Terms of Service

By accessing or using the Earnest platform and any related services (the "Service"), you agree to be bound by these Terms of Service ("Terms"), which include our privacy and security commitments set out below. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use the Service.

Earnest is a data-entry and calculation tool for sales compensation. You input information — rep names, quotas, revenue figures, compensation plan parameters — and the Service performs arithmetic on that information and displays the results. Think of it as a purpose-built spreadsheet for commission math.

• 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.
• One person or entity may maintain only one organization account. Creating duplicate organizations to circumvent plan limits is prohibited.

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 or organizations without authorization.
• Use automated tools (bots, scrapers) to access the Service except through our published APIs.
• Resell, sublicense, or redistribute the Service without our prior written consent.
• Upload data that you do not have the right to process, or data that violates the privacy rights of any third party.

You retain all rights, title, and interest in the data you upload or input into the Service ("Customer Data"). Your data is yours. We do not claim ownership of it.

By using the Service, you grant us a limited, non-exclusive license to process your Customer Data solely to provide the Service to you — meaning to store it, run calculations on it, and display the results back to you.

• We will not access your Customer Data except as necessary to operate the Service, provide support you request, or comply with law.
• We will never sell your Customer Data.
• We will never use your Customer Data to train machine-learning models or share it with third parties for their own purposes.
• You are responsible for the accuracy, quality, and legality of your Customer Data.
• Upon termination, you may request an export of your Customer Data for up to 30 days after account closure.

• 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 applicable 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.

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

Our Privacy Policy (clauses 9 to 13) and Security Practices (clause 14) form part of these Terms and are published as separate documents:

• Privacy Policy — what we collect, how it is used and stored, subprocessors, retention, and your GDPR and CCPA rights.
• Security Practices — encryption, tenant isolation, access control, backups, incident response, and vulnerability disclosure.

Please read this section carefully.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EARNEST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Earnest is a calculation tool. All outputs are generated based on data and parameters that you provide. We do not guarantee the accuracy, completeness, or suitability of any calculation result for any particular purpose. You are solely responsible for reviewing and verifying all outputs before taking any action based on them, including but not limited to making payments to employees or contractors.

Nothing in the Service constitutes financial, tax, legal, or accounting advice. You should consult qualified professionals for such advice.

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.

WITHOUT LIMITING THE FOREGOING, EARNEST SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM: (A) ERRORS IN COMMISSION CALCULATIONS CAUSED BY INACCURATE DATA YOU PROVIDE; (B) BUSINESS DECISIONS MADE IN RELIANCE ON THE SERVICE'S OUTPUTS; OR (C) OVERPAYMENT OR UNDERPAYMENT OF COMPENSATION BASED ON INFORMATION DISPLAYED IN THE SERVICE.

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; (c) your Customer Data; or (d) any payments or business decisions you make based on outputs generated by the Service.

• You may terminate your account at any time through the account settings or by contacting us.
• 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 (Intellectual Property), 9–13 (Privacy), 14 (Security), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), and 19 (Governing Law) survive termination.

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 constitute the entire agreement between you and Earnest regarding the Service, superseding all prior agreements and understandings.
• 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 prior written consent.
• Changes to These Terms: 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.

Contact

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

For privacy-related requests: privacy@earnestcomp.com

For security vulnerability reports: security@earnestcomp.com