These Terms of Service (the “Terms”) are a binding agreement between you and Henry AI Technologies LLC, a Delaware limited liability company with its address at 2810 N Church St STE 90844, Wilmington, DE 19802, United States (“Henry,” “we,” “us,” or “our”). They govern your access to and use of the Henry AI assistant and every way it is delivered: the web app at app.usehenry.ai, the Henry apps for iOS, Android, and macOS, the Henry apps for Slack and Microsoft Teams, the email channel, the texting channel, our APIs, and the usehenry.ai website (together, the “Service”).
Please read these Terms carefully. They include a binding arbitration clause and class action waiver in Section 20 that affect how disputes are resolved, and limitations on our liability in Section 18. By creating an account, installing Henry in a workspace, texting Henry, clicking to accept, or otherwise using the Service, you agree to these Terms, our Acceptable Use Policy, and, for the texting channel, our SMS and Texting Terms, each of which is incorporated into these Terms. Our Privacy Policy explains how we handle personal information. If you do not agree, do not use the Service.
1. Who may use Henry
The Service is designed for business and professional use and, through personal Workspaces, for individuals managing their own lives. You must be at least 18 years old and able to form a binding contract to use it. The Service is not directed to children, and we do not knowingly collect information from anyone under 13.
If you install Henry in an organization's Slack or Microsoft Teams workspace, create a team Workspace, or otherwise use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and “Customer” and “you” refer to that entity. If you use a personal Workspace for yourself, “Customer” and “you” refer to you individually.
If you and Henry have signed a separate agreement or Order Form covering the Service (an “Enterprise Agreement”), that agreement controls where it conflicts with these Terms.
2. Definitions
- “Agreement” means these Terms together with the documents they incorporate and any applicable Order Form or Enterprise Agreement.
- “Authorized User” means an individual the Customer allows to use the Service through its Workspace, including members of a connected Slack or Teams workspace and people who email or text Henry through the Customer's channels.
- “Customer Content” means all data, text, files, images, audio, messages, and other content that Customer or its Authorized Users submit to the Service or make available to it, including messages to Henry, captured channel content, files and voice messages, data Henry reads from Connected Tools on your instruction, and content Henry reads from websites in an Agent Browser session you direct.
- “Agent Browser” means the feature that lets Henry operate a web browser running on cloud infrastructure we provide, isolated to one Authorized User, to read and act on websites at that user's direction.
- “Connected Tool” means a third-party application, account, or data source that Customer or an Authorized User connects to the Service (for example a CRM, calendar, project tracker, code host, or email account), including through our integration providers or a custom connector.
- “Output” means content the Service generates in response to Customer Content or instructions, including answers, drafts, summaries, code, files, and actions proposed or taken in Connected Tools.
- “Workspace” means a Customer's account environment in the Service, including its members, settings, Connected Tools, memory, knowledge, tasks, and credit balance. A Workspace is either a team Workspace or a personal Workspace for one individual (Section 4.4).
- “Documentation” means the guides, help content, and policies we publish for the Service.
3. The Service
3.1 What Henry does
Henry is an AI assistant that answers questions using the context you give it, remembers information you allow it to keep, runs scheduled and delegated tasks, and takes actions in Connected Tools. Henry works wherever you invite it: in Slack and Teams channels and direct messages, in the web and native apps, over email, and over iMessage and SMS. It can also operate a web browser on your behalf through the Agent Browser (Section 6.6).
3.2 Third-party platforms
Parts of the Service run on or inside platforms we do not control, including Slack, Microsoft Teams, Apple's App Store and iOS, Google Play and Android, Apple iMessage, mobile carrier networks, and the websites Henry visits through the Agent Browser. Your use of those platforms is governed by their own terms, and the Service may be affected by changes those platforms make. We are not responsible for third-party platforms. Data we receive through the Slack, Microsoft, and Google APIs is used only to provide and improve the Service for you and is never used to develop, improve, or train generalized AI or machine learning models; our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
3.3 Notifications
The Service may send you push notifications, emails, and text messages related to your account and the work you ask Henry to do. You can manage push notifications in your device settings and in Henry's notification settings, unsubscribe from non-essential emails using the link in each email, and stop texts as described in the SMS and Texting Terms. We may still send infrequent, important service and security announcements.
3.4 Changes to the Service
We improve the Service continuously and may add, change, or remove features, models, integrations, or surfaces. We will not materially reduce the core functionality of a paid plan during a paid period without notice. We may also offer features labeled alpha, beta, preview, early access, or similar (“Beta Features”). Beta Features are provided as is, may be changed or withdrawn at any time, may be subject to additional terms, and are excluded from any service commitments.
4. Accounts, Workspaces, and Authorized Users
4.1 Accounts
You must provide accurate account information and keep it current. You are responsible for all activity under your account and for keeping your sign-in methods (email codes, passwords, Google sign-in, two-factor devices, single sign-on, and enrolled phone numbers) secure. Tell us immediately at security@usehenry.ai if you suspect unauthorized access.
4.2 Workspace roles and administration
Each Workspace has an owner and may have admins and members. Owners and admins control who can use Henry, which channels Henry captures, which Connected Tools are available and to whom, how confirmations and standing approvals work, billing, and data export and deletion. Customer is responsible for its owners' and admins' choices and for its Authorized Users' compliance with the Agreement. Customer must ensure it has given Authorized Users and other people whose messages Henry may read any notices, and obtained any consents, that applicable law or Customer's own policies require.
4.3 Authorized Users
Authorized Users must accept these Terms to use the Service. Where an Authorized User's interests conflict with the Customer's, the Customer's instructions control the Workspace and its data, subject to applicable law. Customer's owners and admins can see Workspace-level information (members, usage and spend, integrations, tasks, and team knowledge) and can export or delete the Workspace, which includes Authorized Users' conversations with Henry. Private memories and personal integration connections belong to the individual Authorized User within the Workspace, but the Customer may disable them and they are included in Workspace exports and deletions.
4.4 Personal Workspaces
A personal Workspace is a Workspace for one individual. It has a single member and cannot invite others, and the Slack and Microsoft Teams apps are not available in it. In a personal Workspace, Henry keeps profiles of the people, vehicles, homes, pets, and documents you tell it about, the dates attached to them, and the follow-ups it has promised you, and it may text or email you first about them, subject to your proactive texting setting and quiet hours. You are the Customer for your personal Workspace, and Henry is the controller of its data as described in the Privacy Policy. Personal Workspaces are currently offered free of charge during beta; if that changes, Section 8.5 applies.
5. Customer Content
5.1 Ownership
As between you and Henry, you own your Customer Content. We claim no ownership of it.
5.2 License to Henry
You grant Henry a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, analyze, display, and create derivative works of Customer Content solely to provide, secure, and support the Service for you, to comply with law, and as otherwise permitted by the Agreement and the Privacy Policy. This license ends when Customer Content is deleted from the Service, subject to backup expiry described in our Privacy Policy.
5.3 We do not train on your data
We do not use Customer Content or Output to train, fine-tune, or improve any foundation model, ours or a third party's. Our model providers process Customer Content under commercial terms that prohibit them from training on it. We may use aggregated, de-identified usage metrics (such as token counts, latency, and error rates) to operate and improve the Service.
5.4 Your responsibilities
You are responsible for Customer Content and for having all rights, permissions, and legal bases needed to submit it and to have Henry process it. You must not submit content that violates the Acceptable Use Policy, infringes anyone's rights, or contains regulated data categories the Service is not designed for (such as protected health information, payment card numbers, or government identification numbers) unless an Enterprise Agreement expressly permits it or a feature is expressly built for it, such as filing your own identification, insurance, or registration documents in a personal Workspace's document wallet.
5.5 Captured channel content
When you add Henry to a channel or conversation, Henry reads its history and follows along so it can learn your team's context. The Customer decides which channels Henry captures and may turn capture off or purge what Henry learned at any time. You are responsible for ensuring that capturing a channel is permitted by your organization and by applicable law, including workplace monitoring and consent laws.
6. AI Output
6.1 Ownership of Output
To the extent we hold any rights in Output, we assign them to you, and you may use Output for any lawful purpose consistent with the Agreement. Because AI generates similar Output for similar inputs, Output is not unique to you and we cannot promise that other users will not receive similar Output.
6.2 Nature of AI
Output is generated by machine learning models and is probabilistic. It can be inaccurate, incomplete, outdated, biased, or inappropriate, and it may not reflect the current state of your Connected Tools. You should review Output before relying on it, and you must not rely on Output as a substitute for professional advice or as the sole basis for decisions that have legal or similarly significant effects on people. Output does not represent Henry's views.
6.3 Actions in Connected Tools and on websites
Henry proposes consequential actions in Connected Tools, and on websites it operates through the Agent Browser, and waits for a human to confirm them, unless an Authorized User has granted a standing approval for that kind of action in a Connected Tool. When you confirm an action, grant a standing approval, or schedule a task that acts on your behalf, you authorize Henry to take that action using your permissions, and you are responsible for its results as if you had taken it yourself. Review confirmation prompts carefully and use standing approvals only where the consequences of an error are acceptable to you.
You acknowledge that: actions in Connected Tools and on websites may not be reversible; our safeguards reduce but cannot eliminate unintended or erroneous actions; content Henry reads (including captured messages, emails, documents, tool results, and web pages) may contain hidden or misleading instructions intended to manipulate AI systems, and Henry may not always detect them; and records of actions shown in the Service may be incomplete or inaccurate. Where an action results in a purchase, payment, communication, or other transaction with a third party, that transaction is between you and the third party; Henry is not a party to it and is not a buyer, seller, agent, or payment processor.
6.4 Models and providers
The Service uses models from third-party providers, which may change over time. You may choose among available models where the Service offers a choice; we may route requests to a different model or provider when one is unavailable or when you have not selected one. Enterprise Customers may supply their own model API key, in which case their agreement with that provider governs the provider's processing. If a change in a model provider's terms would materially reduce the protection of Customer Content described in the Agreement, we will notify Workspace owners in advance where we are able to, and you may terminate the affected plan and receive a pro rata refund of prepaid fees for the remaining period.
6.5 Web content
Henry may search the web or fetch pages you point it to. Web content is third-party content we do not control, and Output based on it is subject to the same limitations as any other Output.
6.6 Agent Browser
The Agent Browser lets Henry use websites the way you would: in a real browser running on cloud infrastructure we provide, isolated to you, on the sites you direct it to. When you ask Henry to do something in the Agent Browser, you authorize Henry to visit those sites and act there as you, within the task you gave it, and you are responsible for those actions and their results as if you had performed them yourself, including compliance with each website's terms of use. Where an action results in a purchase, filing, submission, or other transaction with a website, that transaction is between you and the website's operator.
The following rules apply to every Agent Browser session and cannot be turned off. Henry never receives, stores, or types your passwords or verification codes; when a site needs a sign-in, you enter your credentials yourself on a live view of the browser. Before any action that cannot be undone (placing an order, submitting a form, sending a message, changing account settings), Henry stops and asks you, and your approval covers exactly one action with the details shown and cannot be reused. Henry stays on the site the task is about. Some categories of sites, including major banking, brokerage, and payment sites, are never available. Sessions are recorded and screenshots are kept for review as described in the Privacy Policy.
Websites may block or restrict automated access, may change without notice, and may contain content designed to mislead an AI system. We do not guarantee that any site will work with the Agent Browser or that a task will complete. You can turn the Agent Browser off for yourself at any time, sign out of an individual site, or disconnect the browser to delete every saved sign-in; Workspace admins can disable the Agent Browser for the Workspace or limit it to approved sites. Agent Browser tasks are available in interactive conversations only and are subject to the daily task limits and per-task credit ceilings stated in the Documentation.
7. Connected Tools and integrations
Connecting a tool to Henry authorizes Henry to access that tool within the permissions you grant, on your instruction, until you disconnect it. Connected Tools are provided by third parties under their own terms and privacy policies, which you must comply with. Most integration credentials are held by our integration providers rather than by Henry; credentials Henry holds for first-party connectors are encrypted at rest. We are not responsible for Connected Tools, for changes they make to their APIs or terms, or for data you choose to send to them. You can disconnect a tool at any time; Customer admins can disable tools for the Workspace or for individual members.
8. Plans, credits, and payment
8.1 Plans and trials
The Service is offered on the plans described at usehenry.ai/pricing or in your Order Form. New Workspaces may receive a free trial with a fixed credit allowance; the trial length, credit amount, and whether a payment method is required are shown when you sign up. At the end of a trial, your Workspace converts to the plan you selected and billing begins unless you cancel first.
8.2 Credits
Henry meters work in credits. A credit is a unit of underlying model and processing cost as described on the pricing page. Plans include a monthly credit grant; unused monthly credits roll over for one additional billing period and are then forfeited. One-time top-up credits do not expire while your account remains active. Reward and promotional credits are subject to the terms under which they were granted and have no cash value. Credits are non-transferable across Workspaces and are not refundable except where required by law. We may change how credits are calculated or priced on at least 30 days' notice; changes take effect at your next renewal. Some features carry a per-task credit ceiling stated in the Documentation; Agent Browser tasks are one example.
8.3 Auto top-up
If you enable auto top-up, you authorize us to charge your payment method for additional credits when your balance falls below the threshold you set, up to the monthly spending limit you set. You can change or disable auto top-up at any time; changes apply to future top-ups only.
8.4 Subscriptions and renewal
Paid plans are billed in advance and renew automatically for successive periods of the same length until canceled. You authorize us and our payment processor to charge your payment method for all fees when due. You can cancel from the billing page at any time; your plan remains active until the end of the current paid period and does not renew. We do not provide refunds or credits for partial periods, unused credits, or downgrades, except where required by law or expressly stated in an Order Form.
8.5 Price changes
We may change plan prices on at least 30 days' notice by email to the Workspace owner or by notice in the Service. New prices apply at your next renewal after the notice period. If you do not agree, cancel before the renewal.
8.6 Taxes
Fees exclude taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes, other than taxes on our net income. If we are required to collect taxes, we will add them to your invoice unless you provide a valid exemption certificate.
8.7 Late or failed payment
If a payment fails, we will notify you and retry. If payment is not made within 10 days after notice, we may suspend the Workspace until payment is received. Undisputed amounts more than 30 days overdue may accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower, plus reasonable collection costs.
8.8 Payment processing
Payments are processed by Stripe. Henry does not store full payment card numbers. Your payment information is subject to Stripe's terms and privacy policy.
8.9 Consumers outside the United States
If you are an individual using a personal Workspace and you live in the European Economic Area, the United Kingdom, or another jurisdiction that grants consumers a statutory right to withdraw from an online purchase, you may cancel a new paid plan within 14 days of purchase for a refund of amounts paid, less a proportionate charge for credits consumed during that period, by emailing support@usehenry.ai. Nothing in these Terms limits mandatory consumer rights under the law of your country of residence.
8.10 Enterprise purchases
Enterprise plans, SSO, bring-your-own model keys, self-hosted deployments, service level commitments, and custom terms are sold under an Order Form or Enterprise Agreement. Where an Order Form specifies committed fees, they are non-cancelable and non-refundable except as the Order Form states.
9. Term, suspension, and termination
9.1 Term
The Agreement begins when you first accept it and continues until your account and all Workspaces you own are closed.
9.2 Termination by you
You may stop using the Service and close your account at any time by canceling your plan, uninstalling Henry from your Slack or Teams workspace, and requesting deletion as described in the Privacy Policy.
9.3 Suspension
We may suspend or limit access to all or part of the Service for a Workspace or Authorized User if we reasonably believe that: (a) there is a material breach of the Agreement or the Acceptable Use Policy; (b) use creates a security, legal, or operational risk to the Service, other customers, or third parties; (c) fees are overdue as described in Section 8.7; or (d) a platform or model provider requires it. We will try to notify you first and to limit the suspension to what is needed to address the issue, and we will lift it once the issue is resolved.
9.4 Termination by us
We may terminate the Agreement: (a) for material breach that is not cured within 30 days after notice, or immediately for breaches that cannot be cured or that involve the Acceptable Use Policy; (b) if we discontinue the Service in your region or entirely, on at least 60 days' notice and a pro rata refund of prepaid fees for the remaining period; or (c) for accounts with no paid plan that have been inactive for 12 months, after notice.
9.5 Effect of termination
Upon termination, your right to use the Service ends. For 30 days after termination you may request an export of your Workspace data (unless we terminated for your material breach, in which case export is at our discretion where legally permitted). After that period, we delete Customer Content as described in the Privacy Policy. Sections that by their nature should survive (including payment obligations, ownership, disclaimers, limitations of liability, indemnities, and dispute resolution) survive termination.
10. Acceptable use
You must comply with the Acceptable Use Policy. In summary: use Henry lawfully, do not misuse Connected Tools or other people's data, do not attempt to circumvent safety systems, confirmations, permissions, or metering, do not probe or attack the Service except under our responsible disclosure program, and do not use Output to build a competing model or service.
11. Intellectual property and license to the apps
11.1 Our IP
The Service, including its software, apps, models we develop, prompts, designs, Documentation, trademarks, and all related intellectual property, is owned by Henry and its licensors. Except for the rights expressly granted in the Agreement, we reserve all rights. The Henry name and logo may not be used without our written permission except to identify the Service truthfully.
11.2 License to use the Service and apps
Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service, and to install and use the Henry apps on devices you own or control, for your internal business purposes during the term. You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works of the Service or apps except as permitted by law, or remove proprietary notices.
11.3 Feedback
If you give us suggestions, ideas, or feedback about the Service (including thumbs up or thumbs down ratings on Henry's replies), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you. Feedback does not include Customer Content.
11.4 Third-party and open source software
The Service and apps include third-party and open source components licensed under their own terms, which apply to those components to the extent they conflict with these Terms.
12. Privacy and data protection
Our Privacy Policy describes how we collect, use, share, and retain personal information. Where Customer Content includes personal data subject to the GDPR, UK GDPR, or similar laws, or where Customer is a business under the CCPA/CPRA, our Data Processing Addendum applies and is incorporated into the Agreement, with Henry acting as processor or service provider for Customer Content. Our current subprocessors are listed at usehenry.ai/subprocessors. We maintain the technical and organizational security measures described on our Security page and in the DPA.
13. Confidentiality
Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Content is Customer's Confidential Information; non-public information about the Service, pricing not published on our website, security documentation, and roadmap information is Henry's. The receiving party will use Confidential Information only to perform under the Agreement, protect it with at least reasonable care, and disclose it only to employees, contractors, and advisors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is public through no fault of the receiving party, already known to it without restriction, independently developed, or rightfully received from a third party. A party may disclose Confidential Information when required by law or court order, giving the other party reasonable notice where legally permitted. These obligations last for three years after termination, and indefinitely for trade secrets and Customer Content.
14. Apple App Store and Google Play terms
If you obtained a Henry app through the Apple App Store or Mac App Store, the following applies. These Terms are between you and Henry only, not Apple, and Apple is not responsible for the app or its content. The license is limited to use on Apple-branded products you own or control, as permitted by the Usage Rules in the App Store Terms of Service, except that the app may be accessed by other accounts associated with you via Family Sharing or volume purchasing. Apple has no obligation to provide maintenance or support. If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any); to the maximum extent permitted by law Apple has no other warranty obligation. Henry, not Apple, is responsible for addressing any claims relating to the app, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, consumer protection claims, and intellectual property infringement claims. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a terrorist supporting country, and that you are not on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third-party terms when using the app. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. Questions about the app go to support@usehenry.ai.
If you obtained a Henry app through Google Play, your use is also subject to the Google Play Terms of Service, and Google is not a party to these Terms.
15. Copyright complaints
We respect intellectual property rights. If you believe content in the Service infringes your copyright, send a notice that satisfies the Digital Millennium Copyright Act to our designated agent at legal@usehenry.ai or by mail to Henry AI Technologies LLC, Attn: Copyright Agent, 2810 N Church St STE 90844, Wilmington, DE 19802. Include: identification of the work and the allegedly infringing material with enough detail to locate it; your contact information; a statement of good-faith belief that the use is not authorized; a statement, under penalty of perjury, that the notice is accurate and you are authorized to act; and your physical or electronic signature. We may remove content and terminate repeat infringers.
16. Warranties
Each party represents that it has the authority to enter into the Agreement. Henry warrants that the Service will perform materially in accordance with the Documentation and that we will not materially decrease the overall security of the Service during a paid period. Your exclusive remedy for breach of this warranty is for us to correct the non-conformity or, if we cannot do so within a reasonable time, for you to terminate the affected plan and receive a pro rata refund of prepaid fees for the remaining period.
17. Disclaimers
EXCEPT AS EXPRESSLY STATED IN SECTION 16, THE SERVICE, BETA FEATURES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE, OR THAT ACTIONS TAKEN IN CONNECTED TOOLS OR ON WEBSITES WILL HAVE THE RESULTS YOU INTEND. YOU USE OUTPUT AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
18. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR HENRY'S SUPPLIERS OR MODEL PROVIDERS) WILL BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HENRY FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS ($100).
These limitations do not apply to: a party's indemnification obligations under Section 19; Customer's payment obligations; either party's liability for gross negligence, willful misconduct, or fraud; or liability that cannot be limited under applicable law. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain.
19. Indemnification
19.1 By Henry
We will defend Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with the Agreement, infringes that third party's patent, copyright, or trademark, or misappropriates its trade secret, and we will pay resulting damages and costs finally awarded or agreed in settlement. This obligation does not cover claims arising from Customer Content, Connected Tools, Output as used or modified by you, combinations with products not provided by us, Beta Features, or use after we notified you to stop. If a claim arises or is likely, we may procure the right for you to continue using the Service, modify it to be non-infringing, or terminate the affected Service and refund prepaid fees for the remaining period. This Section states our entire liability for infringement claims.
19.2 By Customer
Customer will defend Henry and its officers, members, employees, and contractors against any third-party claim arising from Customer Content, Customer's or its Authorized Users' use of the Service or Connected Tools in violation of the Agreement or applicable law, actions Henry took in Connected Tools or through the Agent Browser at Customer's or an Authorized User's direction or standing approval, or Customer's failure to give notices or obtain consents required for Henry to process content of Authorized Users and others, and will pay resulting damages and costs finally awarded or agreed in settlement.
19.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
20. Dispute resolution, arbitration, and class action waiver
Please read this Section carefully. It requires most disputes to be resolved through binding individual arbitration rather than in court.
20.1 Informal resolution first
Before starting arbitration or a lawsuit, the party raising a dispute must send a written notice describing the dispute and the relief sought to legal@usehenry.ai (or, for notices from us, to the Workspace owner's email address). The parties will try in good faith to resolve the dispute for 30 days after the notice is received. If they cannot, either party may proceed as described below.
20.2 Binding arbitration
Except as provided in Sections 20.4 and 20.5, any dispute, claim, or controversy arising out of or relating to the Agreement or the Service will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, for claims exceeding $250,000, its Comprehensive Arbitration Rules and Procedures), as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator, not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this Section, except that a court decides disputes about Section 20.3. The arbitration will be conducted by a single arbitrator, in English, in Wilmington, Delaware or by video conference, or in another location the parties agree. The arbitrator may award the same relief a court could award to the individual party. Each party bears its own fees and costs unless the arbitrator awards them under applicable law or the JAMS rules; for individual Customers, we will pay JAMS filing and arbitrator fees to the extent they exceed the fees for filing a comparable court case, unless the arbitrator finds the claim frivolous. Judgment on the award may be entered in any court of competent jurisdiction.
20.3 Class action and jury trial waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims or preside over any form of representative proceeding. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this Section 20.3 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court, and the remaining claims will be arbitrated.
20.4 Exceptions
Either party may (a) bring an individual claim in small claims court if it qualifies; (b) seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information or to stop unauthorized use of the Service; and (c) pursue collection of undisputed fees in court.
20.5 Opt-out
You may opt out of Sections 20.2 and 20.3 by emailing legal@usehenry.ai within 30 days after you first accept these Terms, with the subject line “Arbitration opt-out” and your account email and Workspace name. Opting out does not affect any other part of the Agreement.
20.6 Governing law and venue
The Agreement is governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, except that we may seek injunctive relief in any court of competent jurisdiction. Nothing in this Section deprives a consumer of mandatory protections of the law of their country of residence.
20.7 Time limit
To the extent permitted by law, any claim must be filed within one year after the claim arose; otherwise it is permanently barred.
21. Export controls, sanctions, and government use
The Service is subject to U.S. export control and sanctions laws. You represent that you and your Authorized Users are not located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions, and are not on any U.S. or other applicable restricted party list. You may not use or export the Service in violation of these laws. If you are a U.S. government entity, the Service and apps are “commercial computer software” and “commercial computer software documentation” provided with only those rights granted to all other customers under the Agreement.
22. Changes to these Terms
We may update these Terms from time to time. If a change is material, we will give at least 30 days' notice by email to the Workspace owner or by prominent notice in the Service before it takes effect, except where a change is required by law or addresses a new feature, in which case it may take effect immediately. The “Last updated” date at the top shows when the current version took effect. Continued use after the effective date constitutes acceptance; if you do not agree, stop using the Service and cancel before then. For Customers under an Enterprise Agreement, changes to these Terms apply at the next renewal unless the Enterprise Agreement says otherwise.
23. General
- Entire agreement; precedence. The Agreement is the entire agreement between the parties about the Service and supersedes prior agreements and communications. If documents conflict, the order of precedence is: the Enterprise Agreement or Order Form, the DPA (for data protection matters), these Terms, the Acceptable Use Policy, the SMS and Texting Terms, then the Documentation.
- Assignment. You may not assign the Agreement without our written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Henry, on notice to us. We may assign the Agreement to an affiliate or to a successor in a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party platforms, model providers, or carriers, natural disasters, war, terrorism, labor disputes, government action, or internet failures, provided it uses reasonable efforts to mitigate.
- Notices. We may give notice by email to the addresses on your account, by in-Service notice, or by posting on our website. Notices to us must be sent to legal@usehenry.ai and, for legal process, to Henry AI Technologies LLC, 2810 N Church St STE 90844, Wilmington, DE 19802, United States.
- Publicity. We may identify Customer by name and logo as a user of the Service in customer lists and marketing materials, consistent with any trademark guidelines Customer provides. Customer may opt out at any time by emailing legal@usehenry.ai.
- Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries except as stated in Section 14.
- Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver of the right to do so later.
- Electronic communications and signatures. You consent to receive communications from us electronically, and agree that electronic acceptance of the Agreement has the same effect as a handwritten signature.
- Notice to California residents. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Service is provided by Henry AI Technologies LLC, 2810 N Church St STE 90844, Wilmington, DE 19802. To resolve a complaint or receive further information, contact us at support@usehenry.ai, or contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- Interpretation. Headings are for convenience. “Including” means “including without limitation.” The English version of these Terms controls over any translation.
Contact
Henry AI Technologies LLC
2810 N Church St STE 90844
Wilmington, DE 19802, United States
Support: support@usehenry.ai
Legal: legal@usehenry.ai