Terms Of Service

DRAFT — FOR ATTORNEY REVIEW

Terms of Service

Effective Date: [DATE]

Last Updated: [DATE]

These Terms of Service ("Terms") govern your access to and use of OkHenry ("the Service"), operated by The Deliberate Company, LLC ("the Company," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

  • "Service" means the OkHenry web application available at okhenry.ai, including all AI-powered agents, tools, features, and content provided through the platform.
  • "User," "you," or "your" means any individual or entity that accesses or uses the Service.
  • "Organization" means an organizational account created within the Service, identified by a unique subdomain, to which Users belong.
  • "Content" means all text, data, information, and materials you submit, upload, or generate through use of the Service, including but not limited to business information, operational designs, Operation Maps, and conversation transcripts.
  • "AI Agents" means the artificial intelligence-powered conversational agents within the Service (including but not limited to Henry, Peter, Eli, Joe, and Ed).

2. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Account Registration

  • Certain features of the Service require account creation. You agree to provide accurate, complete, and current information during registration.
  • You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
  • You must notify us immediately at support@okhenry.ai of any unauthorized use of your account.
  • Each Organization operates under a subdomain. Organization administrators are responsible for managing User access within their Organization.

4. Free Discovery and Trial

  • The Service offers a free discovery conversation that does not require account creation. Information exchanged during this conversation is stored in a temporary session.
  • If you choose to create an account, your discovery conversation and diagnostic data carry forward into your account.
  • Trial terms, including duration and feature access, are described at the time of account creation and may be modified at our discretion.

5. Subscriptions and Payment

  • Access to certain features of the Service requires a paid subscription. Subscription plans, pricing, and features are described on our pricing page and may be updated from time to time.
  • Payments are processed through Stripe, Inc. By subscribing, you also agree to Stripe's Terms of Service.
  • Subscriptions renew automatically at the end of each billing period (monthly or annual) unless cancelled before the renewal date.
  • You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.
  • We reserve the right to change subscription pricing with 30 days' advance notice. Price changes take effect at the start of your next billing period.

6. AI Usage and Credits

  • The Service includes AI-powered agents that consume usage credits. Credit allocation depends on your subscription plan.
  • AI Agents generate responses based on the information you provide. The Company does not guarantee the accuracy, completeness, or suitability of AI-generated content for any particular purpose.
  • You are responsible for reviewing and validating all AI-generated output before relying on it for business decisions.
  • AI Agent conversations are processed using third-party large language model providers. We primarily use Anthropic's Claude models. In the event of a service outage, we may fall back to alternative large language model providers; however, we do not use OpenAI or ChatGPT models. While we take measures to protect your data, you should not share sensitive personal information, trade secrets, or confidential information that you are legally prohibited from disclosing through the Service.

7. Your Content

  • Ownership. You retain all ownership rights in your Content. The Company does not claim ownership of any Content you submit to the Service.
  • License. By submitting Content, you grant the Company a limited, non-exclusive, worldwide license to use, store, process, and display your Content solely for the purpose of providing and improving the Service.
  • Responsibility. You are solely responsible for the accuracy, legality, and appropriateness of your Content. You represent that you have all necessary rights to submit your Content to the Service.

8. Intellectual Property

  • The Service, including its design, features, code, documentation, branding, and all associated intellectual property, is owned by the Company and protected by applicable intellectual property laws.
  • The operational designs, Operation Maps, and step specifications you create using the Service are your Content and belong to you, subject to Section 7.
  • You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse engineer or attempt to extract source code from the Service.

9. Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
  • Attempt to gain unauthorized access to the Service, other accounts, or systems connected to the Service.
  • Interfere with or disrupt the Service or servers or networks connected to the Service.
  • Use the Service to transmit malware, spam, or other harmful content.
  • Use automated means (bots, scrapers, etc.) to access the Service except through APIs we explicitly provide.
  • Resell, sublicense, or commercially redistribute the Service without our prior written consent.
  • Attempt to circumvent usage limits, credit allocations, or subscription restrictions.

10. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your information. By using the Service, you consent to the practices described in the Privacy Policy.

11. Third-Party Services

The Service integrates with third-party services (including but not limited to Stripe for payment processing and AI model providers for agent functionality). Your use of these third-party services is subject to their respective terms and privacy policies. The Company is not responsible for the practices or policies of third-party service providers.

12. Service Availability and Modifications

  • We strive to maintain the availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable for maintenance, updates, or circumstances beyond our control.
  • We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice.
  • We will make reasonable efforts to provide advance notice of material changes that affect your use of the Service.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE, INCLUDING AI-GENERATED CONTENT, WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

AI-GENERATED CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL BUSINESS, LEGAL, FINANCIAL, OR OPERATIONAL ADVICE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.

16. Termination

  • You may terminate your account at any time by contacting us at support@okhenry.ai.
  • We may suspend or terminate your access to the Service at any time for any reason, including violation of these Terms, with or without notice.
  • Upon termination, your right to use the Service ceases immediately. We may, at our discretion, retain or delete your Content in accordance with our Privacy Policy and applicable law.
  • We will make reasonable efforts to allow you to export your Content prior to deletion. Sections 7, 8, 13, 14, 15, and 17 survive termination.

17. Governing Law and Dispute Resolution

  • These Terms are governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law provisions.
  • Any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.
  • You agree that any arbitration shall be conducted on an individual basis and not as a class action or other representative proceeding.

18. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

19. Contact

If you have questions about these Terms, contact us at:

The Deliberate Company, LLC
Email: legal@okhenry.ai
Web: okhenry.ai