1. Acceptance
These Terms of Service ("Terms") are a contract between you and ExactlyHow, Inc. ("ExactlyHow", "we", "us") for use of exactlyhow.io and the ExactlyHow application (the "Services"). By creating an account or using the Services, you agree to these Terms, our Acceptable Use Policy, and our Privacy Policy. If you use the Services for an organization, you represent that you can bind that organization, and "you" includes that organization.
2. Eligibility
You must be at least 18 years old and able to form a binding contract. The Services are offered for business use, not personal consumer use.
3. Organization Accounts
Creating a workspace makes you (or your organization) responsible for that workspace, including users you invite, roles you assign, and Customer Content stored there. The organization Owner is responsible for billing and for transferring ownership if they leave.
4. User Accounts
You must provide accurate information and keep your credentials confidential. Each person needs their own account. Access is Owner, Editor, or Viewer. Admin is a Business add-on. The organization is responsible for assigning access correctly.
5. Customer Responsibilities
You are solely responsible for Customer Content — including processes, attachments, and comments — and for ensuring your use complies with law and these Terms. You must not upload data the Services are not designed to hold, including protected health information, payment card data (other than billing handled by Stripe), or classified information, unless we sign a separate written agreement that expressly allows it.
6. Subscription Services
ExactlyHow is a hosted software service. Paid subscriptions renew automatically at the then-current rate until you cancel. Features such as ownership transfer, teams, departments, audit logs, and export depend on your plan and may change as we ship the product.
7. Billing
Paid Business access starts only after Stripe Checkout succeeds. New organizations begin on the Free plan. Fees are billed in advance through Stripe, monthly or yearly as you choose at checkout. Owners, Admins, and Editors are prepaid creator seats. Viewers are not billed. The current prices are $19 per creator seat per month, or $15 per creator seat per month billed annually ($180 per seat per year), as shown at checkout.
Adding creator seats during a paid period updates the Stripe subscription quantity and may create a prorated charge. Canceling stops future renewals and takes effect at the end of the current paid period; we do not refund the unused part of a period. Fees are non-refundable except where we are required by law to provide a refund, or where we agree in writing. You are responsible for applicable taxes. If payment fails, we may suspend Business features after notice. A complimentary arrangement exists only when we confirm it in writing for that organization. It is not a self-serve plan, and it is not billed.
8. Free Plan
The Free plan currently includes up to 3 Editor seats, 15 processes, and unlimited Viewers, with the limits described on our pricing page. We may change, limit, or end the Free plan with reasonable notice. Free workspaces have no service-level commitment.
9. Paid Plans
The Business plan is billed per prepaid creator seat (Owner, Admin, and Editor). Viewers are not billed. You choose the seat count at checkout, and later seat or cycle changes are applied on the active Stripe subscription. We may change prices for a later renewal period with notice before that period starts.
10. Custom Agreements
If we sign an order form or other written agreement with you, that document controls if it conflicts with these Terms. These Terms still apply to everything the other document does not cover.
11. Acceptable Use
You must follow our Acceptable Use Policy. We may suspend or terminate access for violations, including security abuse and credential sharing.
12. Intellectual Property
ExactlyHow and its licensors own the Services, including software, design, trademarks, and documentation. These Terms do not transfer any of that ownership to you.
13. Customer Content Ownership
You retain all rights in Customer Content. ExactlyHow claims no ownership of your operational knowledge. Processing of personal data inside Customer Content is also described in our Data Processing Addendum.
14. License Granted
You grant ExactlyHow a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and otherwise process Customer Content only as needed to provide, secure, and support the Services for you, including backups and subprocessors.
15. Confidentiality
We treat Customer Content as confidential and will not disclose it except to subprocessors under contract, as you direct, as required by law, or to protect the Services and our users. You must keep non-public information about the Services confidential.
16. Availability
We aim to keep the Services available, but we do not promise uninterrupted access and we do not offer an uptime SLA unless a signed order form says otherwise. Maintenance, failures of our providers, or events outside our reasonable control may cause downtime.
17. Backups
We maintain backups of our production infrastructure. Backups are for disaster recovery, not a substitute for your own records. We do not guarantee that we can restore a specific process or file that you deleted.
18. Security
We use commercially reasonable technical and organizational measures to protect Customer Content. You are responsible for user access inside your workspace and for the sensitivity of content you store.
19. Suspension
We may suspend access if you breach these Terms or the Acceptable Use Policy, if the workspace presents a security risk, if fees remain unpaid after notice, or if we are required to do so by law.
20. Termination
You may cancel a paid subscription in organization billing settings. The subscription stays active through the end of the paid period. Either party may terminate for a material breach that is not cured within 30 days after written notice. We may terminate immediately for illegal use or a severe security risk. Sections that should survive (including ownership, confidentiality, disclaimers, liability limits, and indemnity) survive termination.
21. Data Export
If export is included on your plan, you may export Customer Content while the workspace is active. Export is a Business-plan feature today. You are responsible for exporting anything you need before you cancel or delete the workspace. After termination we will delete Customer Content from active systems within a commercially reasonable period, subject to backups and legal holds. We do not guarantee a post-termination export window.
22. Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTLYHOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT CUSTOMER CONTENT WILL NOT BE LOST.
23. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTLYHOW WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTLYHOW'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO EXACTLYHOW FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. IF YOU HAVE PAID NOTHING DURING THAT PERIOD, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
24. Indemnification
You will defend, indemnify, and hold harmless ExactlyHow and its officers, directors, employees, and agents from claims, damages, and expenses (including reasonable attorneys' fees) arising out of Customer Content, your use of the Services, or your breach of these Terms or applicable law.
25. Governing Law
These Terms are governed by the laws of the State of Texas, excluding conflict-of-law rules. Subject to the arbitration section below, the state and federal courts in Travis County, Texas have exclusive jurisdiction for any court proceeding that is allowed.
26. Dispute Resolution
Informal resolution first: email exactlyhowsaas@gmail.com and allow 30 days to try to resolve the dispute. If it remains unresolved, it will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Austin, Texas, except that either party may bring a claim in small-claims court or seek injunctive relief to protect intellectual property or confidential information.
Class and representative actions are waived. You and ExactlyHow may bring claims only in an individual capacity. If this class-action waiver is found unenforceable as to a particular claim, that claim must proceed in court and the rest of this section still applies.
27. Changes to Terms
We may update these Terms. We will post the new version and update the "Last Updated" date. For material changes, we will give reasonable notice by email or in-app notice when we can. Continued use after the effective date is acceptance of the updated Terms. If you do not agree, you must stop using the Services and cancel any paid subscription.
28. Contact
Questions about these Terms: exactlyhowsaas@gmail.com.