Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Halyard Labs Pty Ltd ("Halyard," "we," "us," or "our") governing your access to and use of the Halyard platform, including our website, applications, APIs, MCP integrations, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Description of Service

Halyard is a platform that enables AI agents to communicate with human experts within your organization. The Service includes:

• Integration with AI tools via MCP (Model Context Protocol)
• Integration with communication platforms like Slack for expert notifications
• Question routing and response management
• Knowledge capture and organization features
• Administrative dashboards and analytics

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice when possible.

Account Registration and Security

Account Creation

To use the Service, you must create an account and provide accurate, complete, and current information. You agree to update your information promptly if it changes.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords
• Enable multi-factor authentication when available
• Notify us immediately of any unauthorized access
• Not share your account credentials with others

Organization Accounts

If you create an organization account, you may invite other users to join. You are responsible for managing user access and ensuring all users comply with these Terms.

Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service to transmit harmful, offensive, or illegal content
• Attempt to gain unauthorized access to any part of the Service
• Interfere with or disrupt the Service or its infrastructure
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems to access the Service without our permission
• Resell, sublicense, or redistribute the Service without authorization
• Use the Service to spam, harass, or abuse others
• Impersonate any person or entity
• Collect personal information about other users without consent

We reserve the right to investigate and take appropriate action against anyone who violates this policy, including terminating access to the Service.

User Content

Your Content

You retain ownership of all content you submit to the Service, including questions, responses, knowledge summaries, and other materials ("User Content"). By submitting User Content, you grant Halyard a worldwide, non-exclusive, royalty-free license to use, process, store, and display your content as necessary to provide and improve the Service.

Content Responsibilities

You are solely responsible for your User Content. You represent and warrant that:

• You own or have the right to submit all User Content
• Your User Content does not infringe any third-party rights
• Your User Content complies with all applicable laws
• Your User Content does not contain confidential information of third parties without authorization

Content Moderation

We do not actively monitor User Content but may remove content that violates these Terms or is otherwise objectionable. We are not responsible for User Content submitted by you or other users.

Intellectual Property

Our Intellectual Property

The Service and its original content (excluding User Content), features, and functionality are owned by Halyard and are protected by copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used without our prior written consent.

Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us the right to use such feedback without restriction or compensation to you.

Payment Terms

Subscription Plans

The Service offers various subscription plans, including free and paid tiers. Paid plans are billed in advance on a monthly or annual basis, as selected at signup.

Billing

By subscribing to a paid plan, you authorize us to charge your payment method for the subscription fees. Fees are non-refundable except as required by law or as explicitly stated in these Terms.

Price Changes

We may change our prices with at least 30 days' notice before your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new price.

Taxes

Fees are exclusive of taxes unless otherwise stated. You are responsible for all applicable taxes, and we may charge taxes as required by law.

Third-Party Integrations

The Service integrates with third-party platforms and services, including Slack and various AI tools via MCP. Your use of these integrations is subject to the terms and policies of those third parties.

We are not responsible for the availability, security, or functionality of third-party services. You authorize us to access and interact with these services on your behalf as necessary to provide the Service.

Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Results obtained from the Service will be accurate or reliable
• The quality of information obtained through the Service will meet your expectations
• Any errors in the Service will be corrected

Expert responses provided through the Service are the opinions of individual users and do not constitute professional advice. You should independently verify any information before relying on it.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASK EXPERT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

Indemnification

You agree to indemnify, defend, and hold harmless Halyard and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any rights of another party.

Termination

Termination by You

You may cancel your subscription and terminate your account at any time through your account settings or by contacting us. Cancellation will take effect at the end of your current billing period.

Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Reasons for termination may include, but are not limited to, violation of these Terms, non-payment, or discontinuation of the Service.

Effect of Termination

Upon termination, your right to use the Service will immediately cease. We may delete your account and User Content after termination. Sections of these Terms that by their nature should survive termination will survive, including intellectual property, disclaimers, limitation of liability, and indemnification.

Governing Law and Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Dispute Resolution

Any disputes arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware. You agree to waive any right to a jury trial or to participate in a class action.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Halyard regarding the Service and supersede all prior agreements.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of that right or provision.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on this page and updating the "Last updated" date. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.