Enterprise

Subscription Services Agreement

The contract that governs enterprise access to the Honeyb platform, API and data exports. It applies where a customer has signed an Order Form referencing it.

Version 1.0

Which agreement applies

This agreement governs enterprise subscriptions bought under a signed Order Form. Self-serve accounts and general use of the website are governed by the Terms of Service, which are a separate document with different terms, including a different choice of governing law. Where a signed Order Form references this agreement, this agreement governs that subscription.

This Subscription Services Agreement is entered into between Honeyb SIA, registration number 40203724531, registered at Lastadijas iela 12 k-3, Riga, LV-1050, Latvia, and the customer identified in the applicable Order Form. It governs the Customer's access to and use of the Honeyb platform and related services.

1. Definitions

In plain terms: The words that carry specific meaning throughout. Output Data is the one worth reading: it is what the platform produces about your brand, as distinct from the data you put in.

1.1: Order Form means the ordering document signed by both parties that specifies the subscription tier, fees, term and scope of service.
1.2: Services means the Honeyb software as a service platform, the associated application programming interface, and any data exports, as described in the Order Form.
1.3: Customer Data means data submitted by the Customer to the Services, including account details, brand and competitor names, prompt definitions and configuration settings.
1.4: Output Data means the results generated by the Services, including AI engine responses, mention metrics, citation and source records, and analysis derived from them.
1.5: Subscription Term means the period stated in the Order Form, including any renewal terms.

2. Provision of the Services

In plain terms: What you get and how you may use it. Availability is 99.0% per month, measured excluding scheduled maintenance and outages at the third party AI providers the platform queries.

2.1: Honeyb grants the Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Services for its internal business purposes, in accordance with this Agreement and the applicable Order Form.
2.2: The Customer may permit its employees and contractors to use the Services on its behalf, and remains responsible for their compliance with this Agreement.
2.3: Honeyb will use commercially reasonable efforts to make the Services available 99.0% of the time each calendar month, excluding scheduled maintenance notified in advance and any downtime caused by factors outside Honeyb's reasonable control, including outages or rate limiting by third party AI providers.
2.4: The Customer will not resell, sublicense or make the Services available to any third party, reverse engineer the Services, or use the Services to build a competing product.

3. Data and intellectual property

In plain terms: You keep your data. Honeyb keeps the platform. Output Data about your own brand stays licensed to you after the subscription ends. Clause 3.5 is the important one: the platform reports what third party AI systems say, and those systems are inconsistent and sometimes wrong.

3.1: The Customer retains all rights in Customer Data. The Customer grants Honeyb a limited licence to process Customer Data solely to provide and support the Services.
3.2: Honeyb retains all rights in the Services, the platform, and its underlying methodology, models and software.
3.3: Output Data relating to the Customer's own brand is licensed to the Customer for its internal business use, including internal reporting and analysis, for the Subscription Term and thereafter.
3.4: Honeyb may use aggregated and anonymised data derived from use of the Services to operate, benchmark and improve the Services, provided that such data does not identify the Customer or reveal Customer Data.
3.5: Output Data is generated from third party artificial intelligence systems whose responses vary and may be inaccurate. Honeyb reports what those systems produce. Honeyb does not warrant the accuracy of statements made by third party AI systems, and the Customer should not rely on Output Data as the sole basis for any material decision.

4. Fees, invoicing and taxes

In plain terms: Annual in advance and 30 day payment terms by default, though the Order Form can set a different billing frequency such as quarterly. Any renewal price change needs 45 days notice. Honeyb is a Latvian company, so supplies to business customers outside the EU sit outside EU VAT and a W-8BEN-E is available for US customers.

4.1: The Customer will pay the fees set out in the Order Form. Fees are non-refundable except as expressly stated in this Agreement.
4.2: Honeyb will invoice annually in advance unless the Order Form states otherwise. Invoices are payable within 30 days of the invoice date.
4.3: Fees are exclusive of taxes. Honeyb is established in Latvia and supplies of services to a business customer established outside the European Union are outside the scope of EU VAT. The Customer is responsible for any withholding, sales or other local taxes. Honeyb will provide a completed IRS Form W-8BEN-E on request.
4.4: If any undisputed invoice remains unpaid more than 30 days after its due date, Honeyb may, on 10 business days written notice, suspend access to the Services until payment is received.
4.5: Honeyb may increase fees on renewal by giving written notice at least 45 days before the end of the then current Subscription Term.

5. Term, renewal and termination

In plain terms: Terms renew automatically for the same length as the initial term in your Order Form, so a three month term renews quarterly and a twelve month term renews annually. Either side can stop the renewal with 30 days notice. On the way out you can request a one time export of your Output Data within 30 days.

5.1: This Agreement begins on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated.
5.2: Each Order Form automatically renews for successive terms equal to the initial term stated in that Order Form, or for successive 12 month terms where the Order Form states no initial term, unless either party gives written notice of non-renewal at least 30 days before the end of the then current term.
5.3: Either party may terminate this Agreement immediately on written notice if the other party commits a material breach and fails to remedy it within 30 days of written notice, or becomes insolvent.
5.4: On termination or expiry, the Customer's access to the Services ends. On written request made within 30 days of termination, Honeyb will provide a one time export of the Customer's Output Data in a machine readable format. Honeyb may delete Customer Data 60 days after termination.

6. Confidentiality

In plain terms: Mutual, with the usual carve-outs, and it runs for three years after the agreement ends.

6.1: Each party will keep confidential all non-public information disclosed by the other that is marked confidential or would reasonably be understood to be confidential, and will use it only for the purposes of this Agreement.
6.2: This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or must be disclosed by law, provided the disclosing party is given reasonable notice where legally permitted.
6.3: Confidentiality obligations survive for three years after termination of this Agreement.

7. Data protection and security

In plain terms: The platform is built to track brands rather than people, so it holds little personal data. Where it does process personal data on your behalf, the Data Processing Addendum governs. Breach notification is within 72 hours.

7.1: The Services are designed to process business information rather than personal data. Where Honeyb processes personal data on the Customer's behalf, the parties will enter into a Data Processing Addendum, which is incorporated into this Agreement by reference.
7.2: Honeyb will maintain appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest, access control on a least privilege basis, and a documented list of sub-processors available on request.
7.3: Honeyb will notify the Customer without undue delay, and in any event within 72 hours, of becoming aware of any personal data breach affecting Customer Data.

8. Warranties and disclaimers

In plain terms: Honeyb warrants the service is delivered with reasonable skill and care. Beyond that it is provided as is, which is standard for software.

8.1: Each party warrants that it has the authority to enter into this Agreement.
8.2: Honeyb warrants that it will provide the Services with reasonable skill and care and in accordance with the description in the Order Form.
8.3: Except as expressly stated in this Agreement, the Services are provided on an as is basis and Honeyb disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose.

9. Indemnity

In plain terms: Honeyb covers you if the platform is claimed to infringe someone's intellectual property. You cover Honeyb for claims arising from your own data or misuse.

9.1: Honeyb will defend the Customer against any third party claim that the Services, as provided by Honeyb and used in accordance with this Agreement, infringe that third party's intellectual property rights, and will pay any damages finally awarded, provided the Customer notifies Honeyb promptly and gives Honeyb control of the defence.
9.2: The Customer will defend Honeyb against any third party claim arising from Customer Data or from the Customer's use of the Services in breach of this Agreement.

10. Limitation of liability

In plain terms: Liability is capped at the fees paid in the preceding twelve months, and neither side is liable for indirect or consequential loss. The usual exclusions for fraud and personal injury still stand.

10.1: Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.
10.2: Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, however arising.
10.3: Subject to clauses 10.1 and 10.2, each party's total aggregate liability arising out of or in connection with this Agreement is limited to the total fees paid or payable by the Customer under the applicable Order Form in the 12 months preceding the event giving rise to the liability.

11. Publicity

In plain terms: Honeyb may name you as a customer and can be told to stop at any time. Anything with your words in it, a case study or a quote or a press release, needs your written approval first.

11.1: Honeyb may identify the Customer as a customer and use the Customer's name and logo on its website and in sales materials. The Customer may withdraw this permission at any time on written notice, and Honeyb will remove the reference within 30 days. Any case study, quotation or press release requires the Customer's prior written approval.

12. General

In plain terms: The standard closing terms. Two worth reading: 12.5 says your Order Form governs the commercial shape of the deal, so the fees, billing frequency, term length and service levels you negotiated are the ones that apply, while the risk allocation in clauses 3, 6, 8, 9 and 10 stays fixed unless expressly varied. 12.4 means your purchase order terms do not apply, and 12.7 chooses Delaware law.

12.1: Neither party may assign this Agreement without the other's written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets.
12.2: Neither party is liable for failure to perform caused by events beyond its reasonable control.
12.3: Notices must be in writing and sent to the contact addresses in the Order Form. Email is sufficient.
12.4: This Agreement, together with the Order Form and any Data Processing Addendum, is the entire agreement between the parties and supersedes all prior discussions. No purchase order terms apply. This Agreement also supersedes the Honeyb Terms of Service in respect of the subscription the Order Form governs.
12.5: Where this Agreement and an Order Form conflict, the Order Form governs for the subscription it covers. This applies to commercial terms, including fees, billing frequency, payment terms, term length, scope of service and service levels. It does not apply to clauses 3, 6, 8, 9 or 10, which govern in all cases unless an Order Form expressly states that it varies a numbered clause of this Agreement and is signed by both parties.
12.6: Any variation must be in writing and signed by both parties.
12.7: This Agreement is governed by the laws of the State of Delaware, USA, excluding its conflict of laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

The plain-language notes above are provided to aid reading and do not form part of the agreement. Where a note and a clause differ, the clause governs.

For procurement questions or a security questionnaire, contact hello@honeyb.ai.

Honeyb SIA · Reg. No. 40203724531 · Lastadijas iela 12 k-3, Riga, LV-1050, Latvia