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Earnesty Terms of Service

Last Updated: October 1, 2026

These Terms of Service (“Terms”) govern your organization’s access to and use of Earnesty, the earned-tier platform operated by Know Reply Inc. (“Know Reply”, “we”, “us”), including the marketing site at https://earnesty.app, the application at https://go.earnesty.app, the USER-facing status pages at https://earnesty.page, and any APIs, SDKs, and documentation we provide (together, “the Service”). They are the master agreement between Know Reply Inc., a Delaware corporation, and the software product that runs an earned tier using Earnesty. If you are enrolling end users of your product into an earned tier, this document binds you. Your end users are covered by a separate agreement — see the Participation Agreement.

1. Agreement and Who It Binds

Acceptance. By creating an account, clicking to accept, or using the Service, you agree to these Terms. If a separate written agreement signed by both parties covers the same subject matter, that agreement controls where it conflicts with these Terms.

Organizations, not individuals. An APP belongs to an organization, not to a person. When you create or join an organization in the Service, you are acting for that organization, and the organization is the contracting party. You confirm that you are at least 18 years old and that you have authority to bind the organization you name. If you do not have that authority, do not accept these Terms.

Members and roles. An organization may have multiple members with different roles. Every act taken through your organization’s account — configuring an earned tier, launching a Drop, changing reward values, storing a payment card — is treated as an act of the organization, whichever member performs it. You are responsible for keeping your organization’s membership current, for removing members who leave, and for the confidentiality of credentials and sessions. Tell us at hello@earnesty.app as soon as you suspect unauthorized access.

Your USERs are not our customers. You are our customer. The end users of your product are not. Our only direct relationship with them is the Participation Agreement, and our only obligations to them are the ones stated there.

2. Definitions

These terms are used consistently across every Earnesty document.

3. The Service

What Earnesty does. Earnesty is infrastructure for an earned tier: your product’s free tier, reimagined so that USERs earn their Reward — usage Credits, model tokens, seats, a bonus month, whatever you choose — by posting publicly about your product rather than by paying money. Specifically, we:

• Configure your offers — a recurring reward with its value and cooldown (the minimum spacing between credited posts), Milestones a USER can earn once, Drops with a published start and end, and for each an optional performance bonus with a maximum you set — and keep a timestamped history of every change, so a post is always valued at the terms that were actually in force when it was made.
• Enroll USERs and assign Claim Codes, one permanent code per USER, assigned once at enrollment.
• Discover posts by querying Supported Platforms’ public search APIs, by an on-demand “check now” initiated by the USER, and by a paste-the-URL fallback.
• Verify posts mechanically. A post qualifies when it is public, its author is bound to the USER (or carries the Claim Code, on their first post), it carries the Disclosure for its language, placed as your Market asks, the platform post ID has not been credited before, and the USER’s cooldown has elapsed. One platform post ID credits exactly once, ever. A Supported Platform’s own paid-partnership label is not required for now: we record whether the platform reported it on, off, or not at all, and a post is never refused because of it. An earlier version of these Terms required the label; that requirement is withdrawn, as the Program Rules explain.
• Relay a reward instruction to you on success, valued as of the post’s timestamp, at the rate in force at that moment.
• Assess a bounded performance bonus on a Qualifying Post, where you have enabled one, once, five days after the post’s own timestamp, on the terms in force at the post. At that review we read the post a single time and check that it is still public and still carries the Disclosure in the required placement; if the post or the Disclosure is gone there is no bonus, and the base Reward is revoked as the Program Rules describe. The bonus is set by how the post’s public metrics, as the Supported Platform reports them, compare with your own program’s recent posts. It never exceeds the maximum you set, it requires a minimum of reported views and at least one interaction, and it is clamped to what the USER may still earn under your limits. It measures public performance only — never sentiment, conversions, or our opinion of the writing — and we never read who replied. The review is run by a scheduled sweep, so it lands within a day of the five-day mark.
• Recognize eligibility the moment the cooldown you set has elapsed since a USER’s last credited post — measured against the cooldown that governed that post, never your current dial. Nothing else is required — no report from you, no action by the USER, and no requirement that the USER have spent what they earned. Before it has elapsed, a post simply does not qualify, rather than being verified and then declined for budget.
• Run a rewards page for your USERs at your subdomain of https://earnesty.page, which you can embed in your product, and give you a dashboard and records.

What Earnesty does not do. These are limits on the Service, and they are deliberate:

• We do not control, script, or approve what USERs post. A Qualifying Post is the USER’s own words. We supply the mechanical requirements — the Disclosure and the Claim Code — and nothing else. We do not pre-approve, edit, or gate posts on their content.
• We do not buy, sell, or guarantee engagement, reach, followers, likes, impressions, or reviews. Earnesty rewards a disclosed act of posting. It does not purchase an outcome, and it makes no representation about what any post will achieve.
• We do not reward sentiment. A critical post earns exactly what a favorable post earns. We do not score, rank, or condition any reward on tone, opinion, or the substance of what a USER says. The insight we give you about how your product is discussed, including its sentiment, is reporting only and never feeds a reward.
• We do not pay for commercial outcomes. Rewards do not depend on referrals, signups, activations, conversions or purchases. An optional performance bonus may depend on the post’s own public engagement, as described above; it does not measure commercial impact.
• We do not issue Rewards. The Reward is yours — Credits, or whatever other form you choose. We transmit an instruction; you grant it inside your own product. We never hold, issue, or transfer value to a USER, and we never pay a USER money.
• We do not price or constrain your reward economics. What a post earns, how often a USER can earn, what form the Reward takes, and what it buys are your decisions.

4. Your Role as Advertiser of Record

Business eligibility. Earnesty is unavailable for the businesses and promotions listed in Section 4 of the Acceptable Use Policy, in every market. You must confirm that your APP and its promotions are outside those categories and keep that declaration accurate. A Market selection changes disclosure instructions, not business eligibility. We rely on your declaration and may act on credible reports; we do not automatically classify your business.

You are the advertiser. Know Reply Inc. is a technology provider that verifies posts and relays reward instructions. You define the reward, you own the product being talked about, and you are the advertiser of record for every Qualifying Post made about your APP. This allocation is not a formality — it determines who answers for the advertising, and the rest of this section is what you take on when you accept it.

You represent, warrant, and agree, for as long as your earned tier is running:

• Truthful product claims. Everything you say about your own product — on your site, in your app, in the copy you suggest to USERs, and in any Drop configuration — is truthful, substantiated, and not misleading. We do not review your product claims and have no ability to substantiate them.
• Your own terms permit an earned tier. Your terms of service, privacy policy, and any other agreement with your end users permit you to operate an earned tier with them: to invite them to post publicly about your product, to grant them a Reward for doing so, and to share the identifiers described in Section 9 with us for that purpose. You will keep them permitting it.
• No sentiment conditions, no outcome conditions. You will not condition any reward, bonus, eligibility, or continued participation on a post being favorable, on it avoiding criticism, on a rating or star count, or on any signup, activation, conversion, or revenue outcome. This applies to rewards delivered through Earnesty and to anything you offer a USER outside it in connection with their participation.
• No suppression of disclosure. You will not instruct, encourage, incentivize, or permit a USER to omit, bury, obscure, abbreviate, or remove the Disclosure, or to remove it after a post is credited. You will not discourage a USER from using a Supported Platform’s own paid-partnership label. You will not represent to a USER that disclosure is optional. If you produce suggested copy, sample posts, or onboarding material, disclosure appears in it.
• You honor the reward instructions we relay. When Verification succeeds and we instruct you to grant a Reward, you grant it promptly in the amount we compute from the rate in force at the post’s own timestamp, and you honor any performance bonus we assess five days after the post. The Reward you grant — Credits or any other form you offer — must be usable in your product on the terms you published to the USER.
• Only your own product. You will not use the Service for a product you do not own or control, and you will not enroll USERs into an earned tier for a third party’s product, brand, or property without our prior written agreement.
• No manufactured participation. You will not create, direct, or pay for accounts, posts, or replies designed to appear as organic USER participation, and you will not enroll accounts you or your personnel control as USERs except for a reasonable number of internal test accounts identified to us.
• You disclose what you must. Where law requires you to disclose a material connection with an endorser beyond the Disclosure, that is yours to do. The Disclosure is the mechanism we build and enforce; it is not legal advice that it is sufficient for your circumstances.

We rely on this. Our compliance posture, and the Participation Agreement we offer your USERs, depend on these commitments being true. A breach of this Section is a material breach of these Terms.

5. Program Integrity and Our Enforcement Right

Two rules are not negotiable. Disclosure is mandatory: the Disclosure in the text, placed as your Market asks, and the platform’s label. Verification fails without either. The words are ours and the placement is your Market’s; neither is yours or the USER’s to vary, and choosing a Market is a declaration that it is where you promote. If you promote in more than one country, choose Global. Rewards attach to acts and never to sentiment or outcomes. Every APP on Earnesty operates under both, and neither is configurable.

We may suspend you for breaching them. If we determine on reasonable grounds that you have breached the disclosure rule or the sentiment-neutrality rule, we may suspend new grants, suspend Drops, or suspend your access to the Service. Where the circumstances allow, we will tell you what we found and give you a chance to fix it before suspending; where a breach is ongoing, repeated, or creates immediate legal exposure, we may suspend first and explain immediately afterward. Suspension under this Section never unwinds what a post already made earned — Section 6 and Section 7 continue to apply to everything outstanding.

This is compliance enforcement, not editorial control. We do not review, approve, moderate, or reject posts on their content, and nothing in this Section gives us the right to. What we enforce are the mechanical rules that keep the program lawful and legible to the public: that participation is disclosed, and that nobody is being paid for a particular opinion. We take no position on what your USERs say about you, and neither our checks nor our enforcement decisions depend on it.

Incorporated by reference. The Acceptable Use Policy, the Program Rules, and the Service Commitment are part of these Terms. The Acceptable Use Policy states what may not be done with the Service. The Program Rules state the operational detail of the earned tier: Verification checks, the form and placement of the Disclosure, Claim Code form, Drop and Milestone mechanics, the performance bonus, and trust and fraud controls. The Service Commitment states our speed and availability targets and what we do when we miss them. Where the Program Rules give operational detail on a subject these Terms address in principle, read them together; where they irreconcilably conflict, these Terms control.

6. Funding, Acceptance, and Our Promises to You

You make promises to your USERs that they cannot see or control our contract to verify. So the parts of the Service that determine whether a USER who posted gets what they earned are fixed and durable. The following are express contractual commitments from us to you, not statements of current practice:

• Registration is free and unlimited. There is no seat, no enrollment limit, and no waitlist created by what you pay. A USER you register stays registered; nothing about your spend or how much anyone posts removes them.
• We charge when we accept a post, and for nothing else. The charge for an Accepted Validation is taken once, together with the record of the Reward, and it covers the review five days after the post and any performance bonus assessed then. A check that finds nothing, or a post that does not qualify, is not charged, within the operational limits in the Billing Terms. Rewards your USERs earn are never billed to you by us.
• What we accepted is always honored, and is already paid for. Because the whole charge is taken at acceptance, an accepted Reward is delivered and reviewed whatever happens afterwards to your Wallet, your offers, or your account. An empty Wallet, a stopped program, a refund, a suspension, and a termination all change what a future post can earn. None of them unwinds what a post already earned.
• Funding gates new acceptance only. A post made while your Wallet cannot cover it is not accepted. That is the one way your billing state reaches a USER, so we make it visible before it happens: a USER’s rewards page says when rewards are paused, and we email you when your balance is low, as the Billing Terms describe. A hold placed under the Acceptable Use Policy is a different thing: it is an integrity control against fraud or abuse, never a billing or editorial one.
• A Drop is funded like your other offers. Each Drop post is charged when we accept it, from your available balance. A Drop’s number of places is the most posts it will reward, not an amount we hold for it. Publishing a Drop does not commit funding: while your Wallet cannot cover a new post, the Drop is paused like your other offers and may not run to its published end.
• A post is valued once, at the terms in force at its own timestamp — and never revisited. Nothing is issued in advance for a change to reach back into; what a post earns is fixed from your timestamped configuration history. Changing your configuration changes what a future post earns; it does not reach backwards.
• Places in a Drop go in the order requests reach us, with a stable tie-break — never by which check happened to finish first. The post must come before the request. A check that finds nothing holds no place for a later post, and a repeated request changes nothing.
• Verification is the same speed for everyone. There are no plans, so there is no faster queue to buy. Speed is visible to your USERs, so we treat it as a floor; the operational commitments are in the Service Commitment.
• A post’s earnings do not depend on when we get around to looking. A post’s base value is fixed at the post’s own timestamp, so a slow Verification and a fast one produce the same base number. The performance bonus is assessed five days after the post’s own timestamp, not five days after we verified it. If we are late, the USER is not paid less for it.
• A rate increase comes with at least 30 days’ notice and never reprices accepted work. The Billing Terms state this in full.

Section 10 explains the one thing outside our control that can affect Verification — a Supported Platform — and it is written so as not to disturb the commitments above.

7. Wind-Down and Settlement

When you stop an offer, stop your program, or close your account, or when we terminate or suspend, the program stops taking on new obligations and then finishes the ones it has. Nothing here is discretionary.

New earning stops immediately. From the effective moment, no post made after that moment earns, and no new Drop opens. Cancelling a Drop stops requests that have not been accepted, including queued ones. A Drop that simply reaches its published closing time is different: requests made before that time are still processed afterwards, and each is accepted only if your Wallet can cover it then.

Delivery and review continue. We continue to:

• Deliver every Reward already accepted, each valued at the terms in force at its post’s own timestamp.
• Resolve requests made in time for a Drop that closed on schedule.
• Complete the five-day review of every accepted post, on its own date — five days after that post’s timestamp — including any performance bonus, which is capped at the maximum in force at that post.

The obligation is finite and computable. At any moment, what remains is the set of accepted posts not yet reviewed and the timely requests not yet resolved. Nothing new joins that set after new earning stops, so it can only shrink. Each pending review is a single event on a date already known from the post’s timestamp, for an amount already bounded by the performance maximum. You can see what is outstanding in your dashboard, and we will produce it on request.

The tail costs you nothing further. The charge for an Accepted Validation was taken at acceptance and already covers its review, so finishing what was accepted does not require you to hold a balance, keep auto-recharge on, or buy anything. You do not have to keep paying us to have promises you already made to your USERs kept. Your records, reporting, and delivery webhooks stay available for as long as anything is outstanding.

Your unused Purchased Credits are refundable under the Refund Policy, including when we terminate, and including when we terminate for breach.

Your side of the wind-down. You continue to honor reward instructions we relay during the wind-down, on the same terms as before. Your obligation to your USERs for what they already earned does not end when your contract with us does.

8. Fees and Billing

Pricing, buying Earnesty Credits, auto-recharge, low balances, taxes, and receipts are covered by the Billing Terms. Refunds are covered by the Refund Policy. Both are part of these Terms and are not repeated here.

In summary, and without qualifying those documents: there is no subscription. You buy Earnesty Credits in advance, by card through Stripe, and we charge them when we accept a post for one of your offers. Your stored card is charged only when you buy Earnesty Credits yourself, or when auto-recharge buys them under an authorization you gave with your own monthly limit in front of you; auto-recharge is off unless you turn it on. Unused Purchased Credits are refundable at any time. Earnesty Credits buy our work and nothing else, and they never fund a Reward for your USERs. There is no marketplace, no split payment, and no payout: money flows from you to us, and Rewards flow from you to your USERs. We never hold, disburse, or invoice for a Reward owed to a USER.

9. USER Data and Privacy

The two roles, stated honestly. We handle personal data in two different capacities and we do not paper over the difference.

• As your processor. For the productUserId you supply — your own opaque identifier for a USER — and for delivering reward instructions back to you, we act on your documented instructions as a processor. You are the controller. The Data Processing Addendum governs this and is part of these Terms.
• As an independent controller. For querying Supported Platforms’ public APIs, for retaining Verification and disclosure-compliance evidence, and for operating fraud and abuse detection, we act as an independent controller on our own legitimate-interest basis. These are our obligations under platform developer agreements and advertising law, and we cannot perform them only on your instructions.

USERs get their own notice. Because of that second role, USERs receive their own privacy notice from us rather than being covered only by yours. Nothing in these Terms makes us your sub-processor for that activity, and nothing in your privacy policy can direct it.

What we hold. For USERs: the productUserId you supply, the platform binding (platform name, platform author ID, public handle), verified posts (platform post ID, public URL, post timestamp, granted value, the rate applied, and — read once at settlement — the post’s public counts of views, likes, replies, reposts, quotes and bookmarks, never the identities of people who interacted), enrollment state and timestamp, earning history, Reward-grant records, and audit entries. For your personnel: name, email, authentication and session records, organization membership, billing contact, and Stripe customer ID. Payment card data is handled by Stripe; we never store full card numbers.

Platform-derived data. Supported Platform developer agreements require that content deleted on the platform be deleted downstream. We honor that: post content and engagement metrics are refreshed against the platform and removed when the source post is deleted or made non-public. We retain only the minimal settlement record — post ID, timestamp, granted value, rate applied — needed to evidence a completed transaction and satisfy disclosure-compliance recordkeeping.

Your obligations. You must have a lawful basis to enroll a USER and to share their identifier with us; you must give your users the notice and choices the law requires; and you must not send us special categories of personal data, payment card data, or any data we have not asked for. If a USER exercises a data right with you that touches records we hold, contact privacy@earnesty.app and we will assist as the Data Processing Addendum requires.

10. Supported Platforms

We depend on third parties. Verification works by querying the public APIs of the platforms listed in Schedule A. Those platforms are not our subcontractors and we do not control them. Their terms, rate limits, API surfaces, pricing, access tiers, and availability can change, sometimes without notice, and a change can remove a capability we relied on.

What that means for coverage. We may add or remove a Supported Platform, or change what we can verify on one. Where the change is within our control, we will give you at least 30 days’ notice before removing a platform or materially reducing Verification coverage on it. Where a platform forces the change on us, we will tell you as soon as we reasonably can and work to restore coverage or offer an alternative.

What it does not mean. A platform disruption suspends performance; it does not rewrite obligations:

• Because a post is valued at the rate in force at its own timestamp, not at the time we get around to checking it, a platform outage that delays Verification does not reduce what a Qualifying Post earns. A post made during an outage is evaluated at the value it had when it was posted.
• What a post already earned stays honored, and a USER already enrolled stays enrolled, whatever happens to a platform.
• The “one free check now per cooldown cycle on every tier” commitment is unaffected by pricing tier; it is affected only by whether the platform will answer at all.
• If a platform becomes permanently unavailable for Verification, we will settle everything we can still evaluate, and Section 7’s wind-down applies to that platform’s activity.

Your platform obligations. You must comply with each Supported Platform’s terms in how you run your earned tier, and you must not ask USERs to do anything on a platform that the platform prohibits. If a platform tells us that your program violates its rules, we may suspend Verification for your APP on that platform.

The commitment in Section 6 stands. Nothing in this Section reduces the promises in Section 6. It allocates the risk of a third party’s conduct, not ours.

11. Intellectual Property

We own the Service. Earnesty — its software, design, features, Verification logic, models, documentation, and the Earnesty name and marks — is owned by Know Reply Inc. and protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term, for your own internal business purposes and to run your own earned tier. You may not resell the Service, use it to build a competing product, or reverse engineer it, as further described in the Acceptable Use Policy.

You own your brand and content. You keep all rights in your product, your brand, your marks, your content, and the data you supply. We claim no ownership in any of it.

The license you grant us. You grant Know Reply Inc. a non-exclusive, worldwide, royalty-free license to use your name, logo, and marks solely to operate your earned tier. In practice that means: forming and displaying the Disclosure, which names your handle; running and branding your status page at your subdomain of https://earnesty.page; querying Supported Platforms for mentions of your APP and its tags; and displaying your name and marks in the dashboard, notifications, and reward instructions the Service produces. This license is limited to operating the Service, it follows your brand guidelines where you give us any, and it ends when your account ends, except for records we are required to retain.

Marketing use is separate and optional. We will not use your name or logo in our marketing, on our website, or in a case study without your prior written consent, which you may withdraw for future use at any time.

Feedback. If you send us suggestions about the Service, we may use them without obligation or attribution. This does not give us any right in your product or data.

Aggregated data. We may produce and use aggregated, de-identified statistics about how the Service is used — Verification volumes, timing, error rates — provided they do not identify you, your APP, or any USER, and we do not publish them in a form from which you could be identified.

12. Confidentiality

What is confidential. “Confidential Information” is non-public information one party discloses to the other in connection with these Terms, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances. Your reward economics, offer budgets, USER records, roadmap, and pricing you negotiate with us are yours. Our non-public pricing, security documentation, Verification methods, and unreleased features are ours.

Obligations. Each party will use the other’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to employees, contractors, advisors, and affiliates who need it and are bound by confidentiality obligations at least as protective as these. These obligations last for three years after disclosure, and for as long as the information remains a trade secret for anything that qualifies as one.

Exceptions. Confidential Information does not include information that is or becomes public without breach, was already known to the recipient without a duty of confidence, is received from a third party free to disclose it, or is independently developed without use of the discloser’s information.

Compelled disclosure. Either party may disclose Confidential Information where law, regulation, a court, or a Supported Platform’s binding legal process requires it, provided the party gives the other notice where it lawfully can and discloses only what is required.

13. Warranties and Disclaimers

Mutual warranties. Each party warrants that it has the authority to enter into these Terms and that it will comply with the laws applicable to it in performing them.

What we warrant. We warrant that we will provide the Service with reasonable skill and care, and we make the express commitments in Section 6. Those commitments are contractual promises and are not disclaimed by anything in this Section.

What we do not warrant. THE SERVICE IS OTHERWISE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT VERIFICATION WILL DETECT EVERY POST OR EVERY ATTEMPT TO ABUSE THE PROGRAM.

In particular, and without limiting Section 3:

• We make no representation about how many USERs will post, what any post will reach, or what any post will produce for your business.
• We do not guarantee engagement, reach, followers, reviews, signups, or revenue, and we do not claim that any individual post caused any individual outcome. Where we report differences between groups of USERs, the report states what was observed; it is not a causal claim about a post.
• Insight runs and any other AI-assisted analysis we provide are suggestions and estimates. They may be incomplete or wrong, they are not advice, and you are responsible for reviewing them before acting on them.
• Nothing we provide — including the Disclosure mechanism, the phrases and placements we designate for each market, the Program Rules, and the documents in this suite — is legal advice. You are the advertiser; get your own counsel.

14. Indemnification

You indemnify us. You will defend, indemnify, and hold harmless Know Reply Inc. and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and any resulting liabilities, damages, losses, penalties, and reasonable attorneys’ fees, arising from:

• Your product claims — any statement about your product, its capabilities, its pricing, or its results, made by you or contained in copy you supply, including any claim that it is false, misleading, unsubstantiated, or unlawful.
• Your users — any claim brought by or concerning a USER or any other end user of your product, including claims about a Reward you granted or failed to grant, about their account with you, about your own terms of service, or about anything a USER posted.
• Your reward economics — the design, value, timing, availability, and withdrawal of the rewards you offer, including any claim that they were unfair, deceptive, misdescribed, or unlawfully structured.
• Your breach of the disclosure or sentiment-neutrality rules — including any regulatory proceeding, investigation, or private claim arising from a failure to disclose, from suppressed or removed disclosure, or from a reward conditioned on sentiment or an outcome.
• Your breach of these Terms, the Acceptable Use Policy, the Program Rules, a Supported Platform’s terms, or applicable law.

We indemnify you. We will defend, indemnify, and hold harmless you and your affiliates, officers, directors, employees, and agents from and against any third-party claim, and any resulting liabilities, damages, losses, and reasonable attorneys’ fees, arising from a claim that the Service, used as we permit, infringes that third party’s intellectual property rights, and from our breach of Section 12 (Confidentiality) or of our obligations as processor under the Data Processing Addendum. This does not apply to a claim arising from your content, your marks, your configuration, your combination of the Service with anything we did not supply, or your use of the Service in breach of these Terms.

Process. The party seeking indemnity must notify the other promptly, give it sole control of the defense and settlement (except that no settlement may impose a non-indemnified obligation or an admission of fault on the indemnified party without its consent), and cooperate reasonably at the indemnifying party’s expense. Late notice reduces the obligation only to the extent it prejudiced the defense.

15. Limitation of Liability

No indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business opportunities, or damage to goodwill, arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, and whether or not the party was advised of the possibility.

Cap. Each party’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the amounts you paid to Know Reply Inc. in the twelve (12) months immediately preceding the event giving rise to the claim.

Carve-outs. The cap and the exclusion of indirect damages do not apply to: your payment obligations; either party’s indemnification obligations under Section 14; a party’s breach of Section 12 (Confidentiality); or fraud, willful misconduct, or gross negligence. Neither the cap nor the exclusions limit liability that cannot be limited by law.

Allocation. These limits reflect how the parties have priced this agreement and apply even if a limited remedy fails of its essential purpose.

16. Term, Suspension, and Termination

Term. These Terms start when you first accept them or use the Service and continue until terminated. There is no subscription term and nothing renews; buying Earnesty Credits is governed by the Billing Terms.

Your right to terminate. You may stop your program at any time in the product, and close your account by writing to hello@earnesty.app. Stopping ends new earning at the effective moment and turns auto-recharge off. Your unused Purchased Credits are refundable under the Refund Policy.

Our right to terminate. We may terminate for your material breach if you have not cured it within 30 days of our written notice, or immediately if the breach cannot be cured, if you breach Section 4 or Section 5 in a way that creates ongoing legal exposure, if you fail to pay after the grace period in the Billing Terms, or if you become insolvent or subject to a bankruptcy proceeding. We may also discontinue the Service entirely on 90 days’ notice, in which case we will refund any prepaid, unused fees and run the wind-down in Section 7 in full.

Suspension. We may suspend some or all of the Service on notice where Section 5 applies, where the Acceptable Use Policy is being violated, where an account poses a security or fraud risk, or where a Supported Platform or law requires it. Suspension is proportionate: we suspend the narrowest part of the Service that addresses the problem, and we restore access when the cause is resolved.

Effect. On termination, your right to use the Service ends, and Section 7 governs what happens to posts already made, Drops, and pending five-day reviews. Sections 2, 6 (as to obligations already accrued), 7, 9, 11 (as to ownership), 12, 13, 14, 15, 18, and 19 survive. Data deletion and retention follow the Data Processing Addendum and the Privacy Policy.

17. Changes to the Service and to These Terms

The Service. We improve the Service continuously and may add, change, or remove features. We will not materially reduce the core functionality of the Service without giving you at least 30 days’ notice, and if you object to a material reduction your unused Purchased Credits are refundable under the Refund Policy. Changes to what we charge are governed by the Billing Terms.

These Terms. We may modify these Terms. We will post the updated version with a new Last Updated date and, for material changes, notify your billing contact by email at least 30 days before they take effect. Continued use after the effective date is acceptance. If you do not accept a material change, you may terminate before it takes effect and receive a pro-rated refund of prepaid, unused fees.

The carve-out that matters. No change to the Service, to these Terms, to our rates, or to your own configuration ever applies retroactively to a post already made or a USER already registered. What a post earned is settled at the terms in force at its own timestamp and is never revisited. Registered USERs stay registered. A Drop you have opened keeps the terms it opened with. A change governs what happens going forward; it never reaches back.

18. Governing Law and Dispute Resolution

Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Negotiate first. If a dispute arises out of or relating to these Terms or the Service, the parties will first try to resolve it through good-faith negotiation between people with authority to settle. Either party starts the clock with written notice describing the dispute. Neither party may commence arbitration until 30 days after that notice.

Arbitration. If the dispute is not resolved within 30 days, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Delaware, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class waiver. Each party waives any right to bring or participate in a class, collective, or representative action or class-wide arbitration. Disputes are resolved only on an individual basis.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small-claims court where it qualifies. Nothing here prevents either party from reporting a matter to a regulator.

19. General

• Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them in full to a successor in a merger, acquisition, or sale of substantially all assets, on notice to the other. Any other attempted assignment is void.
• Notices. Legal notices to us go to legal@earnesty.app, with a copy to hello@earnesty.app. Notices to you go to your billing contact and organization owners at the email addresses in your account, and to any address you have given us for notices; you are responsible for keeping them current. Notice by email is effective when sent, absent a bounce. Notices may also be sent by post to Know Reply Inc., 8 The Green, Suite B, Dover, Delaware 19901, USA.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control — natural disaster, war, civil unrest, labor action, epidemic, government action, internet or utility failure, or the failure or withdrawal of a third-party platform or infrastructure provider. This does not excuse payment obligations, and it does not disturb Section 6 or Section 7.
• Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.
• No third-party beneficiaries. These Terms are for the benefit of the parties only. USERs are not third-party beneficiaries of these Terms; their rights, if any, come from the Participation Agreement.
• Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest stays in force. A failure to enforce a provision is not a waiver of it.
• Export and sanctions. You represent that you are not located in, and will not use the Service on behalf of anyone located in, a country or on a list subject to United States trade sanctions or export restrictions.
• Entire agreement. These Terms, together with the Acceptable Use Policy, the Program Rules, the Service Commitment, the Billing Terms, the Refund Policy, the Data Processing Addendum, the Privacy Policy, Schedule A, and any order form or written agreement signed by both parties, are the entire agreement between the parties on this subject and supersede all prior proposals and understandings. Terms in your purchase order, vendor portal, or standard terms have no effect unless we sign them.

Schedule A — Supported Platforms

Schedule A is the list published at Supported Platforms, which is the single source for which platforms Earnesty can verify on and what each supports; we maintain it and may update it under Section 10, and it is incorporated into these Terms as it stands from time to time.

Contact Us

Questions about these Terms, or anything else about your account, go to hello@earnesty.app. Contract and legal notices go to legal@earnesty.app. Data and privacy requests go to privacy@earnesty.app.

Know Reply Inc., a Delaware corporation.