1. Definitions

In addition to those terms defined elsewhere in this Agreement, the following words and phrases in initial capital letters shall have the meanings set forth below:

1.1 “Shandy Systems Limited and HonTru LLC, “Service” or “Services” or “Apps” or “Applications” means the web/mobile software as a service delivered by Shandy Systems Limited and HonTru LLC to You using the Shandy Systems Limited and HonTru LLC System.

1.2 “Shandy Systems Limited and HonTru LLC System” means the technology, including the hardware and software, used by Shandy Systems Limited and HonTru LLC, to deliver the Shandy Systems Limited and HonTru LLC Service to You in accordance with this Agreement.

1.3 Content” means all content located on or contained in the Shandy Systems Limited and HonTru LLC web/mobile sites or any other websites owned or controlled by Shandy Systems Limited and HonTru LLC

1.4 “Data” means all data, materials or information provided by You, Your Users, employees, or any third party on Your behalf in connection with Your use of the Shandy Systems Limited and HonTru LLC Service.

1.5 “Documentation” means the online materials, specifications or forms provided by Shandy Systems Limited and HonTru LLC that describe the features, functionality or operation of the Shandy Systems Limited and HonTru LLC Service and/or Shandy Systems Limited and HonTru LLC Systems.

1.6 “Password” means the unique password assigned to each User for access to the Shandy Systems Limited and HonTru LLC Services and the Shandy Systems Limited and HonTru LLC Systems.

1.7 “Users” means You and/or Your employees, representatives, consultants, contractors or agents who are authorized to use the Shandy Systems Limited and HonTru LLC Service on Your behalf pursuant to Your acceptance of this Agreement and Your payment of the appropriate license fees covering each User’s access.

2. Grant of License

During the Term of this Agreement and subject to the terms of this Agreement, Shandy Systems Limited and HonTru LLC hereby grants to You (and any authorized Users) a non-sublicensable, non-transferable, non-exclusive right and license to access and use the Shandy Systems Limited and HonTru LLC Services, in accordance with the Documentation and solely for Your internal business operations.

3. Your Use of the Shandy Systems Limited and HonTru LLC Services

3.1 Access and Security Guidelines. You will choose or be provided with Passwords for each of its licensed User(s) on the Shandy Systems Limited and HonTru LLC system. You will be responsible for ensuring the security and confidentiality of its Passwords. Each Password may be assigned to and used by only one individual User. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Shandy Systems Limited and HonTru LLC Service, and will notify Shandy Systems Limited and HonTru LLC promptly of any such unauthorized use. You shall not knowingly interfere with or disrupt the integrity or performance of Shandy Systems Limited and HonTru LLC Service or the data contained therein. You shall, at all times, comply with all applicable laws in its use of the Shandy Systems Limited and HonTru LLC Service.

3.2 Your Data. You are solely responsible for its Data and shall not knowingly provide, post or transmit any Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Shandy Systems Limited and HonTru LLC may take remedial action if Your Data violates this Section 3.2; however, Shandy Systems Limited and HonTru LLC is under no obligation to review Your Data for accuracy or potential liability.

3.3 Restrictions on Use.

3.3 (a) You are responsible for all activities that occur under its user accounts. You will not, and will not attempt to (directly or indirectly): (a) reverse engineer, disassemble or decompile any component of the Shandy Systems Limited and HonTru LLC Systems or Shandy Systems Limited and HonTru LLC Services or otherwise attempt to discover any source code, underlying ideas or algorithms contained in the Shandy Systems Limited and HonTru LLC System or Shandy Systems Limited and HonTru LLC Service; (b) interfere in any manner with the operation of the Shandy Systems Limited and HonTru LLC Service or the Shandy Systems Limited and HonTru LLC System; (c) allow a third party to access the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System using Your User Accounts; (d), distribute, sell, resell, sublicense, assign or otherwise transfer to a third party any of its rights under this Agreement; (e) use the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System for the benefit of a third party, for time sharing or to operate a service bureau; (f) copy, modify, translate or make derivative works based on any part of the Shandy Systems Limited and HonTru LLC System, Shandy Systems Limited and HonTru LLC Service or Documentation; (g) create Internet “links'' to or from the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System, or “frame” or “mirror” any of Shandy Systems Limited and HonTru LLC content which forms part of the Shandy Systems Limited and HonTru LLC Service (other than on Your own internal intranets); (h) remove, cover, alter or obfuscate any logos, trademarks, internet links, confidentiality or proprietary rights notices, or any other notices or markings placed on or displayed by the Shandy Systems Limited and HonTru LLC System, Shandy Systems Limited and HonTru LLC Service or the Documentation; (i) publish or disclose to third parties the results of any evaluation or benchmark test run on the Shandy Systems Limited and HonTru LLC System or Shandy Systems Limited and HonTru LLC Service without Shandy Systems Limited and HonTru LLC’s prior written consent; or otherwise use the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System in any manner that exceeds the scope of use permitted under this Agreement.

3.3 (b) You shall not and shall not allow any Users to (i) perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan on the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System without Shandy Systems Limited and HonTru LLC’s prior written consent, or (ii) use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as “Robots”) in conjunction with the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System.

3.3 (c) You may not use the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such a list. You agree not to transmit, or permit Users to transmit, through the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System, any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise objectionable material of any kind. You agree to only use the Shandy Systems Limited and HonTru LLC Service and Shandy Systems Limited and HonTru LLC System for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include, but are not limited to, storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. User Conduct. In addition to agreeing to comply with our guidelines, which are incorporated herein, you agree to comply with the following conditions in using the Services. You are solely responsible for all Content you submit to the Services. (When we say “Content you submit” and similar terms, we mean anything you seek to post, transmit, or share, including but not limited to text, images, sounds, video, graphics, information, or other data.) Your use of the Services may be subject to license and use restrictions set forth in the CreativeML Open RAIL-M License. You agree not to submit any Content that: (i) infringes any intellectual property or other proprietary rights of any party;
(ii) you do not have a right to submit;
(iii) contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) poses a privacy or security risk to any person;
(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(vi) is threatening, abusive, harassing, tortious, bullying, or excessively violent;
(vii) is defamatory, libelous, or verifiably false with the purpose of harming others;
(viii) constitutes hate speech that demeans or promotes discrimination or violence on the basis of race, ethnicity, gender, religion, age, or other social, physical or mental characteristics;
(ix) is obscene or pornographic;
(x) constitutes sexual harassment;
(xi) constitutes sexual exploitation or abuse of a minor, including sharing child sexual exploitation or abuse imagery or content, grooming, or sexual extortion;
(xii) glorifies self-harm, including self-injury, suicide, or eating disorders;
(xiii) promotes terrorism or violent extremism;
(xiv) furthest or promotes criminal activity;
(xv) seeks to buy or sell illegal drugs;
(xvi) facilitates fully automated decision making that adversely impacts a person’s legal rights or creates a binding, enforceable obligation;
(xvii) seeks to provide medical, legal, financial or tax advice;
(xviii) interferes with or disrupts the Services or servers or networks connected to the Services,
(xix) interferes with or appropriates any person’s right of publicity by using their name, likeness or persona (a) without permission and (b) outside a permissible context such as non-commercial parody or public commentary; or
(xx) in the sole judgment of HonTru, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or which may expose HonTru or its users to any harm or liability.
You likewise agree not to do any of the following in connection with your use of the Services: (i) disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(ii) violate any applicable law or regulation;
(iii) impersonate any person or entity, or misrepresent your affiliation with a person or entity;
(iv) solicit personal information from anyone under the age of 18;
(v) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(vi) obtain or attempt to obtain any information through any means not intentionally made available or provided for through the Services;
(vii) lease, lend, sell or sublicense any part of the Services;
(viii) try to evade any technological measure designed to protect the Services or any technology associated with the Services;
or (ix) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Services source code, in whole or in part (unless a portion of code within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification).
To the extent HonTru chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services: (i) submit voice recordings of third parties (including but not limited to celebrities) without their consent;
(ii) use any HonTru voice feature to engage in “deepfakes” or impersonation of any kind, including but not limited to those that create political misinformation, perpetrate frauds or scams, impugn the reputation of third parties, or otherwise amount to harmful conduct.
We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include, without limitation, removing Content from the Services, suspending or terminating your account, and reporting you to law enforcement.

3.4 System Availability Shandy Systems Limited and HonTru LLC does not warrant that the Service will be uninterrupted, timely or error free. Shandy Systems Limited and HonTru LLC has established internal system availability targets of better uptime.

3.5 All ideas submitted enhancement requests are owned by Shandy Systems Limited and HonTru LLC, unless otherwise mentioned, everything submitted to our platform is owned by Shandy Systems Limited and HonTru LLC.

4. Ownership

4.1 Shandy Systems Limited and HonTru LLC Technology. You acknowledge and agree that Shandy Systems Limited and HonTru LLC or its suppliers retain all right, title and interest in and to (i) the Shandy Systems Limited and HonTru LLC System, Shandy Systems Limited and HonTru LLC Service, Documentation and all other software, materials, formats, interfaces, information, content and proprietary information and technology used by Shandy Systems Limited and HonTru LLC or provided to You in connection with the Shandy Systems Limited and HonTru LLC Service, (ii) all modifications and/or enhancements to the Shandy Systems Limited and HonTru LLC System or Shandy Systems Limited and HonTru LLC Service, (iii) the System Content, (iv) all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or learned as a result of Your use of the Shandy Systems Limited and HonTru LLC Service, (v) all transactional and performance data related to the use of the Shandy Systems Limited and HonTru LLC System and the Shandy Systems Limited and HonTru LLC Service which Shandy Systems Limited and HonTru LLC may collect, use and disclose for its business purposes (including for purposes of software use optimization and product marketing) provided that such use does not reveal Your or any User’s identity, any of Your Confidential Information, or any other personally identifiable information that belongs to You; (vi) all custom developed documents, designs, computer programs, computer documentation and other tangible materials created or prepared by Shandy Systems Limited and HonTru LLC at Your request pursuant to a separate, written statement of work; and (vii) the Shandy Systems Limited and HonTru LLC logo, and the product and service names associated with the Shandy Systems Limited and HonTru LLC Service or otherwise contained on the Shandy Systems Limited and HonTru LLC website, all of which are trademarks of Shandy Systems Limited and HonTru LLC (all of the foregoing being referred to herein collectively as, the “Shandy Systems Limited and HonTru LLC Technology”). You acknowledge and agree that the Shandy Systems Limited and HonTru LLC Technology consists of intellectual property rights owned by or licensed to Shandy Systems Limited and HonTru LLC all of which are protected by intellectual property laws.

4.2 Your Data. You retain all right, title and interest in and to your Data. You grant to Shandy Systems Limited and HonTru LLC all necessary licenses in and to such Data solely as necessary for Shandy Systems Limited and HonTru LLC to provide the Shandy Systems Limited and HonTru LLC Service to You or as required by law. You will be solely responsible for providing all Data required for the proper operation of the Shandy Systems Limited and HonTru LLC Service. Except as described in Section 4.1 above, Shandy Systems Limited and HonTru LLC will not knowingly use or access any of Your Data unless authorized to do so by You and, in such circumstances, Shandy Systems Limited and HonTru LLC will access and use Your Data only as required to perform services on Your behalf. On occasion, Shandy Systems Limited and HonTru LLC may query data across all customers in aggregate to derive average spend amounts and metrics for benchmark reporting purposes. In all such cases, Shandy Systems Limited and HonTru LLC will anonymize Your Data and in no event will Your Data be identifiable. When such benchmarking reports are derived, you will receive access to this data for its internal use.

5. Term and Termination

5.1 Term. This Agreement will commence upon execution of this Agreement and will continue in effect in perpetuity unless and until terminated with thirty (30) days’ advance written notice to the non-terminating party, or otherwise pursuant to these terms (the “Term”).

5.2 Termination. Either party may terminate this Agreement and Your subscription to the Shandy Systems Limited and HonTru LLC Service at any time and for any reason or no reason at all, in accordance with this Section 5.2 and/or Section 5.1; provided that if Your subscription is for a fixed period of time and You terminate the Shandy Systems Limited and HonTru LLC Service without cause, you will be responsible for the payment of the fee for the full Term. You may terminate this Agreement and its subscription by providing written notice to Shandy Systems Limited and HonTru LLC Sorry, we do not offer refunds on monthly or yearly subscription. If it is a monthly subscription, the billing admin can change the subscription before the 1st of the month which is a default renewal date.

5.3 Obligations After Termination. Upon termination of this Agreement for any reason: (a) any amounts owed to Shandy Systems Limited and HonTru LLC under this Agreement before such termination will become immediately due and payable; and (b) each party will return to the other, or destroy, all Confidential Information and other property of the other party in its possession or under its control. Shandy Systems Limited and HonTru LLC agrees that upon any termination of this Agreement, Shandy Systems Limited and HonTru LLC will allow you to access, without the right to modify, enhance or add to, Your Data for ninety (90) days after termination. Any such termination shall not limit any other rights or remedies which Shandy Systems Limited and HonTru LLC may hold, all of which are hereby reserved.

6. Payment

6.1 You shall pay all invoices from Shandy Systems Limited and HonTru LLC within 5 days from the date of Invoice. You shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms as defined in this Agreement. Except as otherwise specifically provided in this Agreement, all payment obligations are non-cancelable and all amounts paid are nonrefundable. You may add Shandy Systems Limited and HonTru LLC Services by executing an additional written Sales Order Form. All pricing terms are confidential, and You agree not to disclose them to any third party.

6.2 Shandy Systems Limited and HonTru LLC charges and collects in advance for the total Shandy Systems Limited and HonTru LLC cost for a subscription to the Shandy Systems Limited and HonTru LLC Service, as detailed in this Agreement. Shandy Systems Limited and HonTru LLC will invoice You for its monthly or annual service charges. Fees for other services will be charged on an as-quoted basis. If You received a free month for subscribing to the Service for a fixed term, the free month shall be the last month of the term. Shandy Systems Limited and HonTru LLC collects Sales tax for all locations within the United States that require such tax based upon State and Local Sales tax laws. Outside of the United States, Shandy Systems Limited and HonTru LLC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and to the extent not exempt, you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Shandy Systems Limited and HonTru LLC’s income. You agree to provide Shandy Systems Limited and HonTru LLC with complete and accurate billing and contact information.

6.3 In addition to any other rights Shandy Systems Limited and HonTru LLC may have, Shandy Systems Limited and HonTru LLC reserves the right to suspend or terminate this Agreement and Your access to the Shandy Systems Limited and HonTru LLC Service if payment for undisputed fees is not paid to Shandy Systems Limited and HonTru LLC within the time periods provided for herein. If You or Shandy Systems Limited and HonTru LLC initiates termination of this Agreement, you will be obligated to pay the balance due on its account. You agree and acknowledge that Shandy Systems Limited and HonTru LLC have no obligation to retain Your Data and that such Data may be irretrievably deleted if Your account is thirty (30) days or more delinquent.

6.4 The Shandy Systems Limited and HonTru LLC Pricing is available on the website or within the application.

7. Intellectual Property Rights

Content You Submit. When you submit Content to the Services, you represent and warrant that you own all right, title and interest in and to that Content (including, without limitation, all copyrights and rights of publicity), or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Services for the uses contemplated in these Terms.

When you submit such Content, you retain whatever ownership rights in that Content you had to begin with. You grant HonTru, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, modify, exploit, commercialize and otherwise use the Content for any HonTru-related purpose in any form, medium or technology now known or later developed, including without limitation to operate, improve and provide the Services. You agree that these rights and licenses include a right for HonTru to make the Content available to, and pass these rights along to, others with whom we have contractual relationships, and to otherwise permit access to or disclose the Content to third parties if we determine such access is or may be necessary or appropriate

While we’re not required to do so, we may access, review, screen, edit, modify and delete your Content at any time and for any reason, including to provide and develop the Services or if we think the Content violates these Terms or any applicable laws.

AI Tutors, Characters, Rooms & Generations. When you create an automated AI Tutor using the Services in accordance with these Terms, then as between you and HonTru, you own all rights in that Character/AI Tutor. As between you and HonTru, you also own any text, images, audio, or video the Character generates that are elicited by you. You grant HonTru, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Character/AI Tutor and all Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users’ ability to interact with the AI Tutor and elicit Generations, and (ii) promoting the Services on- or off-platform..

Services Content, Software and Trademarks. You acknowledge and agree that the Services may contain content or features protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or content on the Services other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us.

The HonTru name and logos are trademarks of HonTru (collectively the “HonTru Trademarks”). Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to HonTru. Nothing in these Terms or the Services should be construed as granting any license or right to use any of HonTru Trademarks without our prior written permission in each instance. All goodwill generated from the use of HonTru Trademarks will insure to our exclusive benefit.

Third Party Material. Under no circumstances will HonTru be liable for any content or materials of any third parties, including AI Tutors created by third parties and any resulting Generations. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, and any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content and that AI-generated chats, by their nature, are unpredictable and may produce Generations that are inaccurate or offensive. You agree that you must evaluate, and bear all risks associated with, the use of any Content or Generations. You should not rely on the accuracy or completeness of statements made in Content or Generations, and if you do so, you acknowledge that it is at your own risk.

You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse or remove any content (including Content, AI Tutors and Generations) that is available via the Services. Without limiting the foregoing, we have the right to remove any content that violates these Terms or is deemed otherwise objectionable by us, in our sole discretion.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services provided by you to HonTru are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you.

You acknowledge and agree that we may preserve content and metadata in compliance with applicable law and our privacy policy. You acknowledge and agree that we may disclose content and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of HonTru, its users and the public.

7.1 Copyright Complaints.

HonTru respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify HonTru of your infringement claim in accordance with the procedure set forth below

DMCA Notices. HonTru will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.

8. Disclaimer of Warranty

Your use of the Services is at your sole risk. The site is provided on an “AS IS” and “AS AVAILABLE” basis. HonTru expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. HonTru makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Services will be accurate or reliable.

9. Warranty; Disclaimer of Warranties; Limitation of Liability

9.1 Shandy Systems Limited and HonTru LLC Warranty. Shandy Systems Limited and HonTru LLC warrants that the Shandy Systems Limited and HonTru LLC Service will perform substantially in accordance with the Documentation during the Term of this Agreement (the “Limited Warranty”). In the event of a breach of the Limited Warranty, Shandy Systems Limited and HonTru LLC’s entire liability and Your exclusive remedy shall be, at Shandy Systems Limited and HonTru LLC’s option, either (a) correction of the Shandy Systems Limited and HonTru LLC Service so that it performs substantially in accordance with the Documentation, or (b) return to You the Fees actually paid by it for the prior twelve (12) months Immediately preceding Your written notice to Shandy Systems Limited and HonTru LLC specifying the breach of the Limited Warranty in detail, and cancellation of its subscription and this Agreement.

9.2 Disclaimer of Warranties. except as expressly provided in section 7.1 above, the shandy systems limited and HonTru LLC service, the shandy systems limited and HonTru LLC system and all other data, materials and documentation provided or made available by shandy systems limited and HonTru LLC in connection with this agreement are provided “as is” and “as available,” without representations or warranties of any kind. shandy systems limited and HonTru LLC makes no other warranties, express or implied, by operation of law or otherwise, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or any implied warranties arising out of course of performance, course of dealing or usage of trade. shandy systems limited and HonTru LLC does not warrant that the shandy systems limited and HonTru LLC service will be provided error-free or uninterrupted. any material downloaded or otherwise obtained through the use of the shandy systems limited and HonTru LLC service is done at your own risk and you will be solely responsible for any damage to its computer system or network, or loss of data that results from your use of the shandy systems limited and HonTru LLC service.

9.3 Limitation of Liability. except as provided for herein to the contrary, either party’s total cumulative liability for any and all claims arising from or in connection with this agreement, the shandy systems limited and HonTru LLC system or the service under any legal theory (including, but not limited to, claims arising in contract, tort, strict liability, breach of warranty or otherwise), will be strictly limited to the fees actually paid by you to shandy systems limited and HonTru LLC for the shandy systems limited and HonTru LLC service in the twelve (12) months prior to the act of injury that gave rise to the liability. all claims by either party will be aggregated to satisfy this limit and multiple claims will not enlarge this limit. except as provided for herein to the contrary, in no event will either party be liable to the other party for any indirect, special, punitive, incidental or consequential damages arising out of or in connection with this agreement under any legal theory (including, but not limited to, claims sounding in contract, tort, strict liability, breach of warranty or otherwise), including, but not limited to, interrupted communications, lost or inaccurate data, or lost profits, and damages that result from inconvenience, or loss of use of any information or data of the shandy systems limited and HonTru LLC system or shandy systems limited and HonTru LLC service, even if such party has been advised of, or otherwise should have been aware of, the possibility of such damages, and notwithstanding the failure of essential purpose of any remedy provided herein. notwithstanding anything herein to the contrary, the limitations on amount and/or types of damages shall not apply to causes of action or damages caused or created by the gross negligence or willful misconduct of either party, or, the loss or misuse of confidential information by either party or, breach of Shandy Systems Limited and HonTru LLC’s INDEMNITY OBLIGATIONS UNDER SECTION. You may only resolve disputes related to or arising from the Services with the Shandy Systems Limited and HonTru LLC Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

10. Indemnity

10.1 Indemnity by Shandy Systems Limited and HonTru LLC Shandy Systems Limited and HonTru LLC will defend, indemnify and hold You harmless from all claims, losses, demands, liabilities, damages or judgments awarded by a court of appropriate and final jurisdiction, or any settlements, including all reasonable costs and expenses related thereto (including reasonable attorneys’ fees), arising out of (i) any third party claims that the Shandy Systems Limited and HonTru LLC Service or the Shandy Systems Limited and HonTru LLC System infringes or misappropriates any presently existing United States patent, copyright, trademark or trade secret held by such third party; (ii) a breach by Shandy Systems Limited and HonTru LLC of any of its obligations, representations, warranties or covenants contained in this Agreement; provided that and so long as: (a) You use the Shandy Systems Limited and HonTru LLC Service and the Shandy Systems Limited and HonTru LLC System in accordance with the Documentation; (b) You have adhered to its obligations under this Agreement; and (c) You promptly notify Shandy Systems Limited and HonTru LLC in writing of any such claim, suit or proceeding and permit Shandy Systems Limited and HonTru LLC, to control the defense or settlement thereof and cooperate in the defense or settlement thereof.

10.2 Shandy Systems Limited and HonTru LLC will have the option, at its expense, to employ counsel of it choosing to defend against such claim and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon You may be affected without Your prior written consent. You shall have the option to be represented by counsel at Your own expense.

10.3 You, at Shandy Systems Limited and HonTru LLC’s expense, shall cooperate fully in such actions, making available employees, books and records reasonably necessary for the defense of such claim. If Shandy Systems Limited and HonTru LLC refuses to defend or does not make known to You Shandy Systems Limited and HonTru LLC’s willingness to defend against such claim within thirty (30) days after it receives notice thereof, then You shall be free to investigate, defend, compromise, settle or otherwise dispose of such claim in Your best interest and incur other costs in connection therewith, all at the expense of Shandy Systems Limited and HonTru LLC

10.4 Should You be permanently enjoined by a court of competent jurisdiction from continued use of the Shandy Systems Limited and HonTru LLC Service because it infringes or misappropriation a third party’s presently existing United States copyright, patent, trademark or trade secret, Shandy Systems Limited and HonTru LLC will (at Shandy Systems Limited and HonTru LLC 's discretion): (i) obtain the appropriate licenses for You to continue to use the Shandy Systems Limited and HonTru LLC Service; (ii) provide You with a non-infringing service equivalent to the Shandy Systems Limited and HonTru LLC Service in terms of functionality and performance; or (iii) terminate this Agreement and refund to You the amount of the Fees actually paid by You for the prior two (2) months of access to the Shandy Systems Limited and HonTru LLC Service.

10.5 Shandy Systems Limited and HonTru LLC will have no obligation under this Section 8.1 with respect to any claim of infringement or misappropriation of a third party’s proprietary rights to the extent such claim arises as a direct or indirect result of (a) any use of the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System in a manner other than as authorized in this Agreement; (b) any use of the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System in combination with other products, equipment, devices, software, systems or data not supplied by Shandy Systems Limited and HonTru LLC to the extent such claim is directed against such combination; or (c) any alteration, modification or customization of the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System made by any party other than Shandy Systems Limited and HonTru LLC if such infringement or misappropriation would not have occurred without such alteration, modification or customization. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF Shandy Systems Limited and HonTru LLC AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION.

10.6 Indemnity by You. You shall indemnify, defend and hold Shandy Systems Limited and HonTru LLC harmless from all claims, losses, demands, liabilities, judgments, or damages awarded by a court of appropriate and final jurisdiction, including all reasonable costs and expenses related thereto (including reasonable attorneys’ fees) arising from or relating to (a) use of the Shandy Systems Limited and HonTru LLC Service or Shandy Systems Limited and HonTru LLC System (including claims by any of Your customers or business partners) by You or any third party using a Password assigned to You; (b) a breach by You of any of Your obligations, representations, warranties or covenants contained in this Agreement; or (c) any claim alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, misappropriates or violates the intellectual property or any other rights of a third party or otherwise causes harm to a third party.

11. Confidentiality

11.1 Confidential Information. During the Term of this Agreement, each party will have access to certain information and materials concerning the other party’s technology, business plans, employees, and customers that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information of Shandy Systems Limited and HonTru LLC shall include, without limitation, information specifically designated as confidential, the features and functions of the Shandy Systems Limited and HonTru LLC Service and Shandy Systems Limited and HonTru LLC System that are not available to the general public (including screenshots of the same), future product plans, the Documentation, performance and security test results (whether conducted by Shandy Systems Limited and HonTru LLC or You), and any other proprietary, financial or business information supplied to You by Shandy Systems Limited and HonTru LLC or learned by You in connection with this Agreement or Your subscription to the Shandy Systems Limited and HonTru LLC Service. Your Confidential Information shall include, without limitation, Your Data, Your Personal Information, information specifically designated as confidential, business plans, and any other proprietary, financial, or business information supplied by You to Shandy Systems Limited and HonTru LLC or learned by Shandy Systems Limited and HonTru LLC in connection with this Agreement or Your subscription to the Shandy Systems Limited and HonTru LLC Service. Except as otherwise expressly authorized under this Agreement, the receiving party hereunder: (i) shall not use any Confidential Information of the other party except as required to fulfill its responsibilities hereunder; (ii) shall not disclose the other party’s Confidential Information to any third party; (iii) shall not be given any right, title, interest or license in or to any Confidential Information of the other party; and (iv) shall use all reasonable means to protect and maintain the secrecy of the other party’s Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include either party’s information which is: (a) generally available to the public; (b) already in the receiving party’s possession as of the commencement of this Agreement without restriction; (c) except as it relates to third party service providers of You, received by the receiving party from a third party not in violation of an obligation of confidentiality; (d) developed independently by either party without reference to the other party’s Confidential Information; (e) the subject of the disclosing party’s written consent authorizing disclosure; or (f) required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party immediately notifies the disclosing party so that the disclosing party may take steps to limit or prevent its disclosure. In the event of a breach of this Section, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party will be impossible to calculate and would therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary, preliminary and permanent injunctive relief against the breaching party, its officers, managers, directors, employees and agents, in addition to such other rights and remedies to which it may be entitled at law or in equity.

12. Miscellaneous

12.1 Notification of Changes. Shandy Systems Limited and HonTru LLC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Shandy Systems Limited and HonTru LLC Service at any time, effective upon posting of an updated version of this Agreement or the applicable policy on the Shandy Systems Limited and HonTru LLC website or Shandy Systems Limited and HonTru LLC Service. You are responsible for regularly reviewing this Agreement and any applicable policies. Continued use of the Shandy Systems Limited and HonTru LLC Service after any such changes will constitute Your consent to such changes. If there are any changes in how Shandy Systems Limited and HonTru LLC uses Your personally identifiable information, it will notify You by email.

12.2 Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, domestic or foreign governmental acts, labor, fire, flood, epidemic, strikes, and/or freight embargoes

12.3 General. This Agreement is governed by the laws of the State of Oregon, USA, without reference to its conflicts of laws principles. This Agreement sets forth the entire understanding and agreement between the parties and supersedes any prior or contemporaneous discussions, understandings, orders, requests or statements regarding the subject matter hereof, except for any additional payment terms which may be contained on a related Sales Order Form. No provision of this Agreement shall be modified, supplemented or waived without the express written authorization of both parties. Either party may assign not less than all of its rights and obligations under this Agreement in connection with a change of control to such party’s successor. This Agreement shall be binding upon and inure to the benefit of Shandy Systems Limited and HonTru LLC 's and Your successors and permitted assigns. You agree that Shandy Systems Limited and HonTru LLC is providing these Services as an independent contractor and nothing herein shall be deemed to constitute a partnership, joint venture or other business collaboration. In the event of a dispute between Shandy Systems Limited and HonTru LLC and You where the parties are unable to reach a mutually agreeable resolution, the dispute shall be submitted to a court of competent jurisdiction in order to protect its rights and interests. Payment of expenses, including attorneys’ fees, shall be assessed by the court based on the extent to which each party prevails. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing. Survival. Sections 1, 3, 4, 5.3, 7.2, 7.3, 8, 9 and 10 of this Agreement and all of Your payment obligations under this Agreement shall survive the termination or expiration of this Agreement for any reason.

0. Who we are

This Privacy Notice applies to all products, applications and services offered by Shandy Systems Limited and HonTru LLC a companies incorporated in India and Oregon, USA and whose registered offices are in India and in Portland, Oregon, USA

1. Sharing Data

We may share personal information with agents, affiliates, partners or other third parties that perform functions on our behalf, such as analytics, credit card processing, etc. These entities have access to the personal information needed to perform their functions and are obligated to maintain the confidentiality and security of that personal information. Service providers are not authorized to use the information we share with them for any purpose other than providing services to us or to you.

Required by Law: We may disclose information as required by law, such as in response to a subpoena, a lawful request by a public authority, including to meet national security or law enforcement requirements, or similar legal process, and when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a legal request.

1.1. 3RD PARTIES Connected Apps At your discretion, you can allow 3rd party connections (we call them Connected Apps) to consume your Shandy Systems Limited and HonTru LLC data for additional processing into your accounting software or extra cloud storage. Bank Transactions At your discretion, you can enable Bank Transaction feeds into Shandy Systems Limited and HonTru LLC, from your selected institution. Shandy Systems Limited and HonTru LLC do not store your bank login credentials.

1.2. Categories Of Information That We Collect : The categories of information we may collect about you include: Identifying Information: This category includes information such as name, address, telephone number, email address, banking information, credit card and debit card number, social security number, Federal Tax Identification number, account numbers, user name, Internet Protocol address (“IP address”) and other online identifiers. Commercial Information: This category includes information such as legal entity name, business entity or filing, registered agent, officers, directors, managers or members of an entity, communications contact, other business-related information, services purchased, and other purchasing or consuming histories or tendencies. Internet Information: This category includes information such as your internet browser, browsing history on our website, search history on our website, information about the device you are using to access our website, and information regarding your interaction with our website or advertisements. We may also collect information about visitors to our website such as browser settings, operating systems, referring/exit pages and clickstream data. Audio Information: If you interact with our customer service personnel, we may record the phone call or retain the email string for quality assurance purposes.

1.3. How We Use Your Information We use information we collect to help us personalize and continually improve your experience with our website. We may also use the information in the following ways: Provide Services to you: We collect information to send you email or postal mail, perform tasks required to complete a purchase transaction, provide customer support, or provide other types of customer relationship management and fulfillment. We may also use your information to optimize or improve our Services and operations, for example training and quality assurance. Fulfilling legal and compliance obligations: We collect information in order to fulfill our legal obligations. Examples of this may include satisfying regulatory screening requirements in connection with entity formations, responding to subpoenas and other legal requests for information, and maintaining records as required in our role as Registered Agent. We may also collect information for the purpose of detecting fraud or other suspicious activity. Analytics: We collect information for use in performing various types of analytics. For example, we use information to analyze how visitors interact with our website, where visitors to our website arrive from and exit to, pages visited, links clicked, text entered and mouse movements to understand site usage, to detect fraud and potential threats and improve our services.

2. Storing Data

Your use of the Services is at your sole risk. The site is provided on an “AS IS” and “AS AVAILABLE” basis. HonTru expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. HonTru makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Services will be accurate or reliable.

3. How We Use Your Data

Your data is only used to improve your product experience. In technical terms, this means enriching machine models that dramatically improve the accuracy of data extraction, data categorization and automation of your bookkeeping. Invite your Accountant When you invite your accountant from your web app profile settings screen, Shandy Systems Limited and HonTru LLC adds them to your team so they can access your data for tax purposes. My Team If you are a part of a team, like your company, then the administrator has access to your data for reimbursement & tax purposes. This is the person who invited you to join the team. Please make sure you take the right steps to validate all invites.

4. Deleting Data

Accounts If you would like to delete your account, you can do this by emailing admin@hontru.com Deleting your account permanently removes all your data you ever stored with Shandy Systems Limited and HonTru LLC System. This action must be confirmed by you and cannot be undone. Documents Everything you delete from your account is deleted forever.

5. Payment Information

Shandy Systems Limited and HonTru LLC does not process payments from users and instead relies on PayPal, Stripe etc. (a 3rd party payment provider) to process payments around the world. It is the payment providers that handle and store your credit card details. Credit card information When making a purchase, you enter your credit card details into a form supplied by the payment provider that will be processing the payment, and this information goes directly to the payment provider ‘s server. Your credit card information never reaches Shandy Systems Limited and HonTru LLC’s servers. We do not access and do not store your credit card information. When you save your credit card info, it is saved on the respective payment provider’s servers and the payment provider gives Shandy Systems Limited and HonTru LLC a token that you can reuse for future payments. It is not possible to reconstruct your credit card info from the token

6. Security And Storage Of Information

At Shandy Systems Limited and HonTru LLC, all communication is over HTTPS/SSL using TLS 1.2 – same stuff the banks use. Data at Rest is AES-256 encrypted and In Transit secured by HTTPS TLS 1.2. This means your data is super secure. Infrastructure is on Azure Cloud offered by Microsoft.

7. Cookies, Analytics And Contact Us Data

Cookies We only use session cookies to keep you logged into the product. Without session cookies you would not be able to login and maintain a session with Shandy Systems Limited and HonTru LLC Analytics & Traffic Data We use Google Analytics to better understand how you experience Shandy Systems Limited and HonTru LLC This helps us build a better product for you and service your complimentary support enquiries. Contact Us Data The information collected through chat or support email is no more than what you provide us when you signed up or during the support session.

8. Privacy Policy Changes

Because of changes in technology and the growth and development of our business, or for other business reasons, we may need to modify this Privacy Policy from time to time, so please review it periodically. We will alert you by posting a copy of the new policy with its effective date on our site. We may also send you an email or provide you additional forms of notice of modifications or updates as appropriate under the circumstances. Your continued use of our service after any modification to this Privacy Policy will constitute your acceptance of such modification.

9. Oregon Privacy Rights

Shandy Systems Limited and HonTru LLC do not currently disclose personal information to third parties for their direct marketing purposes

10. Further Information

If you have any queries about how we treat your information, the contents of this Privacy Notice, your rights under local law, how to update your records or how to obtain a copy of the information that we hold about you, please contact our Chief Security Officer at admin@hontru.com

Data Processing Addendum between Shandy Systems Limited and HonTru LLC (www.hontru.com or any related products/services) and User This Data Processing Addendum (“DPA”) supplements our Terms of Service. This DPA applies to the extent you are using the Services in the context of your data processing activities that are subject to the EU General Data Protection Regulation (“GDPR”). This DPA is entered into by Shandy Systems Limited and HonTru LLC, (www.hontru.com or any related products/services). You must have an existing Shandy Systems Limited and HonTru LLC Account or be accepted to accept this DPA on behalf of the legal entity that corresponds to your Account. By clicking “I accept”, you agree to enter into this DPA with Shandy Systems Limited and HonTru LLC Collectively, you and Shandy Systems Limited and HonTru LLC are referred to in this DPA as the “parties”.
How to accept these terms: To complete this DPA, you must click the “I accept” button below. Upon receipt of a time-stamped acceptance via the Shandy Systems Limited and HonTru LLC websites, this DPA will become legally binding between you and Shandy Systems Limited and HonTru LLC If you do not have an existing Account, then you may not accept this DPA, and any attempt to do so will be void and of no effect.

1. General.

This DPA sets out data protection, security and confidentiality requirements with regard to the Processing of Personal Data (as each of these phrases is defined below) that is collected, disclosed, stored, accessed or otherwise processed by Shandy Systems Limited and HonTru LLC for the purpose of providing the Services.

2. Definitions.

When used in this DPA, these terms have the following meanings. Any capitalized terms not defined in this DPA have the meaning given in the Terms of Service.

“Applicable Law” means all applicable European Union (“EU”) or national laws and regulations relating to the privacy, confidentiality, security and protection of Personal Data, including, without limitation: the European Union Data Protection Directive 95/46/EC, as amended or replaced, from time to time, such as by the General Data Protection Regulation 2016/679 (“GDPR”), with effect from 25 May 2018, and EU Member State laws supplementing the GDPR; the EU Directive 2002/58/EC (“e-Privacy Directive”), as amended or replaced from time to time, and EU Member State laws implementing the e-Privacy Directive, including laws regulating the use of cookies and other tracking means as well as unsolicited e-mail communications; EU Member State laws regulating security breach notification and imposing data security requirements; and the Payment Card Industry (“PCI”) Data Security Standards;

“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data;

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller;

“Data Subject” means an identified or identifiable natural person to which the Personal Data pertain;

“Instructions” means this DPA and any further written agreement or documentation by way of which the Data Controller or its affiliates instruct the Data Processor to perform specific Processing of Personal Data;

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, that is collected, disclosed, stored, accessed or otherwise processed by Shandy Systems Limited and HonTru LLC for the purpose of providing the Services to you;

“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

“Pseudonymization” means the Processing of Personal Data in such a manner that the Personal Data can no longer be attributed to a specific Data Subject without the use of additional information;

“Sensitive Data” means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data, data concerning health, sex life or sexual orientation; and “Sub-processor” means the entity engaged by the Data Processor or any further Sub-processor to Process Personal Data on behalf and under the authority of the Data Controller.

3. Processing of Personal Data

If you have any queries about how we treat your information, the contents of this Privacy Notice, your rights under local law, how to update your records or how to obtain a copy of the information that we hold about you, please contact our Chief Security Officer at admin@hontru.com

3.1 Shandy Systems Limited and HonTru LLC as a Data Processor. The parties acknowledge and agree that to the extent Shandy Systems Limited and HonTru LLC operates and manages a website and web application for accountants and businesses, Shandy Systems Limited and HonTru LLC is acting as a Data Processor on your behalf, and you act as a Data Controller. Shandy Systems Limited and HonTru LLC will engage Sub-processors pursuant to the requirements set forth in Section 5 (“Sub-processors”) below.

3.2 Your Processing of Personal Data. You shall, in your use of the Services and provision of Instructions, Process Personal Data in accordance with the requirements of Applicable Law and provide Instructions to Shandy Systems Limited and HonTru LLC that are lawful. You shall ensure that Data Subjects are provided with appropriate information regarding the Processing of their Personal Data and, where required by Applicable Law, you shall obtain their consent to such Processing.

3.3 Shandy Systems Limited and HonTru LLC, Processing of Personal Data. To the extent that Shandy Systems Limited and HonTru LLC is acting as a Data Processor, Shandy Systems Limited and HonTru LLC will: (a) Process Personal Data in accordance with the Instructions of the Data Controller and this DPA; (b) ensure that any person authorized by Shandy Systems Limited and HonTru LLC to Process Personal Data is committed to respecting the confidentiality of the Personal Data; (c) provide reasonable assistance to the Data Controller, at the expense of the Data Controller, in ensuring compliance with the obligations of the Data Controller under Applicable Laws, taking into account the nature of the Processing and the information available to the Data Processor; (d) contribute to audits or inspections conducted by Shandy Systems Limited and HonTru LLC authorized auditors by making available to the Data Controller upon reasonable request the respective audit reports (no more frequently than once per year) provided that the Data Controller enters into a non-disclosure agreement with Shandy Systems Limited and HonTru LLC regarding such audit reports; and (e) provide reasonable assistance to the Data Controller, upon request, and, at the expense of the Data Controller, facilitate the Data Controller’s compliance with its obligations in respect of conducting data protection impact assessments and consulting with a supervisory authority, as required by Applicable Law.

3.4 Details of the Processing. The subject-matter of Processing of Personal Data by Shandy Systems Limited and HonTru LLC is the performance of the Services pursuant to the Terms of Service. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule A to this DPA.

4. Rights of Data Subjects

4.1 Data Subject Requests. Shandy Systems Limited and HonTru LLC will, to the extent permitted by Applicable Law or other applicable legal or regulatory requirements, inform you of any formal requests from Data Subjects exercising their rights of access, correction or erasure of their Personal Data, their right to restrict or to object to the Processing as well as their right to data portability, and will not to respond to such requests, unless instructed by you in writing to do so.

4.2 Assistance by Shandy Systems Limited and HonTru LLC Shandy Systems Limited and HonTru LLC shall, upon your request, provide reasonable efforts to assist you in responding to such Data Subject requests, and to the extent legally permitted, you shall be responsible for any costs arising from Shandy Systems Limited and HonTru LLC provision of such assistance.

5. Sub-Processors.

5.1 Appointment of Sub-Processors. You acknowledge and agree that: (a) Shandy Systems Limited and HonTru LLC affiliates may be retained as Sub-Processors; and (b) Shandy Systems Limited and HonTru LLC and its affiliates may engage third-party Sub-Processors in connection with the provision of the Services. Shandy Systems Limited and HonTru LLC or an Shandy Systems Limited and HonTru LLC affiliate will enter into a written agreement with the Sub-Processor imposing on the Sub-Processor data protection obligations comparable to those imposed on Shandy Systems Limited and HonTru LLC under this Agreement with respect to the protection of Personal Data. In case the Sub-Processor fails to fulfill its data protection obligations under such written agreement with Shandy Systems Limited and HonTru LLC, Shandy Systems Limited and HonTru LLC will remain liable to you for the performance of the Sub-Processor’s obligations under such agreement, except as otherwise set forth in the Terms of Service. By way of this DPA, the Data Controller provides general written authorization to Shandy Systems Limited and HonTru LLC as Data Processor to engage Sub-Processors as necessary to perform the Services.

5.2 List of Current Sub-Processors. Shandy Systems Limited and HonTru LLC shall make available a list of Sub-Processors for the Services. A current list of the Shandy Systems Limited and HonTru LLC, Sub-Processors can be found in 5.4. Shandy Systems Limited and HonTru LLC will update the list to reflect any addition, replacement or other changes to Shandy Systems Limited and HonTru LLC, Sub-Processors

. Objection Right for New Sub-Processors. You may reasonably object to Shandy Systems Limited and HonTru LLC use of a new Sub-Processor on legitimate grounds, subject to the termination and liability clauses of the Terms of Service. The Data Controller acknowledges that these Sub-Processors are important or essential to providing the Services and that objecting to the use of a Sub-Processor may prevent Shandy Systems Limited and HonTru LLC from offering the Services to the Data Controller.

5.4 To support Shandy Systems Limited and HonTru LLC in delivering our services, we may engage third party service providers to assist us with its data processing activities. When we work with these service providers in our capacity as a data processor, the third-party service provider is a sub-processor (“Sub-processor”). Our Sub-processors are all subject to contract terms or terms of service that enforce compliance with applicable data protection laws. Contact us at admin@hontru.com for the list of Sub-processors.

6. Security

6.1 Controls for the Protection of Personal Data. Each party shall implement and maintain appropriate technical and organizational measures for protection of the security, confidentiality and integrity of Personal Data, including, where appropriate: (a) Pseudonymization and encryption of Personal Data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services involved in the processing of Personal Data; (c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regular testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Personal Data.

6.2 Personal Data Incident Management and Notification. Shandy Systems Limited and HonTru LLC will implement and maintain a data security incident management program, compliant with Applicable Law, that addresses management of data security incidents including a loss, theft, misuse, unauthorized access, disclosure, or acquisition, destruction or other compromise of Personal Data (“Incident”). Except to the extent necessary to comply with applicable legal, regulatory or law enforcement requirements, Shandy Systems Limited and HonTru LLC will inform you without unreasonable delay in accordance with Applicable Law after it becomes aware of any Incident that has occurred in its systems which affects Personal Data processed on your behalf.

7. Return and Deletion of Customer Data

Shandy Systems Limited and HonTru LLC will delete or return all Personal Data to the Data Controller at the end of the provision of the Services, and delete existing copies, unless further storage of the Personal Data is required or authorized by Applicable Law.

8. Data Transfers

8.1 Data Transfer Mechanism. The parties agree that Shandy Systems Limited and HonTru LLC may transfer Personal Data processed under this DPA outside the European Economic Area (“EEA”) or Switzerland as necessary to provide the Services. If Shandy Systems Limited and HonTru LLC transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Shandy Systems Limited and HonTru LLC will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Applicable Law.

9. Shandy Systems Limited and HonTru LLC Role as Data Controller

The Parties acknowledge and agree that to the extent Shandy Systems Limited and HonTru LLC processes Personal Data, Shandy Systems Limited and HonTru LLC is acting as a Data Controller with respect to the Processing of Personal Data it receives from or through you

10. Termination

This DPA will have the same duration as and will be subject to the termination terms of the Terms of Service. The obligations of Shandy Systems Limited and HonTru LLC to implement appropriate security measures with respect to Personal Data will survive the termination of this DPA and will apply for so long as Shandy Systems Limited and HonTru LLC retains Personal Data. In the event of a conflict between this DPA and the Terms of Service, this DPA will apply to the extent of the inconsistency.

11. Limitation of Liability

Each party’s (including their respective affiliates’) liability, in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Terms of Service, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its affiliates under the Terms of Service and all DPAs together.

12. Governing Law

This DPA and any dispute or claim arising out of or in connection with this DPA or its subject matter shall be governed by, and construed in accordance with, the laws of Ireland. If you have any questions about our GDPR policy, please contact us at admin@hontru.com.

Shandy Systems Limited and HonTru LLC reserves all rights of ownership of our trademarks. These trademarks include the Shandy Systems Limited and HonTru LLC and its brands logo and other designs and logos owned and used by Shandy Systems Limited and HonTru LLC, as well as Shandy Systems Limited and HonTru LLC and its brands product and service names. Shandy Systems Limited and HonTru LLC and its brands trademarks are important corporate assets, and Shandy Systems Limited and HonTru LLC requires that they be used only in accordance with this Trademark Policy. LOGOS Shandy Systems Limited and HonTru LLC limits the use of our logos. You may not use Shandy Systems Limited and HonTru LLC and its brands logos unless you have the express written permission of Shandy Systems Limited and HonTru LLC, or are licensed by Shandy Systems Limited and HonTru LLC to do so. Permissible use of Shandy Systems Limited and HonTru LLC and its brands logos must comply with this Trademark Policy, any license or usage requirements for the logos, and any brand guidelines. TRADEMARK USAGE “Fair use” of Shandy Systems Limited and HonTru LLC and its brands trademarks, that is, use by a third party without express permission or license, is limited to text-only references to Shandy Systems Limited and HonTru LLC and its brands trademarks such as product and service names, and excludes Shandy Systems Limited and HonTru LLC and its brands logos. In such references, you must be truthful, must not disparage Shandy Systems Limited and HonTru LLC, and must not mislead the public. You must be clear and accurate as to the nature of the relationship between Shandy Systems Limited and HonTru LLC and your company, our products, and our services. When making fair use of Shandy Systems Limited and HonTru LLC and its brands trademarks, you must properly mark and attribute them. The first reference in text to an Shandy Systems Limited and HonTru LLC and its brands trademark must be followed by the proper trademark symbol. The proper symbol for registered trademarks is ™. When an Shandy Systems Limited and HonTru LLC and its brands trademark is used, you must acknowledge Shandy Systems Limited and HonTru LLC’s ownership in the following manner: “[insert permissible mark] [is a/are] trademark[s] of Shandy Systems Limited and HonTru LLC” In order to preserve our reputation and protect our trademarks, Shandy Systems Limited and HonTru LLC guards against infringement and dilution of our trademarks. Use of Shandy Systems Limited and HonTru LLC and its brands trademarks together with counterfeit products, software, solutions or services or Shandy Systems Limited and HonTru LLC and its brands products, software, solutions or services obtained from sources other than authorized Shandy Systems Limited and HonTru LLC and its brands sources is prohibited and will not be tolerated.

You can minimize your risk of unauthorized use of Shandy Systems Limited and HonTru LLC and its brands trademarks by adhering to the following guidelines:

• Do not use the Shandy Systems Limited and HonTru LLC and its brands corporate logo or any other Shandy Systems Limited and HonTru LLC and its brands logo without the express written consent of Shandy Systems Limited and HonTru LLC and its brands.
• Do not alter, adapt or modify any Shandy Systems Limited and HonTru LLC and its brands trademark.
• Do not use an Shandy Systems Limited and HonTru LLC and its brands trademark in a manner that is likely to cause confusion about the origin of any product, service, program, material or other offerings.
• Do not use an Shandy Systems Limited and HonTru LLC and its brands trademark or name in a manner that is likely to give the impression or otherwise imply an affiliation or association between you, your products or services, and Shandy Systems Limited and HonTru LLC and its brands, or any of our products, services, programs, materials, or other offerings.
• Do not use any Shandy Systems Limited and HonTru LLC and its brands trademark or name as or as part of a company, product, service or program name.
• Do not use an Shandy Systems Limited and HonTru LLC and its brands trademark or name in a manner that is likely to dilute, defame, disparage, or harm the reputation of Shandy Systems Limited and HonTru LLC and its brands.
• Do not use, register or seek to register any trademark, name, or designation that is confusingly similar to the Shandy Systems Limited and HonTru LLC and its brands name or any Shandy Systems Limited and HonTru LLC and its brands trademark.
• Do not copy or imitate any Shandy Systems Limited and HonTru LLC and its brands design, type style, logo, product packaging, or the look, design, or overall commercial impression of any Shandy Systems Limited and HonTru LLC and its brands website, blog, or other materials.
• Do not register or use any domain name that incorporates any Shandy Systems Limited and HonTru LLC and its brands mark or name.
• Do not use the Shandy Systems Limited and HonTru LLC and its brands trademark name for a product or service as a noun, or in the plural form.
• Always use the proper spelling for Shandy Systems Limited and HonTru LLC and its brands’ trademarks.
• DISCLAIMER This Trademark Policy is not intended to serve as legal advice. Should you have questions regarding your legal rights or duties, please consult your own attorney. Should you have further questions regarding Shandy Systems Limited and HonTru LLC’s Trademark Policy, please contact Shandy Systems Limited and HonTru LLC

At Shandy Systems Limited and HonTru LLC and its brands we know that our customers rely on us as an important part of their business processes and record keeping. We take our responsibilities to our customers seriously, and the security and reliability of the software, systems and data that make up the Shandy Systems Limited and HonTru LLC and its brands application are our top priority.

All information traveling between your browser and Shandy Systems Limited and HonTru LLC and its brands is protected from eavesdroppers with 256-bit SSL encryption. The lock icon in your browser lets you verify that you aren’t talking to a phishing site impersonating Shandy Systems Limited and HonTru LLC and its brands and that your data is secure in transit.

1. Firewalls

The Shandy Systems Limited and HonTru LLC and its brands application – including your data – rests securely behind firewalls.

2. Vulnerability scanning

Shandy Systems Limited and HonTru LLC and its brands’ servers are scanned for vulnerabilities regularly and any newly-identified problems are addressed as quickly as possible.

3. Strong encryption

Shandy Systems Limited and HonTru LLC and its brands uses industry standard encryption protocols and practices to responsibly transmit sensitive information (including cardholder data).

4. Physical security

The Shandy Systems Limited and HonTru LLC and its brands servers are located in state-of-the-art datacenters, which provide biometric access controls, constant surveillance, redundant power feeds and generators, robust fire suppression, and carefully monitored climate control to protect the servers that store your data and manage your billing.

5. PCI Compliance and Card Holder Data

Cardholder data should only be input by the user in areas that explicitly require it. Shandy Systems Limited and HonTru LLC, and its brands handle cardholder data in accordance with PCI Data Security Standard requirements.

12. Governing Law

This DPA and any dispute or claim arising out of or in connection with this DPA or its subject matter shall be governed by, and construed in accordance with, the laws of Ireland. If you have any questions about our GDPR policy, please contact us at admin@hontru.com.

Where cardholder data storage is required (i.e., automatic payments on recurring templates) Shandy Systems Limited and HonTru LLC and its brands leverages PCI DSS Level 1 Compliant partners who undergo an annual audit of its infrastructure. In addition, Shandy Systems Limited and HonTru LLC and its brands maintains its PCI DSS Level 1 compliance and has its audit conducted by an independent third-party on an annual basis.

6. Secure Development Practices

Shandy Systems Limited and HonTru LLC, and its brand developers follow the secure development practices described in OWASP. Furthermore, we subscribe and adhere to the principle of least access.

7. Breach Notification

If there is a security and/or privacy breach that occurs, we will notify the necessary authorities and impacted customers within the legally required timelines based on the Applicable Data Protection Law

8. Reliability

The Shandy Systems Limited and HonTru LLC and its brands infrastructure uses redundant storage and servers to keep the application and your data available in the case of hardware failure – and another set of servers and storage in geographically separate data centers in case our primary datacenter is made unavailable by a disaster or other disruption.

6. Secure Development Practices

Shandy Systems Limited and HonTru LLC, and its brand developers follow the secure development practices described in OWASP. Furthermore, we subscribe and adhere to the principle of least access.

8. Reliability

The Shandy Systems Limited and HonTru LLC and its brands infrastructure uses redundant storage and servers to keep the application and your data available in the case of hardware failure – and another set of servers and storage in geographically separate data centers in case our primary datacenter is made unavailable by a disaster or other disruption.

9. Managed hosting

The Shandy Systems Limited and HonTru LLC and its brands Application utilizes Microsoft Azure for hosting requirements. With a vast array of clients with varying needs, GCP provides an environment that allows for the fast delivery of features, continued product innovation, reliable security and stability and a reduced chance of downtime.

10. Backups

The data in your Shandy Systems Limited and HonTru LLC and its brands account is replicated across multiple database servers in two geographic locations to prevent a single failure from causing data loss.

What are cookies?

A cookie is a small text file that is transferred by a web server and stored on the hard drive of your computer or mobile device when you visit certain websites. Generally, cookies are used to make your browsing experience better by allowing a website to remember your actions and preferences (for example, your authentication status). Cookies also provide information on how people may use a website (for instance, whether it’s their first time visiting or if they are a frequent visitor).

What cookies do we use and why?

We use a number of different cookies to provide you with our Services, to monitor usage and performance, to customize and improve your experience, and to facilitate our marketing, social and advertising activities.

Strictly Necessary Cookies

We use a small number of cookies that are necessary to allow you to use our Services. The use of these cookies is essential for our Services to work. For example, we use session cookies for the duration of a session to keep track of a user’s identity and authentication status.

Functional Cookies

We use third party tools to help customize our website and to remember choices you’ve made, some of which may use cookies or similar technology in order to function. For example, we use tools like Hello Bar and Proof to customize messaging for website visitors.

Analytics and Reporting Cookies

We use many tools to help us improve our Services and the overall user experience for our customers and website visitors. To this end, we use reporting and analytics cookies to collect information about how you use our website, and how often. For example, we use Google Analytics and other third-party analytics providers to help measure how users interact with our website content and product features. For more information on Google Analytics, visit Google’s information page.

Marketing and Advertising Cookies

We use a number of tools to help us with our marketing efforts, some of which may use cookies or similar technology. Marketing and advertising cookies are used on our marketing website to tailor marketing to you and your interests and provide you with a more personalized service in the future. These cookies remember that you visited our website and we may verify this information with third-parties, such as advertisers. Although these cookies can track your device’s visits to our website and other sites, they typically cannot personally identify you.

Social and Content Cookies

Social and content cookies are placed by many social media plugins (for example, the Facebook “like” button), and other tools meant to provide or improve the content on a website (for example, services that allow the playing of video files, or that create comments sections). We integrate some of these modules into our website to improve the experience of browsing and interacting with our content. Some of these third-party services may place cookies that are also used for things like behavioral advertising, analytics, and/or market research.r more information on Google Analytics, visit Google’s information page.

How to opt-out, remove or prevent the setting of cookies

Most browsers give you the ability to manage cookies to suit your preferences. In some browsers you can set up rules to manage cookies on a site-by-site basis, giving you more fine-grained control over your privacy. This means you can disallow cookies from all sites except those that you trust. To customize your cookie management preferences for your browser, please consult the documentation that your browser manufacturer provides.

For display advertising, you may opt out at any time by visiting your Google Ads Settings page or by installing and running the Google Analytics Opt-out Browser Add-on. The Network Advertising Initiative has also developed a tool available here that may help you understand which third parties have currently enabled cookies for your browser and opt-out of those cookies.

In addition, on your iPhone, iPad or Android, you can change your device settings to control whether you see online interest-based ads.

Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website or Services may no longer be fully accessible.

Shandy Systems Limited and HonTru LLC - use and transfer to any other app of information received from Google Accounts will adhere to Google API Services User Data Policy, including the Limited Use requirements.

Not with standing anything to the contrary herein, if you provide the Service access to certain types of your Google data, the Service’s use of that data will be subject to these additional restrictions:

The Service will only use access to read, write, modify or control Google Drive, Tasks, Google Calendar and Gmail message bodies (including attachments), documents, events, metadata, headers, and settings to provide a web email client that allows users to compose, send, read, and process emails and will not transfer this Gmail data to others unless doing so is necessary to provide and improve these features, comply with applicable law, or as part of a merger, acquisition, or sale of assets.

The Service will not use this Gmail, Google Drive, Tasks and Google Calendar data for serving advertisements. The Service will not allow humans to read this data unless we have your affirmative agreement for specific messages, doing so is necessary for security purposes such as investigating abuse, to comply with applicable law, or for the Service’s internal operations and even then only when the data have been aggregated and anonymized.

Users of Shandy Systems Limited and HonTru LLC, may utilize the email integration feature to import email messages from third-party providers such as Google’s Gmail API, Drive API, Calendar API, Tasks API and Microsoft’s Outlook API. Shandy Systems Limited and HonTru LLC, adheres to the following data processing, handling and storage policies:

Integration data including but not limited to email messages, attachments and accompanying metadata will not be shared with any entity or service provider that is not part of Shandy Systems Limited and HonTru LLC Data will be accessible only to users authorized by the original account owner.

Data can be permanently removed from Shandy Systems Limited and HonTru LLC, databases and other storage means upon user request. Such requests are handled automatically by our system and are immediately executed. Data will not be used for serving ads, including retargeting, personalized, or interest-based advertising. Data will not be accessed by humans, unless an affirmative agreement has been obtained from the user to view specific messages, files, or other data, with the limited exception of use cases approved by Google under additional terms applicable to the Nest Device Access program;

It is necessary for security purposes (such as investigating a bug or abuse); It is necessary to comply with applicable law; or Its use is limited to internal operations and the data (including derivations) have been aggregated and anonymized.

This Cancellation and Refund Policy ("Policy") outlines the terms and conditions for cancellation and refunds of the Services offered by Shandy Systems Limited and Shandy Systems Limited and HonTru LLC.

Services Covered

• Pay-as-you-go services: This includes AI Model token usage, Training and Data uploads.
• Mentor services (fees)
• Platform/App fees (if applicable)

2. Cancellation

You may cancel your use of our Services at any time by following the cancellation instructions provided within the Service itself, through your account settings, or by contacting our customer support team:

• Shandy Systems Limited and Shandy Systems Limited and HonTru LLC: admin@hontru.com

3. Refunds

No refunds will be granted for any Services provided, including one-time fees, used pay-as-you-go services, or mentor services.