1. Changes to These Terms and to the Services
We may update these Terms from time to time in our sole discretion. When we do, we will revise the “Last updated” date above and may provide additional notice (such as by email or in-product notice) where required by law. The updated Terms will be effective when posted, unless a later effective date is stated. If you continue to access or use the Services after updated Terms are posted, you are agreeing to the updated Terms. If you do not agree, you must stop using the Services. Because our Services evolve over time, we may change, add, or remove features, or suspend or discontinue all or part of the Services, at any time, without liability to you. PLEASE NOTE: THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. EXCEPT FOR CERTAIN TYPES OF DISPUTES, YOU AGREE THAT DISPUTES BETWEEN YOU AND HENRY WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS. SEE SECTION 20 BELOW.2. Roles and Relationships
2.1 Henry
Henry provides infrastructure that allows applications, agents, and similar interfaces to:- Discover products or services offered by Merchants, and
- Facilitate the placement of orders and payments with Merchants at your direction.
2.2 Merchants (Merchant of Record; No Direct Merchant Relationship with You)
Each Merchant is a third party that sells products or services directly to you. The Merchant (or its designated payment processor) is the merchant of record for your purchases, meaning:- Your contract of sale is between you and the Merchant, not Henry;
- The Merchant is responsible for pricing, product descriptions, inventory, shipping, returns, warranties, customer service, and compliance with applicable laws; and
- The Merchant or its payment provider, and not Henry, charges your payment method.
2.3 Customers and End Users
In some cases, you may access the Services because an organization (a “Customer”)—for example, a developer, business, or platform—has integrated Henry into its own product or has invited you to use the Services. That Customer may have entered into a separate written agreement with Henry (a “Customer Agreement”).- If you are an End User accessing Henry through a Customer integration, these Terms govern your use of the Services, and the Customer Agreement governs Henry’s relationship with the Customer.
- As between Henry and the Customer, the Customer may own or control “Customer Data” as described in Section 10.
3. Eligibility
By accessing or using the Services, you represent and warrant that:- You have read, understand, and agree to be bound by these Terms;
- You are at least eighteen (18) years old (or the age of majority in your jurisdiction, if higher); and
- You have the legal authority to enter into this Agreement on your own behalf, or on behalf of a company or other entity that has authorized you to use the Services.
4. Accounts, Credentials, and Security
4.1 Account Registration
To use certain features (for example, dashboards, APIs, or hosted checkout management), you may be required to create an account (“Account”) via:- A registration form where you provide certain information; and/or
- A third-party login (such as OAuth, social login, or SSO), as described in our Privacy Policy.
4.2 License and Access
Subject to these Terms, Henry grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for their intended purpose. We may suspend, limit, or revoke your access at any time if we believe, in our sole discretion, that you have violated these Terms, pose a risk to the Services or other users, or as otherwise permitted by law. We do not promise to continue operating any particular part of the Services or to maintain them in a particular form.4.3 Credentials and Henry-Managed Access
You may provide Henry with credentials or tokens (for example, for email accounts, payment methods, or Merchant accounts), or Henry may create or manage accounts, email aliases, or identifiers on your behalf to facilitate transactions with Merchants (“Access Credentials”). By providing Access Credentials or authorizing Henry to manage them, you:- Represent that you are authorized to grant Henry access to use those credentials as necessary to provide the Services;
- Authorize Henry and our service providers to use, store, and refresh those credentials, and to act using those credentials as reasonably necessary to carry out your instructions (for example, to place or manage orders, check order status, or handle returns, where available); and
- Acknowledge that the applicable Merchant or service provider’s terms may also apply to your use of those credentials.
4.4 Security and Responsibility
You are responsible for:- Keeping your Account credentials (username, password, API keys, tokens) confidential;
- All activities that occur under your Account; and
- Notifying us promptly at [email protected] if you suspect unauthorized access or a security breach involving your Account or Access Credentials.
4.5 Cancellation
You may request to cancel your Account at any time by contacting [email protected] or using any self-service tools we provide. Upon cancellation, we may delete or de-identify your Account information in accordance with our data retention practices and applicable law. We are not responsible for any loss you may suffer as a result of cancellation or deletion.5. User Content
5.1 User Content Definition
“User Content” means any data, text, images, messages, instructions, prompts, or other content that you submit, upload, transmit, or otherwise make available to or through the Services, other than Feedback (Section 12) and Customer Data (Section 10).5.2 License to Henry
You retain ownership of your User Content. However, by submitting User Content, you grant Henry a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to use, host, copy, store, display, perform, modify, create derivative works from, and otherwise process your User Content:- To operate, maintain, and provide the Services;
- To route or fulfill your orders with Merchants;
- To prevent fraud, abuse, and misuse;
- To analyze and improve the Services, including through logging and analytics; and
- To comply with law and protect our rights.
5.3 Responsibility for User Content
You are solely responsible for your User Content and represent and warrant that:- You have all necessary rights to submit and license your User Content as described above;
- Your User Content does not infringe or violate any third-party rights or any law; and
- Your User Content complies with these Terms, including the Acceptable Use rules in Section 6.
6. Acceptable Use
You agree not to (and not to permit or enable others to):- Use the Services for any fraudulent, deceptive, or illegal purpose;
- Impersonate any person or entity or misrepresent your identity or affiliation;
- Send, upload, or transmit any content that is unlawful, harmful, abusive, harassing, defamatory, obscene, or otherwise objectionable;
- Use the Services to send unsolicited or unauthorized advertising, promotional materials, spam, or other forms of solicitation;
- Copy, reproduce, publicly display, mirror, or frame any part of the Services without our express written permission, except as necessary for their intended use;
- Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas from any part of the Services, except where such restrictions are prohibited by law;
- Use the Services or any data obtained from the Services to create, train, or improve a service or product that competes, directly or indirectly, with Henry or the Services, or to benchmark the Services in a manner that is competitive with Henry;
- Scrape, crawl, or harvest any data from the Services (by automated or manual means) except through documented and authorized APIs and in accordance with our instructions;
- Interfere with or disrupt the operation of the Services, including by overloading, flooding, or attacking Henry’s infrastructure, or by circumventing security or access controls;
- Attempt to gain unauthorized access to any non-public portion of the Services, other users’ accounts, or any systems or networks connected to the Services;
- Use the Services or any data from the Services to operate your own independent automated system that targets Merchants in a manner that is unlawful or clearly designed to degrade or bypass the Merchant’s security or anti-bot measures;
- Collect or store personal information about other users without their consent, except as permitted by law and our Privacy Policy;
- Use the Services for any purpose not expressly allowed by these Terms.
7. Confidentiality
In your use of the Services, you may access information that is confidential or proprietary to Henry, Customers, or Merchants (“Confidential Information”). Confidential Information includes, without limitation:- Non-public technical and business information about the Services;
- Customer or Merchant lists, order data, or transaction details;
- Messages or instructions transmitted through the Services; and
- Any information marked or reasonably understood to be confidential.
- Was already lawfully known to you without confidentiality obligations before you received it;
- Becomes publicly available without your breach of these Terms; or
- Is received from a third party with the right to disclose it without confidentiality restrictions.
- Use Confidential Information solely for your authorized use of the Services;
- Not disclose Confidential Information to any third party, except as required by law or with our prior written consent; and
- Use reasonable safeguards to protect Confidential Information from unauthorized use, access, or disclosure.
8. Export Controls and Sanctions
The Services and any software or technology provided by Henry may be subject to U.S. and other export control and sanctions laws. You agree that you will not:- Access or use the Services from any country or region subject to comprehensive U.S. sanctions, or by or on behalf of any person or entity listed on U.S. or other applicable sanctions or denied-party lists; or
- Export, re-export, or transfer any part of the Services in violation of applicable export or sanctions laws.
9. Payments and Transactions with Merchants
9.1 No Merchant of Record Role for Henry; No Merchant Liability
Henry is not the merchant of record. Your purchases are between you and the Merchant. The Merchant (or its payment provider) charges your payment method and is responsible for:- Pricing and taxes;
- Product descriptions and quality;
- Inventory, shipping, and delivery;
- Returns, exchanges, and refunds; and
- Compliance with consumer protection and other laws.
9.2 Payment Authorization
When you submit an order through the Services, you authorize Henry to:- Transmit your payment information to the Merchant or its payment processor;
- Receive relevant status information about your transaction (for example, confirmation, failure, refund status); and
- Display or relay such information back to you or to a Customer application.
9.3 Refunds, Chargebacks, and Disputes
Refunds and returns are subject to the Merchant’s policies. You are responsible for reviewing the applicable Merchant’s terms, return policy, and privacy policy before completing a transaction. Henry does not control, and is not responsible for:- Whether a Merchant grants a refund or exchange;
- How the Merchant handles chargebacks or disputes; or
- Any errors by payment processors or financial institutions.
10. Customer Data
If a Customer has invited or authorized you to use the Services under its account or integration, the Customer may submit or generate content, data, or information within the Services (“Customer Data”). As between Henry and the Customer, and to the extent stated in the applicable Customer Agreement:- Customer Data is owned or controlled by the Customer; and
- Henry processes Customer Data on behalf of the Customer.
- Inform you of its policies and practices that affect Customer Data;
- Obtain any rights, permissions, or consents necessary to collect and use Customer Data (including personal data);
- Ensure that Customer Data can be lawfully processed by Henry as described in the Customer Agreement and our Privacy Policy; and
- Address and resolve any disputes with you relating to Customer Data or the Customer’s use of the Services.
11. Developer / API / SDK Terms
If you access the Services via APIs, SDKs, or other developer tools:- You must keep your API keys and tokens secure and not embed them in client-side code or otherwise expose them publicly;
- You must comply with any rate limits, quotas, or usage guidelines that we specify, and we may throttle or suspend access that exceeds or abuses those limits;
- You may not resell, sublicense, or white-label the Services without Henry’s prior written consent; and
- You are responsible for the security of your systems and for any use of the Services through your API keys or integrations.
12. Feedback
If you provide Henry with suggestions, ideas, proposals, or other feedback about the Services (“Feedback”), you do so voluntarily, and you acknowledge that Henry may use such Feedback without obligation to you. You grant Henry a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, copy, modify, distribute, display, and create derivative works from such Feedback for any lawful purpose, without compensation to you. You represent and warrant that you have all necessary rights to provide the Feedback and grant this license.13. Intellectual Property
Henry and its licensors own all right, title, and interest in and to the Services, including all software, code, interfaces, designs, text, graphics, logos, and other content, and all related intellectual property rights. Except for the limited license granted in Section 4.2, nothing in these Terms transfers any ownership rights in the Services to you or grants you any rights to use Henry’s trademarks, logos, or branding. You agree not to remove, alter, or obscure any copyright, trademark, or other proprietary notices on or in the Services.14. DMCA and IP Complaints
Henry respects the intellectual property rights of others and expects users to do the same. It is our policy, in appropriate circumstances, to disable or terminate accounts of users who repeatedly infringe others’ copyrights. If you believe content on the Services infringes your copyright, you may submit a DMCA notice to our designated agent (“Copyright Agent”) with:- A description of the copyrighted work you claim has been infringed, or a representative list;
- Identification of the material you claim is infringing and information reasonably sufficient to locate it (for example, a URL);
- Your name, mailing address, telephone number, and email address;
-
Both of the following statements:
- “I have a good-faith belief that the use of the copyrighted material described in this notice is not authorized by the copyright owner, its agent, or the law.”
- “The information in this notice is accurate, and under penalty of perjury, I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
- Your physical or electronic signature.
Attn: Copyright Agent
[Insert mailing address]
Email: [email protected] We may also process reasonable trademark or other IP complaints submitted to this address.
15. Privacy and Data Transfers
Our Privacy Policy explains how Henry collects, uses, and shares information about you. By using the Services, you consent to our data practices as described in the Privacy Policy. The Services may involve processing and storing information in the United States and other countries, which may have different data protection laws than your jurisdiction. Where required, we will implement appropriate safeguards for cross-border data transfers. If you interact with a Merchant through the Services, the Merchant’s own privacy policy and terms will govern their use of your information. Henry is not responsible for any Merchant’s privacy, security, or data practices.16. Third-Party Services
The Services may contain links or integrations to third-party websites, applications, services, or advertisements (“Third-Party Services”). Third-Party Services are not under Henry’s control, and Henry is not responsible for them. Henry does not endorse or guarantee any Third-Party Services or any content, products, or services made available through them. Your use of Third-Party Services is at your own risk and subject to any terms and privacy policies of those third parties.17. Indemnification
You agree to indemnify, defend, and hold harmless Henry and its officers, directors, employees, agents, affiliates, and licensors (each, an “Indemnified Party”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:- Your use of or access to the Services;
- Any User Content or other information you submit to or through the Services;
- Your violation of these Terms; or
- Your violation of any applicable law, rule, or regulation.
18. Disclaimers of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES (INCLUDING ANY SOFTWARE, APIS, DASHBOARDS, HOSTED CHECKOUT PAGES, OR OTHER COMPONENTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, HENRY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HENRY DOES NOT WARRANT THAT:- THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
- ANY DEFECTS WILL BE CORRECTED; OR
- THE RESULTS OF USING THE SERVICES (INCLUDING ANY ORDER OR TRANSACTION ROUTED TO A MERCHANT) WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HENRY BE LIABLE TO YOU OR ANY THIRD PARTY FOR:- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR
- ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES;
- THE AMOUNTS (IF ANY) PAID BY YOU TO HENRY FOR THE SERVICES DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
- ONE HUNDRED U.S. DOLLARS (US $100).
20. Dispute Resolution and Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.20.1 Agreement to Arbitrate
You and Henry agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any communications between you and Henry, or any transactions involving the Services (collectively, “Disputes”) will be resolved exclusively by binding arbitration on an individual basis, except that:- You may bring an eligible claim in small claims court, so long as it remains an individual action; and
- Either party may seek injunctive or other equitable relief in court to prevent or stop actual or threatened infringement or misuse of intellectual property rights.
20.2 Exceptions for Non-U.S. Consumers
If you are a consumer resident in a jurisdiction where mandatory law does not permit arbitration or prohibits certain aspects of this Arbitration Agreement, then this Section 20 may not apply to you to the extent it conflicts with such mandatory law. In that case, the governing law and venue provisions in Section 21 will still apply to the extent permitted.20.3 Arbitration Rules and Forum
This Arbitration Agreement is governed by the U.S. Federal Arbitration Act. The arbitration will be administered by JAMS under its applicable rules (including the Streamlined Arbitration Rules for qualifying claims and the Comprehensive Arbitration Rules for others), as modified by this Arbitration Agreement. You can find JAMS rules at www.jamsadr.com or by calling 1-800-352-5267. The arbitration may be conducted:- In person in New York County, New York,
- In the county where you reside,
- By telephone or video conference, or
- Based solely on written submissions, as determined by the arbitrator.
20.4 Arbitrator’s Authority
The arbitrator will have exclusive authority to resolve all Disputes covered by this Arbitration Agreement, including questions about its interpretation, scope, or enforceability, except that a court will decide any question about the enforceability of the class action waiver in Section 20.5. The arbitrator may award the same individual relief that a court could award, consistent with these Terms and applicable law. The arbitrator will issue a written decision stating the essential findings and conclusions.20.5 Waiver of Class Actions
YOU AND HENRY AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. YOU AND HENRY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, OR TO HAVE A DISPUTE HEARD AS A CLASS ARBITRATION OR CLASS ACTION. If this class action waiver is found unenforceable with respect to a particular claim, that claim (and only that claim) must be brought in court, not arbitration.20.6 Waiver of Jury Trial
YOU AND HENRY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY. DISPUTES WILL BE RESOLVED BY A NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY.20.7 Opt-Out
You may opt out of this Arbitration Agreement by sending a written notice to [email protected] within thirty (30) days after you first become subject to this Arbitration Agreement (for example, the first time you accept these Terms). Your opt-out notice must include:- Your full name;
- Your mailing address;
- The email address associated with your Account; and
- A clear statement that you wish to opt out of the Arbitration Agreement in these Terms.
21. Governing Law and Venue
These Terms and any Disputes are governed by the laws of the State of New York, without regard to its conflict-of-law principles, except that the Federal Arbitration Act governs the enforcement of the Arbitration Agreement in Section 20. To the extent these Terms allow for litigation in court (for example, if you opt out of arbitration or for claims not subject to arbitration), you and Henry agree that:- All such claims must be brought exclusively in the state or federal courts located in New York County, New York; and
- You and Henry consent to the personal jurisdiction of those courts.
22. Termination
These Terms remain in effect while you use the Services. We may, in our sole discretion and without liability to you, suspend, restrict, or terminate your access to all or part of the Services (including by blocking certain IP addresses or disabling your Account) at any time, including if we believe you have violated these Terms or any applicable law. If your Account is terminated or suspended, you may not create a new account without our express written permission. Termination does not limit any of Henry’s other rights or remedies under these Terms or at law.23. General Provisions
No Agency or Partnership. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Henry or between you and any Merchant. Electronic Communications and Signatures. By using the Services, you consent to receive electronic communications from Henry and agree that all agreements, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You consent to the use of electronic signatures and records for all transactions related to the Services. No Third-Party Beneficiaries. Except as expressly stated, no person or entity other than you and Henry has any rights under these Terms. Entire Agreement. These Terms, together with any applicable Customer Agreement and our Privacy Policy, constitute the entire agreement between you and Henry regarding the Services and supersede all prior or contemporaneous agreements or understandings. Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect. No Waiver. Any failure by Henry to enforce any right or provision of these Terms is not a waiver of such right or provision. Force Majeure. Henry will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet or telecommunications failures. Assignment. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Henry’s prior written consent. Henry may freely assign these Terms. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Interpretation. These Terms will not be construed against Henry because Henry drafted them.24. Contact Information
If you have questions about the Services or these Terms, or wish to file a complaint, you may contact us at: Henry Social, Inc.Email: [email protected]
Mailing address: 265 Lorimer St 401 New York, NY, 11206 US © 2025 Henry Social, Inc. All rights reserved.