Terms of Service

By accessing or using the Earnest platform and related services (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Earnest provides a cloud-based sales commission management platform that enables users to design compensation plans, import sales data, calculate commissions, manage payouts, and analyze sales performance. The Service is provided on an "as-is" and "as-available" basis.

• You must provide accurate and complete registration information.
• You are responsible for maintaining the confidentiality of your account credentials.
• You are responsible for all activity that occurs under your account.
• You must notify us immediately of any unauthorized use of your account.
• You must be at least 16 years old to create an account.

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable law
• Attempt to reverse engineer, decompile, or disassemble the Service
• Introduce malicious code, viruses, or any other harmful technology
• Interfere with or disrupt the integrity or performance of the Service
• Access accounts or data belonging to other users without authorization
• Use automated tools (bots, scrapers) to access the Service except through published APIs
• Resell, sublicense, or redistribute the Service without written consent

You retain all rights to the data you upload or input into the Service ("Customer Data"). By using the Service, you grant us a limited license to process Customer Data solely to provide and improve the Service.

• We will not access your Customer Data except as necessary to operate the Service, provide support you request, or comply with law.
• We will not share your Customer Data with third parties except as described in our Privacy Policy.
• You are responsible for the accuracy, quality, and legality of your Customer Data.
• Upon termination, you may request export of your Customer Data for up to 30 days.

• The free tier ("Starter") includes up to 5 active users at no cost.
• Paid plans are billed monthly at the rates published on our pricing page.
• Fees are non-refundable except where required by law.
• We may change pricing with 30 days' prior notice. Price changes take effect at the start of your next billing cycle.
• We reserve the right to suspend the Service for accounts with unpaid balances exceeding 15 days past due.

The Service, including its source code, design, features, and documentation, is owned by Earnest and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use it in accordance with these Terms.

You may provide feedback, suggestions, or ideas about the Service. You grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

• We target 99.9% uptime but do not guarantee uninterrupted availability.
• We may perform scheduled maintenance with reasonable advance notice.
• We may modify, update, or discontinue features of the Service at any time.
• Material changes to the Service that reduce core functionality will be communicated with 30 days' notice.

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

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO EARNEST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

You agree to indemnify and hold harmless Earnest and its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Service, (b) your violation of these Terms, or (c) your Customer Data.

• You may terminate your account at any time by contacting us or through the account settings.
• We may terminate or suspend your account for breach of these Terms with reasonable notice, or immediately for material breach.
• Upon termination, your right to use the Service ceases immediately.
• Sections 5 (Your Data), 7 (IP), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Governing Law) survive termination.

We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware.

• Entire Agreement: These Terms, together with the Privacy Policy and any order forms, constitute the entire agreement between you and Earnest.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our written consent.

For questions about these Terms, contact us at: legal@earnestcomp.com