Terms of Service

1. Agreement to Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (Privacy Policy), and the YouTube API Services Terms of Service (YouTube API Terms), which are incorporated herein by reference. If you do not agree with all of these Terms, then you are expressly prohibited from using the Service and you must discontinue use immediately.

You must be at least 18 years old or the age of legal majority in your jurisdiction to use the Service.

2. The Service

Heckle provides a platform that allows YouTubers to connect their YouTube channel(s) via the YouTube API to analyze comments using artificial intelligence. The Service evaluates and aggregates sentiment, emotion, entities, and identifies themes and topics mentioned in comments to provide insights to the User. Heckle does not own or control YouTube data and uses it solely for the purpose of providing these analytical services to you.

We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice for any reason. We will not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service, except as expressly provided herein. Changes to YouTube's API or terms may affect the availability or functionality of our Service.

3. User Accounts & Registration

(a) Account Creation: To use the Service, you must register for an account ("Account"). You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

(b) Account Responsibilities: You are responsible for safeguarding your Account password and for any activities or actions under your Account, whether or not you have authorized such activities or actions. You agree to notify us immediately of any unauthorized use of your Account. We are not liable for any loss or damage arising from your failure to comply with these security obligations.

(c) Team Members: If you purchase additional seats for team members, you are responsible for their compliance with these Terms. You represent and warrant that you have the authority to bind your team members to these Terms.

4. Subscription Plans, Payments, and Renewal

(a) Subscription Plans: Heckle offers various subscription plans ("Plans") as detailed on our website, which may include:

• "New Videos" Plan: Analyzes comments for videos uploaded after the subscription start date. Available on a monthly or annual billing cycle.
• "All Videos" Plan: Analyzes comments for all existing and new videos on the connected channel(s). Available only on an annual billing cycle due to higher initial processing costs.
• Additional Seats: Users can purchase additional seats for team members. The billing interval (monthly/annual) for seats must match the base Plan's interval.

(b) Fees and Payment: You agree to pay all applicable fees for the Plan you select, as described on our website at the time of your purchase. All fees are quoted exclusive of applicable taxes (such as VAT or sales tax), for which you are responsible. Payment will be processed by our third-party payment processor (Stripe).

(c) Auto-Renewal:

• Monthly Subscriptions: Your monthly subscription will automatically renew each month unless you cancel your subscription prior to the renewal date through your Account settings.
• Annual Subscriptions: Your annual subscription will automatically renew each year on the anniversary of your subscription start date unless you cancel your subscription prior to the renewal date through your Account settings.

You authorize us to charge your chosen payment method for the renewal term.

(d) Cancellation: You may cancel your subscription at any time through the management options in your Account settings on the Heckle platform. Cancellation will be effective at the end of your current billing period (either monthly or annual). No refunds or credits will be provided for partial subscription periods, unused time, or if you cancel your subscription before the end of the current term, regardless of the Plan selected. This is due to the costs associated with data processing and service provision.

(e) Plan Changes & Tiered Pricing:

• Upgrades: Users can upgrade from a "New Videos" Plan (monthly or annual) to an "All Videos" Plan (annual). The difference in fees will be charged accordingly, and a new annual term will commence.
• Downgrades: Users cannot downgrade from an "All Videos" Plan to a "New Videos" Plan during an active annual term.
• Tiered Pricing: Heckle may use tiered pricing based on factors such as the volume of comments processed for your channel(s). If your usage exceeds the limits of your current tier, your Plan may be automatically upgraded to the next appropriate tier, and you will be charged the corresponding higher fee for subsequent billing periods. We will provide notice of such tier changes as practicable.

(f) Price Changes: We reserve the right to change our subscription fees. We will provide you with at least thirty (30) days' notice of any fee changes by sending an email to the address associated with your Account or through an in-app notification. Your continued use of the Service after the fee change comes into effect constitutes your agreement to pay the modified fee.

(g) Failed Payments: If your payment method fails, we reserve the right to suspend your access to the Service until payment is successfully processed. We may attempt to re-process the payment and will notify you of any payment failures.

5. License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, Heckle grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes to analyze comments on your YouTube channel(s).

6. Intellectual Property Rights

(a) Heckle's Intellectual Property: The Service, including its underlying software, AI models, algorithms, code, design, text, graphics, images, logos, trademarks, service marks, and other content (excluding User Content as defined below) ("Heckle IP"), are the exclusive property of Heckle and its licensors, protected by copyright, trademark, and other intellectual property laws. Except as expressly permitted in these Terms, you may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Heckle IP.

(b) User Content and YouTube Data:

• You retain all ownership rights to the content you upload or make available on your YouTube channel(s) ("User Content"), including your videos and comments you post.
• When you connect your YouTube channel(s) to the Service, you authorize Heckle to access, collect, process, and store comments and associated metadata from your channel(s) via the YouTube API ("YouTube Data") on your behalf for the purpose of providing the Service.
• You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant Heckle access to your YouTube Data and to authorize its processing as described herein and in our Privacy Policy, and that your User Content and Heckle's use of your YouTube Data as authorized by you will not infringe upon any third-party rights or violate any laws or YouTube's Terms of Service.
• Heckle does not sell, share, or use YouTube Data for any purpose other than providing the Service to you as described in these Terms.

(c) License to Heckle for YouTube Data: You grant Heckle a worldwide, non-exclusive, royalty-free license to use, reproduce, process, adapt, distribute, and display your YouTube Data solely for the purposes of:

• Providing, maintaining, and improving the Service for you;
• Generating insights and reports for your use within the Service;
• Developing and improving our AI models and the Service generally, provided that for this purpose, such data will be used on an aggregated and anonymized basis, such that it does not identify you or any individual commenter.

(d) License to User for Insights: Heckle grants you a license to use the analyses, reports, and insights generated by the Service from your YouTube Data ("Insights") for your internal business purposes, subject to these Terms. You acknowledge that the Insights are interpretations generated by AI and should be used accordingly.

7. User Responsibilities and Conduct

You agree to:

• (a) Comply with all applicable laws and regulations in your use of the Service.
• (b) Comply with YouTube's Terms of Service (YouTube ToS), Community Guidelines (YouTube Community Guidelines), and API Services Terms of Service (YouTube API ToS). You are solely responsible for any violations thereof and accept that violations may result in termination of access to both YouTube API and our Service.
• (c) Ensure the accuracy and legality of all User Content and YouTube Data you instruct Heckle to process.
• (d) Maintain the confidentiality of your Account credentials.
• (e) Use the Service only for lawful purposes and in accordance with these Terms.
• (f) Not use the Service for any purpose that violates YouTube policies or would cause Heckle to violate YouTube's terms.

8. Acceptable Use and Prohibited Conduct

You shall not, and shall not permit any third party to:

• (a) Use the Service for any illegal, fraudulent, or unauthorized purpose.
• (b) Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of any part of the Service or Heckle IP. Any such attempt is strictly prohibited, will be grounds for immediate termination of your access to the Service, and may result in legal action to the fullest extent permitted by law.
• (c) Resell, lease, sublicense, distribute, or otherwise transfer your rights to use the Service to any third party without our prior written consent.
• (d) Use the Service to harass, abuse, defame, stalk, threaten, or otherwise violate the legal rights of others.
• (e) Use the Service in connection with any YouTube channel or content that promotes, facilitates, or incites terrorism, violence, hate speech, discrimination, or any illegal activities.
• (f) Introduce any viruses, worms, trojan horses, or other malicious code into the Service.
• (g) Attempt to gain unauthorized access to the Service, other users' accounts, or our computer systems or networks.
• (h) Use any automated means (e.g., scraping, bots) to access or collect data from the Service itself, other than through the intended functionality and APIs provided by Heckle (if any).
• (i) Impose an unreasonable or disproportionately large load on our infrastructure or otherwise interfere with the proper working of the Service.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section, including without limitation, suspending or terminating your Account and reporting you to law enforcement authorities.

9. Third-Party Services (YouTube)

(a) YouTube API Compliance: The Service relies on access to the YouTube API. Your use of the YouTube API through our Service is subject to YouTube's Terms of Service and API Services Terms. Our use of the YouTube API Services complies with the YouTube API Services Terms of Service, and we require you to comply with these terms as well.

(b) Limitations: Heckle is not responsible for the availability or performance of the YouTube API, or for any changes YouTube may make to its API or terms that may affect the Service.

(c) Attribution: Where YouTube content is displayed within our Service, we provide proper attribution in accordance with YouTube's branding guidelines. YouTube is a trademark of Google LLC.

10. Term and Termination

(a) Term: These Terms shall remain in full force and effect while you use the Service or maintain an Account.

(b) Termination by User: You may terminate your Account and these Terms by canceling your subscription as described in Section 4(d).

(c) Termination by Heckle: We may suspend or terminate your Account and your access to the Service, in our sole discretion, at any time and for any reason, including, but not limited to:

• If you breach any material provision of these Terms. We may, in our discretion, provide a cure period for certain breaches.
• For non-payment of fees.
• If required by law or by a regulatory authority.
• If we discontinue the Service, in which case we will endeavor to provide at least thirty (30) days' prior notice via email or in-app notification, unless impracticable.

(d) Effect of Termination: Upon termination of your Account for any reason:

• Your right to access and use the Service will immediately cease.
• You will not be entitled to any refunds of prepaid fees, except as may be expressly required by applicable law in the event of termination by us without cause.
• Heckle will have no obligation to maintain or provide you with access to your YouTube Data or Insights stored on the Service and may delete such data in accordance with our data retention practices as outlined in our Privacy Policy, subject to any legal obligations.
• Provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

11. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HECKLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT:

(I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR STABLE. YOU ACKNOWLEDGE THAT THE SERVICE MAY BE SUBJECT TO PERIODIC INSTABILITY OR DOWNTIME;

(III) THE INSIGHTS, RESULTS, OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE. THE AI-GENERATED INSIGHTS ARE FOR INFORMATIONAL PURPOSES ONLY AND YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON SUCH INSIGHTS;

(IV) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HECKLE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HECKLE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HECKLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO:

(I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE;

(II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE;

(III) ANY CONTENT OR INSIGHTS OBTAINED FROM THE SERVICE AND YOUR RELIANCE THEREON;

(IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR

(V) ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT SHALL HECKLE'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO HECKLE FOR THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (£100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

13. Indemnification

You agree to defend, indemnify, and hold harmless Heckle, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• (a) your use of and access to the Service;
• (b) your violation of any term of these Terms;
• (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right, or any obligations under YouTube's Terms of Service;
• (d) any claim that your User Content or YouTube Data caused damage to a third party; or
• (e) any content you submit, post, transmit, or otherwise make available through the Service.

This indemnification obligation will survive the termination of these Terms and your use of the Service.

14. Governing Law and Dispute Resolution

(a) Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

(b) Informal Negotiation: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms ("Dispute"), you and Heckle agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any court proceeding. Such informal negotiations commence upon written notice from one party to the other. You may send your notice to [email protected].

(c) Binding Arbitration / Exclusive Jurisdiction: If the parties are unable to resolve a Dispute through informal negotiations, the Dispute (except for Disputes concerning the enforcement or validity of Heckle's intellectual property rights) will be finally and exclusively resolved by the courts of England and Wales. The parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.

15. Miscellaneous

(a) Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices or terms published by us on the Service, constitute the entire agreement between you and Heckle concerning the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Service.

(b) Severability: If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

(c) Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Heckle's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

(d) Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Heckle without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.

(e) Notices: Heckle may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice to the email address associated with your Account, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Heckle in our sole discretion.

(f) Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

16. Contact Information

If you have any questions about these Terms, please contact us at: