Terms of Service

Acceptance & who we are

These Terms of Service (the "Terms") are a binding agreement between you and MorningSheet ("MorningSheet," "we," "us," or "our"), a business based in Washington State, United States. They govern your access to and use of themorningsheet.com, app.themorningsheet.com, and the leads and related materials we provide (together, the "Service").

By creating an account or clicking to accept, you agree to these Terms. If you're using the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. The Service is intended for business use by people who are at least 18 years old. If you don't agree to these Terms, don't use the Service.

The service

MorningSheet compiles "opening-soon" business intelligence from public records: Washington state, county, and city building permits, business and trade licenses, liquor-license applications, health-department filings, and similar public sources. We resolve those records into business profiles, score how likely a business is to be opening or to need a vendor, and deliver the result to you as leads.

What we sell is access to information about businesses, drawn from the public record. Some businesses are run by one person, so a business name, address, or filing email can identify that person. Where a lead shows a business's contact details (for example, a phone number or web address the business has published or listed), that is contact information for the business. We do not display the owner or applicant name fields from public filings. On plans that include contact access, a lead can also show an email address given on a public filing for that business, such as a permit, so you can reach the business. We never sell lists of people, and leads can't be downloaded or exported.

We offer the Service across coverage tiers (currently Second Look, First Look, and Own the Territory), by vertical (such as food service), and by county. The specific tiers, verticals, counties, features, and prices available to you are described at sign-up and in your account, and we may add, change, or retire them over time.

Your account & sign-in

MorningSheet uses passwordless sign-in. Instead of a password, we email you a one-time, time-limited "magic link." Clicking it signs you in.

• Keep your inbox secure. Anyone with access to the email account that receives your magic links can sign in as you. Protect that inbox, and don't forward magic links to anyone.
• For business use. The Service is for businesses and the people who work for them. By creating an account you confirm you are using it for your business, not for personal, family, or household purposes.
• One account, accurate details. Give us a current, accurate email address and keep it up to date. You're responsible for activity that happens under your account.
• Tell us about misuse. If you believe someone has accessed your account without permission, contact us promptly at support@themorningsheet.com.

Subscriptions, billing & cancellation

The Service is sold as a recurring monthly subscription. The price depends on the tiers, verticals, and counties you select, and is shown to you before you subscribe.

• Free trial. We may offer a free trial (currently 30 days). A trial needs no payment method and ends on its own. We never charge you unless you choose to subscribe.
• Auto-renewing monthly term. Unless stated otherwise at checkout, your subscription renews automatically each month on your billing date until you cancel. By subscribing, you authorize us to charge your payment method the then-current fees, plus any applicable taxes, on a recurring basis.
• Payments through Stripe. Billing is handled by our payment processor, Stripe. We don't store your full card number; Stripe does, under its own terms. You're responsible for keeping a valid payment method on file.
• Cancel anytime, effective at period end. You can cancel from your account or by emailing support@themorningsheet.com. Cancellation stops the next renewal; your access continues through the end of the period you've already paid for, and we don't charge you again after that.
• Price changes. We may change subscription prices. If we change the price of a plan you're on, we'll give you reasonable advance notice (by email or in the app) before it takes effect on a renewal. If you don't agree, you can cancel before the new price applies.
• Failed payments. If a charge fails, we may retry it and may suspend or limit your access (including your territory exclusivity) until payment is resolved.
• Taxes. Fees are exclusive of taxes. You're responsible for any sales, use, or similar taxes, except for taxes on our net income.

Refunds

Subscription fees are generally non-refundable, including for partial billing periods after a cancellation. Because you can cancel at any time to stop the next renewal, you're never locked into a future month.

If we're required by applicable law to provide a refund, we will.

Territory exclusivity

This section explains what exclusivity covers on our exclusive tiers.

• Sold once per territory, for the window. On an exclusive tier, a lead we deliver to you for your category and territory is sold to you alone for that category and territory throughout its exclusive window (currently 7 days). While your window is open, we will not sell that same lead to any other customer in the same category and territory. After the window closes, the lead is released to the shared Second Look feed.
• Scope. "Exclusive" means exclusive as to other MorningSheet customers for the specific combination of vertical, tier, and county that you hold. It does not mean the underlying business is hidden from the world: the same business may appear in the public records anyone can read, and other vendors may compile their own data independently. We control what we sell, not the public record itself.
• Second Look is shared. The Second Look tier is a shared feed by design and carries no exclusivity. It receives a lead only after that lead's exclusive window has closed. Exclusivity applies only to the exclusive tiers.
• Capacity. A territory has a limited number of exclusive seats. If a territory is sold out, you may be offered a waitlist or the Second Look tier.

Your obligations for the leads

Exclusivity only works if it flows one way. When we sell you a lead, you get to use it to run your own business: to contact the business, pitch your product or service, and try to win the work. In exchange, you agree that you will not:

• resell, sublicense, lease, syndicate, or otherwise redistribute the leads or any data from them to any third party;
• share your account or feed so that anyone outside your own business can access the leads;
• scrape, crawl, harvest, or bulk-extract data from the Service;
• use the leads to build, train, or populate a competing leads, list, or data-broker product, or to recreate a substantial part of our compiled database;
• use the leads or the Service to train or fine-tune machine-learning or AI models;
• remove, obscure, or circumvent any attribution, watermark, usage limit, or access control.

You're also responsible for using the leads lawfully: see Acceptable use below. These obligations survive the end of your subscription as to leads you received while it was active.

Acceptable use

You're responsible for how you contact the businesses in your leads and for complying with the laws that apply to your outreach. That includes, where applicable, calling-time and do-not-call rules, the Telephone Consumer Protection Act and its rules on autodialed and prerecorded calls and texts, the CAN-SPAM Act for email, and state equivalents such as Washington's Commercial Electronic Mail Act (RCW 19.190) and telephone solicitation rules (RCW 80.36.390). Washington also bans unsolicited commercial text messages to Washington cell phones (RCW 19.190.060), so do not text a number in a lead without the recipient's prior consent. If a business or person asks you to stop contacting them, you must stop. MorningSheet provides business information; it does not grant you consent to contact anyone, and nothing in the Service is a representation that a given contact is permissible under the laws that govern your outreach.

You also agree not to use the Service to:

• break the law, infringe anyone's rights, or facilitate fraud;
• harass, stalk, threaten, or discriminate against anyone, including people named in the public records behind a lead;
• build a list or profile of individual people, or use any contact detail in a lead for anything other than contacting that business about its business;
• attempt to access accounts, data, or systems you're not authorized to reach, or probe, scan, or test the security of the Service without our written permission;
• interfere with or disrupt the Service, or impose an unreasonable load on it (including through automated traffic);
• reverse engineer, decompile, or disassemble the Service, except to the extent that restriction is prohibited by law.

Not for eligibility decisions. The Service is not furnished for, and you certify that you will not use it for, any purpose covered by the Fair Credit Reporting Act (15 U.S.C. § 1681b) or similar state laws, including deciding anyone's eligibility for credit, insurance, employment, or housing. Lenders and insurers may use leads only to find and contact prospective business customers, never to underwrite, price, or decline them. We may ask you to confirm how you use the Service, and we may suspend accounts we reasonably believe are using it this way.

Public data sources. Leads are built from records that government agencies publish. Some agencies attach conditions to commercial use of their data, for example that it not be used as a list of individuals for commercial purposes. You agree to use leads only to contact businesses about your products or services, and to follow any such conditions we tell you about. The agencies whose data we use do not endorse MorningSheet, make no warranty about their data, and are not liable for its use. We may change, restrict, or remove data when a source's terms require it, and doing so is not a breach of these Terms.

Data-accuracy disclaimer

The leads and underlying information are derived from public records and other third-party sources that we don't control. We compile, resolve, and score that information on a best-effort basis and keep it as current as we can, but public records are incomplete, lagged, and sometimes wrong, and businesses change their plans.

Accordingly, the leads and all related data are provided "as is" and "as available," and we make no guarantee that:

• any lead or data point is accurate, current, or complete;
• a business identified as "opening soon" is in fact opening, will open, or will open on any particular timeline, or that it exists, is operating, or is still operating;
• contact details are correct, monitored, or reachable, or that a business will respond;
• you will achieve any particular result, response rate, sale, or return from using the leads.

You are responsible for verifying any information before you rely on it, and for your own business decisions. The leads are a research starting point, not advice and not a promise of outcomes.

Intellectual property

The individual facts in a public record are not ours to own, and we don't claim them. But the Service as a whole (our compiled and resolved database, the scoring and selection that decides which businesses become leads and when, our software, the website, and the MorningSheet name and brand) is our intellectual property and is protected by copyright, trademark, and other laws.

Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and the leads for your own internal business outreach during your subscription. That license does not let you do any of the things listed under Your obligations, and we reserve all rights we don't expressly grant.

If you send us feedback or suggestions, we may use them to improve the Service without any obligation to you.

Disclaimer of warranties

To the fullest extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We don't warrant that the Service will be uninterrupted, secure, or error-free, or that defects will be corrected. Some jurisdictions don't allow certain warranty exclusions, so some of these may not apply to you.

Limitation of liability

To the fullest extent permitted by law:

• No indirect damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or lost data, arising out of or relating to the Service or these Terms, even if advised of the possibility.
• Cap. Our total liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amount you paid us for the Service in the three (3) months before the event giving rise to the claim, or (b) one hundred US dollars ($100).
• Exceptions. These exclusions and the cap do not apply to your payment obligations, your breach of Your obligations for the leads or Acceptable use, your infringement or misappropriation of our intellectual property, or your indemnification obligations.

These limits apply to all theories of liability and reflect the allocation of risk between us. Some jurisdictions don't allow certain limitations, so some of these may not apply to you.

Indemnification

You will defend, indemnify, and hold harmless MorningSheet and its owners, employees, and contractors from and against any claims, damages, losses, liabilities, and reasonable costs and attorneys' fees arising out of or related to: (a) your use of the Service or the leads; (b) your outreach to the businesses in your leads, including any claim that it violated calling, texting, email, privacy, or do-not-call laws; (c) your breach of these Terms; or (d) your violation of any law or any third party's rights. We'll let you know of any such claim and reasonably cooperate. You will control the defense, but you may not settle a claim in a way that admits fault by us or puts an obligation on us without our written consent, and we may take part in the defense with our own counsel at our expense.

Suspension & termination

You can stop using the Service at any time and cancel as described above. To close your account, email support@themorningsheet.com; we will confirm when it is done. We may suspend or terminate your access, with or without notice, if you breach these Terms (including the lead-resale and acceptable-use rules), if your payment fails, if we reasonably believe it's necessary to protect the Service, other customers, or third parties, or if we're required to by law.

On termination, your license to use the Service and the leads ends, except that your obligations not to resell or misuse leads you already received continue. Sections that by their nature should survive (including payment obligations that accrued before termination, Your obligations, Acceptable use and its restriction on eligibility decisions, Intellectual property, the disclaimers, limitation of liability, indemnification, and governing law) survive termination. We may also discontinue the Service, or any part of it, on reasonable notice.

Governing law & disputes

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Washington, United States, without regard to its conflict-of-laws rules. You and MorningSheet agree that the state courts in King County, Washington, and the U.S. District Court for the Western District of Washington will have exclusive jurisdiction and venue over any dispute that isn't otherwise resolved, and each party consents to personal jurisdiction there.

If any provision of these Terms is held unenforceable, the rest stay in effect, and the unenforceable provision will be enforced to the maximum extent permitted. Our failure to enforce a provision isn't a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

These Terms, together with our Privacy Policy and anything you agree to at checkout, are the entire agreement between you and us about the Service. Neither party is responsible for delays or failures caused by events beyond its reasonable control. We may send you notices by email to your account address or in the app; you can send notices to support@themorningsheet.com. Notices and other communications we send electronically satisfy any requirement that they be in writing. Any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises. We do not guarantee any particular uptime or delivery time.

Changes to these terms

We may update these Terms from time to time. We will give you at least 30 days' notice by email of any material change and update the "Last updated" date above. Changes apply only going forward, take effect at your next renewal after that notice (or, if you are not a paying subscriber, 30 days after the notice), and do not apply to disputes that arose before they took effect. If you do not agree, you may cancel before they take effect.

Contact

Questions about these Terms? Email us at support@themorningsheet.com. For privacy questions specifically, see our Privacy Policy or write to privacy@themorningsheet.com.