Terms of Service

Effective: July 10, 2026 · v2026-07-10

These Terms of Service ("Terms") are a binding agreement between you and Smoke & Oakum ("HoldFast," "we," "us," or "our"), the company that operates the HoldFast platform at holdfast.video and holdfast.smokeandoakum.co (the "Service"). They govern your access to and use of the Service.

Please read these Terms carefully. They include an arbitration agreement and a class-action waiver (Section 17) that change how disputes are resolved — and you can opt out of arbitration within 30 days.

1. Agreement to These Terms

You accept these Terms when you check the "I agree" box at signup, click a button indicating you accept, or otherwise access or use the Service. If you accept on behalf of a company or other organization, you represent that you have the authority to bind that organization, and "you" means that organization. If you don't agree to these Terms, don't use the Service.

From time to time we may ask you to accept updated Terms before you continue using the Service (see Section 19).

2. Who May Use HoldFast

The Service is a business tool built for companies and professionals, not for consumers or personal use.

• Age. You must be at least 16 years old to use the Service. It isn't directed at children, and we don't knowingly let anyone under 16 hold an account.
• Authority to bind your organization. If you use the Service for or on behalf of an employer or organization, you confirm you're authorized to accept these Terms for them, and that organization is bound by these Terms.
• Workspace administrators. A workspace administrator's actions and acceptances bind the workspace and its members. You're responsible for everyone you invite into your workspace and for their compliance with these Terms.

3. Your Account

• Keep your registration information accurate and up to date.
• Keep your password and credentials confidential. You're responsible for activity that happens under your account.
• Tell us promptly at [email protected] if you suspect unauthorized use of your account.
• Workspace administrators can add, remove, and set permissions for members, and are responsible for how their members use the Service.

4. The Service

HoldFast lets you upload video and other media, share it through review links, reels, and presentations, collect timecoded feedback, and see engagement analytics about how the people you share with interact with your content. We may add, change, or remove features over time. Some parts of your agreement with us live in separate documents that are part of these Terms by reference — the Acceptable Use Policy, Privacy Policy, Data Processing Addendum, and Copyright / DMCA Policy.

5. Your Content — You Own It

You keep all rights to everything you upload to or create in HoldFast — your video, audio, images, documents, transcripts, comments, and other materials ("Your Content"). We don't claim ownership of Your Content, and nothing in these Terms transfers any ownership of it to us.

6. The License You Give Us to Run the Service

To operate the Service for you, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use Your Content only as reasonably necessary to provide, maintain, and secure the Service. Specifically, this license lets us:

• host and store Your Content;
• transcode your video into streaming formats (HLS renditions at multiple resolutions) and otherwise process your files so they play back smoothly;
• generate thumbnails and preview stills;
• distribute Your Content through our content delivery network and processing providers — for example, Cloudflare (storage and CDN) and Runpod (video transcoding). The "sublicensable" part of this license is limited to letting these providers process Your Content solely to deliver the Service to you;
• generate and store transcripts and captions from Your Content. Transcription runs in your browser — your media's audio is not sent to our servers to be transcribed;
• stream and display Your Content to the viewers you choose to share it with.

Scope and end of the license. This license exists only so we can run the Service. It ends when you delete Your Content or close your account, except for (a) copies kept in routine backups for a limited period and (b) records we're legally required to retain.

No marketing or AI-training use. We will not use Your Content to market or promote HoldFast, and we will not use Your Content to train machine-learning or artificial-intelligence models. We use Your Content only to provide the Service to you.

7. Your Promises About Your Content

For everything you upload or share, you represent and warrant that:

• you own it, or you have all the rights and permissions needed to upload it, store it, and share it through the Service;
• you have the right to grant the license in Section 6;
• you're allowed to share it with the viewers you send it to; and
• Your Content and your use of the Service don't violate any law or infringe anyone's rights, including copyright, trademark, privacy, and publicity rights.

You're responsible for Your Content. The Service isn't a backup or archival service, so please keep your own copies of anything important.

8. Analytics, Viewers, and Your Privacy Responsibilities

When you share a review link, reel, or presentation, HoldFast collects engagement data about the people who open it ("Viewers") — for example, whether and when they opened it, how long they watched, approximate location, and device type — and may try to resolve which company a Viewer is associated with. This is a core feature you're asking us to run for you.

Because you decide who receives your links and you're the one with a relationship to your Viewers, you're responsible for the privacy side of that relationship. Modeled on standard analytics-provider terms, you represent and warrant that:

• you maintain and follow a privacy policy that accurately describes your collection and use of Viewer data through the Service;
• you comply with all laws that apply to collecting information from your Viewers, including any cookie, e-privacy, and consent requirements;
• you give your Viewers any legally required notice, and obtain any legally required consent or provide any required opt-out, before they're tracked; and
• you're authorized to receive engagement data about your Viewers and, where a Viewer is acting for a third party (such as their employer), you're authorized to accept these Terms and our processing of that data on the third party's behalf.

Our roles. For Viewer personal data we process on your behalf, you are the controller and we are your processor under our Data Processing Addendum. We also process some data as an independent controller — for example, the company-level resolution graph and product-improvement analytics described in our Privacy Policy. Data a Viewer submits through a gate or form may be received by both HoldFast and you, and is subject to your own privacy policy as well as ours.

Consent tools and forwarded links. We provide consent tools (a cookie banner and preference center on public links) to help, but establishing your own lawful basis and honoring your Viewers' choices remains your responsibility. You — not HoldFast — are responsible for who you share links with. We're not responsible for a link you send to the wrong person, or one that a recipient forwards to someone else.

9. Acceptable Use

Your use of the Service must follow our Acceptable Use Policy, which is part of these Terms. In short: don't upload illegal, infringing, or malicious content; don't try to break, overload, reverse-engineer, or scrape the Service; don't resell or redistribute access without our written permission; and don't use the Service to abuse or unlawfully surveil people. We may suspend or terminate access for violations, and immediately in serious cases.

10. Plans, Billing, Taxes, and Refunds

Plans

HoldFast offers a free plan and paid plans, billed monthly or annually. Plan features and prices are shown at signup and on our website.

Payment

Paid plans are processed by Stripe. By subscribing, you authorize us and Stripe to charge your payment method for the plan you select.

Auto-renewal

Paid plans renew automatically at the end of each billing period at the then-current price until you cancel. Annual plans are billed upfront for the year.

Cancellation

You can cancel anytime from your billing settings. Cancellation takes effect at the end of your current paid period — you keep access until then and won't be charged again. You can resume before the period ends.

Refunds

Except where required by law or expressly stated otherwise, fees are non-refundable, and canceling doesn't entitle you to a refund of fees already paid for the current period. We may, at our discretion, issue a refund or credit.

Taxes

Prices are exclusive of taxes. You're responsible for any sales, use, VAT, GST, or similar taxes on your subscription (except taxes on our net income). Where a reverse-charge applies to EU or UK business customers, you're responsible for self-accounting for VAT and should provide a valid VAT ID.

Price changes

We may change prices. We'll give existing subscribers at least 30 days' notice before a price increase takes effect on their account.

Past-due accounts

If a charge fails or your account is past due, we may suspend or limit the Service until the balance is resolved.

Comps and promotions

We may occasionally provide the Service free or at a discount (a "comp") or offer promotional or win-back pricing. Comps and promotions are discretionary, time-limited, non-transferable, have no cash value, and may be changed or withdrawn. When a comp ends, standard pricing resumes.

11. Term, Termination, and Exporting Your Data

These Terms apply for as long as you use the Service.

Termination by you

You can stop using the Service and close your account at any time.

Termination or suspension by us

We may suspend or terminate your access if you materially breach these Terms or the Acceptable Use Policy, if we're required to by law, or to protect the Service or others. Where practical, we'll give you notice and a chance to fix the problem. In serious cases — for example, illegal content or a security threat — suspension may be immediate.

Export window

After cancellation or termination, you'll have at least 30 days to export Your Content before it's scheduled for deletion, unless we're legally required to remove it sooner or your account was terminated for serious abuse. As a matter of current practice, a cancelled workspace stays accessible through its paid period and then becomes archived; archived workspaces are retained for 90 days (during which you can reactivate) before permanent deletion. Retention details are in our Privacy Policy.

Effect of termination

On deletion, Your Content is permanently removed and can't be recovered, except for limited backup copies and records we're legally required to keep. Provisions that by their nature should survive termination — including ownership, your warranties, disclaimers, liability limits, indemnities, and dispute resolution — survive.

12. Copyright and DMCA

We respond to copyright complaints and provide a notice-and-takedown and counter-notice process, and we terminate repeat infringers. See our Copyright / DMCA Policy for how to send a notice and who our designated agent is.

13. Analytics and AI Features Are Best-Effort

Features like transcription, engagement and intent scoring, identity resolution, and company resolution are automated and probabilistic. They can be incomplete or wrong. Treat them as signals, not as the sole basis for important decisions. We may change or remove these features, and we don't warrant their accuracy.

14. Disclaimer of Warranties

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We don't warrant that the Service will be uninterrupted, error-free, or secure, that it will meet your requirements, or that it will achieve any particular uptime. You use the Service at your own risk. The Service is not a system of record or a backup service — keep your own copies of important files.

15. Limitation of Liability

To the fullest extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Service or these Terms — even if it was advised the damages were possible.
• Our total liability for all claims arising out of or relating to the Service or these Terms is limited, in the aggregate, to the amount you paid us for the Service in the 12 months before the event giving rise to the claim.

These limits apply to every theory of liability. Some jurisdictions don't allow certain limitations, so parts of this section may not apply to you.

16. Indemnification

By you

You'll defend, indemnify, and hold us harmless from third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) Your Content; (b) your use of the Service; (c) your breach of these Terms or the Acceptable Use Policy; and (d) your collection of, or dealings with, your Viewers' data — including any claim that you failed to give required notice or obtain required consent.

By us

We'll defend you against a third-party claim alleging that the HoldFast platform itself, as we provide it and used in line with these Terms, infringes that third party's intellectual-property rights, and we'll pay the resulting damages finally awarded or agreed in settlement. This doesn't cover claims arising from Your Content, your configurations, your Viewers' data, or the Service's combination with anything we didn't provide. This is our entire liability, and your exclusive remedy, for third-party intellectual-property claims.

Process

The party seeking indemnification will promptly notify the other, let it control the defense, and cooperate reasonably. A settlement that imposes any obligation on the indemnified party requires that party's consent.

17. Disputes — Arbitration, Class-Action Waiver, and Your Right to Opt Out

Informal resolution first

Most disputes can be resolved quickly. Before starting arbitration, email us at [email protected] with a short description of the dispute and what you'd like to happen. We'll try to resolve it within 60 days.

Binding individual arbitration

If we can't resolve it informally, you and HoldFast agree to resolve any dispute arising out of or relating to these Terms or the Service through binding, individual arbitration rather than in court, except for the carve-outs below. The Federal Arbitration Act governs this section. The arbitration will be administered by the American Arbitration Association (AAA) under its applicable rules, and may proceed by documents, phone, or video where the rules allow. The arbitrator decides the dispute and any questions about the scope or enforceability of this arbitration agreement, and can award the same individual relief a court could.

Class-action waiver

Disputes will be resolved only on an individual basis. You and HoldFast each waive any right to bring or take part in a class, collective, consolidated, or representative action. The arbitrator may not preside over more than one person's claims and may not award relief to anyone who isn't a party to the arbitration.

Your 30-day right to opt out

You can opt out of this arbitration agreement (including the class-action waiver) by emailing [email protected] within 30 days of first accepting these Terms, with your name, your workspace, and a clear statement that you opt out of arbitration. If you opt out, disputes go to court as described in Section 18. Opting out doesn't affect any other part of these Terms.

Carve-outs

Either party may still (a) bring an individual claim in small-claims court if it qualifies, and (b) go to court to seek an injunction or other equitable relief to protect intellectual property or confidential information. Doing either isn't a waiver of arbitration for anything else.

Changes to this section

If we materially change this Section 17, we'll notify you, and you'll have 30 days to reject the change by emailing us. Rejecting it keeps the prior version of this section in place for disputes that arise before the change.

Severability

If the class-action waiver is found unenforceable for a particular claim, that claim (and only that claim) will proceed in court; the rest of this Section 17 still applies to every other claim.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, together with the Federal Arbitration Act for Section 17. For any dispute that isn't subject to arbitration — because you opted out, or because it falls within a court carve-out — you and HoldFast agree to the exclusive jurisdiction of the state and federal courts located in Delaware, and consent to venue there.

19. Changes to These Terms

We may update these Terms. If a change is material, we'll give notice (by email or in-app) before it takes effect, and where the change is significant we'll ask you to accept the updated Terms again before you keep using the Service. For minor changes, continued use after the effective date means you accept them. The "Effective" date and version at the top of this page always reflect the current version, and we keep prior versions available on request. Changes to Section 17 (arbitration) follow the special notice-and-reject process in that section.

20. General

Entire agreement

These Terms, together with the Acceptable Use Policy, Privacy Policy, Data Processing Addendum, and Copyright / DMCA Policy referenced here, are the entire agreement between you and HoldFast about the Service, and they replace any prior agreements on that subject.

Assignment

You can't assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, financing, or sale of assets.

Severability

If any part of these Terms is found unenforceable, the rest stays in effect, and the unenforceable part is limited to the minimum extent necessary.

No waiver

If we don't enforce a provision, that isn't a waiver of our right to enforce it later.

Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control.

Notices

We may give you notice by email or in-app. Send legal notices to us by email at [email protected]; we will provide a postal address for formal legal notice on request.

Relationship of the parties

You and HoldFast are independent parties. These Terms don't create any partnership, joint venture, agency, or employment relationship.

21. Contact

Questions about these Terms? Email [email protected]. For legal and arbitration notices, use [email protected].