“Third-Party Rules”).

‍4.4 Access to the Platform

Access to the Platform requires access to the Internet. You are responsible for providing all equipment necessary to access the Internet and any associated fees. Using the Platform may allow you to receive content on your mobile phone or wireless device. The manner in which that content is delivered may cause you to incur extra data or other charges from your carrier, which are your sole responsibility.

‍4.5 Termination or Suspension of Your Account

Without limiting any other rights we have under the Agreements, in the event we determine, in our sole discretion, that your account information may be compromised due to your personal device being infected with a virus, malware, other malicious code or due to other theft of your account information, we reserve the right to invalidate, delete or otherwise modify your account in order to protect your account, the accounts of other users and our systems from further damage or exposure. This may include proactively changing your password, to the extent applicable. If we need to do this, we will make reasonable efforts to inform you of any modifications made via the email address listed on your account or other viable means of communication.

‍5. SERVICES

‍5.1 General.

The Services available through the Platform include the following:

• Observation Tools: The Platform offers tools for tracing, monitoring, and debugging LLM applications. This includes real-time tracking of application performance, error detection, and detailed logs for debugging. Users may log their application logs into the Platform for analysis and alerting.
• Evaluation Tools: The Platform enables users to evaluate the performance of their applications at multiple levels—overall application performance, specific prompt performance, and performance of individual components.
• Testing Automation: The Platform supports automated continuous integration (“CI”) tests. This allows users to set up and run tests automatically before and after deploying their applications, promoting a Test-Driven Development (“TDD”) approach. Data resulting from such tests is then ingested into the Platform and is generally retained for up to 365 days under a Paid Subscription(as set forth below) or up to 90 days under a Free Subscription (as set forth below), in each case subject to earlier deletion or removal as set forth in these Terms and in accordance with any specifications that correspond with your Subscription (information available at https://www.honeyhive.ai/pricing).
• Prompt Management: Users can manage and version prompts separately from the application code. This feature allows prompts to be updated and refined without altering the core application.Users can also save their prompts in the Platform and dynamically pull them before sending theirAPI calls to third-party model providers such as OpenAI, subject to the terms of the Agreements and any applicable Third-Party Rules (as defined below).
• Dataset Curation: The Platform provides tools for users to create and manage datasets.
• Annotation Tools: The Platform facilitates involvement of domain experts in the annotation process, allowing for human feedback and improvements to the AI models.
• Collaboration Features: The Platform supports collaborative workflows by enabling users to share insights, findings, and improvements with each other. Any information included in the inputs you provide in connection with the Services, including, without limitation, the information and data described above, are referred to herein as “Inputs.”
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5.2 Prohibited Content.

You are not permitted to use the Services to develop, submit, publish, or share any content that:

• infringes any third-party’s intellectual property or other proprietary rights;
• identifies any person without such person’s consent or discloses anyone else’s personal contact details or invades such person’s privacy without such person’s consent;
• could be reasonably viewed as:
  
  • hate speech, obscene, harassing, threatening, pornographic, abusive, or defamatory
  • inciting violence, or containing graphic or gratuitous violence
  • an unauthorized commercial communication of any kind (including, without limitation, spam)
  • fraudulent, inaccurate, or misleading, or otherwise objectionable content of any kindo instructing how to engage in any illegal or potentially extremely dangerous activities
• violates any applicable law; or
• violates any other restrictions HoneyHive imposes, including, but not limited to, those set forth in these Terms.

HoneyHive reserves the right, but not the obligation, to monitor your use of the Services and your activities on the Platform. We may limit or terminate your access to the Services and/or the Platform if we determine, in good faith, that your Inputs or your activities violate the Agreements.

‍5.3 Dashboard.

You will have access to a dashboard through which you can, for example, access your Inputs, conduct analytics, configure tests, and manage your account and payment settings.

‍5.4 Ownership; License.

As between you and HoneyHive, you own all right, title and interest in and to the Inputs, excluding anyHoneyHive intellectual property that may be incorporated therein or otherwise utilized by the Inputs. By using the Services in any way, you represent and warrant that you have all necessary consentsand/or licenses, as the case may be, to use and provide the Inputs and any information or data contained therein from the applicable parties, and grant HoneyHive a license to reproduce, translate, encode, publish, stream, use and distribute any and all of the Inputs to the extent necessary to provide theServices and operate the Platform. The licenses you grant to HoneyHive are non-exclusive, worldwide, and royalty-free and specifically include necessary rights for HoneyHive to exercise its rights and perform its obligations. Further, you agree that any terms set forth in the Agreements are not a license condition; thus, in the event HoneyHive breaches any term of the Agreements, such breach shall only give rise, if applicable, to a breach of contract. For clarity, HoneyHive’s breach of the Agreements shall not give rise to any claim of infringement or similar claim of any rights you have in and to the Inputs, including, without limitation, any intellectual property rights you have. Just as you are responsible for the Inputs, other users on the Platform are responsible for the content they use, submit and create through the Platform, which may include, without limitation, comments on content that other users post to the Platform (collectively, “User Content”). Although HoneyHive reserves the right to review, moderate, or remove any content that appears on the Platform, we do not review all of it.

‍6. PERMITTED USE OF THE PLATFORM

You may only use the Platform for its intended purpose. Any non-permitted use of the Platform, as determined in our sole discretion, shall be grounds for immediate termination of your use of, and access to, the Platform.

You are prohibited from violating or attempting to violate any security features of the Platform, including, without limitation:

• accessing content or data not intended for you, or logging onto a server or account that you arenot authorized to access;
• attempting to probe, scan, or test the vulnerability of the Platform, or any associated system ornetwork, or to breach security or authentication measures without proper authorization;
• interfering or attempting to interfere with Platform to any other user, host, or network, including,without limitation, by means of submitting a virus to the Platform, overloading, “flooding,”“spamming,” “mail bombing,” “crashing,” or undertaking similar activities;
• transmitting or uploading any software or other materials that contain any viruses, worms, trojanhorses, defects, time bombs or other items of a destructive nature;
• forging any TCP/IP packet header or any part of the header information in any email or in anyposting using the Platform; or,
• copying, selling, distributing, publishing, downloading, or reproducing any aspect of thePlatform. Further, you agree not to take any of the following actions:
• modifying, making derivative works of, decompiling, reverse-engineering, disassembling, orotherwise converting any aspect of (i) the Platform or (ii) any User Content (without explicitconsent from the applicable user);
• licensing, selling, renting, leasing, transferring, assigning, distributing, hosting, or otherwisecommercially exploiting (i) the Platform or (ii) any User Content (without explicit consent fromthe applicable user);
• accessing the Platform in order to build a similar or competitive service;
• accessing (or attempting to access) any part of the Platform by means other than through the interface that is provided by us;
• impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity;
• collecting or storing, or attempting to collect or store, personal information about other users of the Platform for any purpose other than as occurs through the normal operation of the Platform; or
• removing, obscuring or altering any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Platform;
• using the Platform except as permitted by these Terms; or,
• engaging in any activity that is illegal under federal, state, local or other laws.

In addition, you may not use the Platform to enable any person (including you) to benefit from any activities HoneyHive has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Platform in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

Restricted Businesses shall also include, but not be limited to, any party participating in:

• activities that violate these Terms, any Third-Party Rules, or any other agreement that you have entered into with us or any of our agents in connection with the Platform;
• activities that violate applicable law;
• gambling;
• adult services;
• infringement of intellectual property or proprietary rights;
• counterfeit or unauthorized goods;
• the sale of illegal products or services;
• unfair, predatory, or deceptive practices; and
• any products or services that are otherwise restricted by third parties we work with in providing you with the Services and the Platform.

If you are uncertain whether a category of business or activity is restricted or have questions about howthese restrictions apply to you, please contact us at support@honeyhive.ai.

‍7. OWNERSHIP OF THE PLATFORM

All right, title and interest in and to the Platform, including, but not limited to, all of the software and code that comprise and operate the Platform (collectively, the “Software”), and all of the text, photographs, illustrations, images, graphics, audio, video, URLs, advertising copy and other materials provided through the Platform, including, without limitation, at https://docs.honeyhive.ai (collectively, the “HoneyHive Content”) are owned by us or by third parties who have licensed HoneyHive Content to us.

Subject to your acceptance of, and compliance with, the applicable Agreements and your payment of anyapplicable fees or charges, we hereby grant you a limited, non-exclusive, non-transferable,non-sublicensable, revocable right to access and use the Platform in a manner that is consistent with theAgreements and the Platform’s intended purposes. You obtain no rights to the Platform except to use it inaccordance with the Agreements.

The HoneyHive names and logos (including, but not limited to, those of our affiliates, to the extent applicable), all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing within the Platform, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of HoneyHive (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress (collectively, “Marks”) mentioned, displayed, cited, or otherwise indicated within the Platform are the property of their respective owners. You are not authorized to display Our Marks in any manner without our prior written permission. You are not authorized to display or use the Marks of any third party that appear within the Platform without the prior written permission of the applicable third party.

Further, you may choose to, or we may invite you to submit comments, suggestions, or ideas about thePlatform or the Services, including how to improve them (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by our personnel, or obtained from other sources.

Notwithstanding anything to the contrary, HoneyHive shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Platform and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the Platform and other HoneyHive offerings, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.

‍8. THIRD-PARTY SITES AND SERVICES

As referenced above, our Platform may be integrated or otherwise used in connection with services provided by third parties as part of the functionality of the Platform. You understand that we do not have control over third parties and that such third parties are not agents of HoneyHive. You acknowledge and agree that we make no representation or warranty about, do not endorse, and will not be liable for any third party’s products or services or the information provided by third parties, whether through the Platform or otherwise. In addition, reliance on User Content is at your own risk. You acknowledge and agree that we are not responsible or liable for, nor do we endorse, any User Content.

‍9. UPDATES TO THE PLATFORM

We may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Platform (“Updates”). These may be automatically provided without providing any additional notice or receiving any additional consent. If you do not want such Updates, your remedy is to terminate your Account and stop using the Platform. If you do not terminate a previously created Account, you may receive Updates automatically. You acknowledge that you may be required to install Updates to use the Platform. Your continued use of the Platform is your agreement to these Terms with respect to the Platform.

‍10. SUBSCRIPTIONS

‍10.1 Recurring Subscriptions. We offer the Services via a subscription that users can sign up for through the Platform, either on a free basis (“Free Subscriptions”) or on a paid basis (“PaidSubscriptions”, and together with the Free Subscriptions, the “Subscriptions”). For Paid Subscriptions, we charge a monthly or annual subscription fee to users, as selected by and agreed to by the user during the Account creation process. We may also charge a transactional fee to users, which is indicated on the applicable subscription fee plan for each user located on the Platform. The subscription fees and transactional fees are subject to change at any time and for any reason by HoneyHive in its sole and absolute discretion.

‍10.2 Usage Credits. Each Subscription gives the applicable user a set number of usage credits that the user can utilize over the course of the month or the year, as applicable to the user’s Subscription plan. Any unused usage credits do not carry over month over month, or year over year, as applicable, and are not subject to any refunds. The latest information is available at https://www.honeyhive.ai/pricing.

‍10.3 Taxes; Fees. You are required to pay all fees and charges imposed by HoneyHive arising from your use of the Platform. Any fees for a renewal of a Paid Subscription must be paid before the date thePaid Subscription renews. Your authorization to use the Platform is contingent on your payment of all applicable fees. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of HoneyHive or any of its affiliates. Unless otherwise stated, all fees are in United States Dollars.

‍10.4 Subscription Term, Renewal and Cancellation.

(a) Unless prohibited by applicable law, Subscriptions automatically renew at the end of each subscription period for the same period (i.e. monthly subscriptions renew on a monthly basis) unless you opt out of the upcoming renewal term by providing us notice of cancellation prior to the expiration of your current subscription term. Without limiting HoneyHive’s other rights under the Agreements, nothing in these Terms shall require us to renew any Subscription or otherwise continue to make the Platform available to you after the end of your current subscription term.

(c) You can manage your Subscription in your Account settings, or by contacting us at support@honeyhive.ai and following the instructions we provide. If you cancel your Subscription, unless terminated earlier as permitted under these Terms, upon HoneyHive’s acceptance of your cancellation of the Subscription and the expiration of the current subscription term, your license to access and use the Platform under the Subscription shall terminate. Without limiting anything set forth in these Terms, cancelling your Subscription will not relieve you of any liabilities or obligations arising from your Subscription activity on the Platform prior to such cancellation.

‍10.5 Payment Method; Credit Card Authorization. Users may pay fees using credit cards, debit cards, or other payment methods as may be determined by HoneyHive from time to time. If you submit your payment information through the Platform, then you authorize HoneyHive or our applicable Third-PartyPartners to store that payment information and charge your payment method for any upgrades, subscriptions, add-ons, or other services that you purchase. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Where applicable, you authorize us or our applicable Third-Party Partners to charge any card provided by you all amounts due under this Agreement, including without limitation amounts for any additional features, transaction fees, subscription fees, and other payments, taxes, and fees. You agree to keep your payment information current at all times. If the card cannot be verified, is invalid, is over-limit, or is not otherwise acceptable, your access to the Platform may be suspended or cancelled by us without notice and we may generate invoices for payment. If you dispute any charges, you must provide HoneyHive with notice within 14 days after the date that HoneyHive or our applicableThird-Party Partner charges you.

‍11. INFORMATION WE MAKE AVAILABLE TO YOU

From time to time, we may provide you with information in furtherance of the Services. Our intention in doing so is to be helpful and to make the Platform more useful to you. However, you agree that all information and suggestions that we provide to you through the Platform is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property.

‍12. INFORMATION YOU PROVIDE TO US

As a core aspect of the functionality of the Platform, you may provide us with information about yourself, by giving us access to information collected by third parties, and by using the Platform. By providing this information and content, you grant us the right to use the information and content for the purposes described in these Terms and our Privacy Policy (https://www.honeyhive.ai/privacy). Our Privacy Policy may be updated from time to time, so please review it regularly. If you do not accept the terms of our Privacy Policy, please discontinue use of the applicable portions of the Platform. While we do not claim ownership over any such information and content that you provide, you agree that we have the right to use such information and content as specified in these Terms and our Privacy Policy.

The Platform may provide you with the ability to post and comment on User Content. By providing any User Content on the Platform, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of, and sublicense your UserContent in any manner or through any media now known or later developed without any payment obligation to you. Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move or remove any User Content posted to the Platform. You represent and warrant that you have all necessary consents and/or licenses, as the case may be, to access, use, capture, collect, display, input, share, transmit or otherwise distribute any information included in Inputs that you provide, including, without limitation, with respect to any of your own personal data (“Personal Data”) or the personal data of your or your organization’s employees (“Employee Personal Data”) and personal data of third parties (“Third Party PersonalData”), into and through the Software and the Platform.

In addition, we should not be relied upon as a means to store your data or information and we assume no responsibility for such activities.

13. NOTICE AND PROCEDURE FOR MAKING U.S. CLAIMS OF COPYRIGHT ORTRADEMARK INFRINGEMENT

13.1 Copyright Infringement. HoneyHive respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, HoneyHive will respond to claims of copyright infringement committed using the Platform that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Platform by providing us the following information(the “Notice”):

1. the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
2. the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;
3. your mailing address, telephone number, and, if available, email address;
4. a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
5. a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
6. your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

By email to: support@honeyhive.ai

By mail to:
HoneyHive Inc.
77 Sands Street, Suite 7014, Floor 6 Brooklyn, NY 11201

Upon receipt of the Notice as described above, HoneyHive will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Platform.

13.2 Trademark Infringement. HoneyHive respects trademark law and expects our users to do the same. If you believe that your work has been copied in a way that constitutes trademark infringement, please provide a written notice by email to support@honeyhive.ai with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of thetrademark interest;
• A detailed description of the trademark that you claim has been infringed;
• A description of precisely where the material that you claim is being infringed is located on the Platform;
• Your address, telephone number, and email address; and
• A statement by you that you have a good faith belief that the disputed use is not authorized by the trademark owner, its agent or the law.

‍14. TERMINATION OF YOUR USE OF THE PLATFORM

At any time, you may discontinue your use of the Platform. To delete or deactivate your Account, please email support@honeyhive.ai. Please visit our Privacy Policy (https://www.honeyhive.ai/privacy) to understand how we treat your information when you discontinue your use of the Platform.

We reserve the right to take action to limit or prevent your access to our Platform, if we, in our sole discretion, deem that such action is necessary based on: (a) your use of the Platform in a way that would potentially expose us to liability; (b) disruption of the Platform by you to others; your violation of these Terms or our Privacy Policy; (c) your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and (d) your use of the Platform in a way that could cause harm to any person or other party. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.

After termination by either party, you shall no longer have access to, and shall cease all use of thePlatform. Any termination of this Agreement does not relieve you of any obligations to pay any fees, fines, or any other financial obligation incurred by you or through your use of the Platform prior to or after termination. In addition, your license to access and use our Platform shall immediately terminate and you must discontinue all use of the Platform affected by such termination.

The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.

‍15. ASSUMPTION OF RISK

YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. YOU AGREE THAT IF YOU CHOOSE TO USE THE PLATFORM, YOU ARE DOING SO VOLUNTARILY. YOU ASSUME ALL SUCH RISKS WITHOUT LIMITATION.

‍16. DISCLAIMER OF WARRANTIES; “AS IS”

WE ARE MAKING THE PLATFORM AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE PLATFORM WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE PLATFORM. WE DO NOT WARRANT THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

YOU HEREBY ACKNOWLEDGE THAT THE PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OFTHE PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION,AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE PLATFORM CAUSED BY SUCH FACTORS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

YOUR ACCESS TO THE PLATFORM, DOWNLOAD OF ANY SOFTWARE RELATING TO THE PLATFORM AND USE OF ANY INFORMATION WE MAY PROVIDE IN CONNECTION WITH YOUR USE OF THE PLATFORM IS AT YOUR SOLE OPTION, DISCRETION AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE COMPUTER PROGRAMS RELATING TO THE PLATFORM, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOUTO USE THE PLATFORM BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARENOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

‍17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT,STRICT LIABILITY, OR OTHERWISE) SHALL HONEYHIVE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL,WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II)THE AMOUNTS PAID BY YOU TO HONEYHIVE IN CONNECTION WITH THE SERVICES INTHE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

‍18. INDEMNIFICATION

In the event that any third party brings a claim against us related to your actions, content (including without limitation, applicable User Content and/or Inputs), information, or any other use of the Platform by you, your organization or your organization’s employees, you agree to indemnify, defend, and hold us, our subsidiaries and affiliates, and our and their respective directors, officers, employees, agents, and other partners (the “Released Parties”) harmless from and against any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.

‍19. GOVERNING LAW & DISPUTE RESOLUTION

‍PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

These Terms are governed by and will be construed under the laws of the state of New York, without regard to the conflicts of laws provisions thereof.

You agree to resolve any dispute, claim, or controversy with HoneyHive arising out of or relating to your use in any way of the Platform in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us atsupport@honeyhive.ai). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS (as set forth below), which shall take place in New York, New York, and the costs of which shall be divided equally between you and HoneyHive. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration held in accordance with the StreamlinedArbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such rules. The arbitration shall be held in New York, New York. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction, which shall take place in New York, New York.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York, New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND HONEYHIVE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Nothing contained in this section shall limit our ability to take action related to your access to the Platform as provided in these Terms.

‍20. SEVERABILITY; WAIVER; ASSIGNMENT

If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

We reserve the right to transfer, assign, sublicense, or pledge any or all of the Agreements, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.

‍21. CHANGES TO THESE TERMS

We reserve the right to change these Terms from time to time, with or without notice. If you continue to use the Platform, you consent to the new Terms. Any changes to these Terms will become effective on the“Effective Date” indicated above. If you continue to use the Platform after the Effective Date, you consent to the new Terms. We will always have the latest Terms posted on the Platform.

‍22. RELATIONSHIP

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner.

‍23. USE OUTSIDE OF THE UNITED STATES

We make no claim that the Platform or the Services are appropriate or may be used outside of the United States. If you access the Platform or the Services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

‍24. CALIFORNIA USERS AND RESIDENTS

In accordance with California Civil Code Section 1789.3, California resident users are entitled to know that they may file grievances and complaints with California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov.

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