Terms of Service

1.1Binding agreement. You accept these Terms when you first affirmatively accept them (for example, by checking the box on our acceptance screen after you create an account or sign in with Google), accept an invitation to join a Workspace, or otherwise access or use the Services, whichever happens first. You cannot use the Services until you have accepted the current version. We keep a record of each acceptance, including your name, email address and company, the versions accepted, the exact statement you agreed to, the date and time, your IP address and the country it indicates, your browser type and how you signed in.

1.2Acting for an organization. If you accept these Terms on behalf of a company, fund, firm or other legal entity, you represent and warrant that you have the authority to bind that entity, and “you” and “Customer” then refer to that entity. If you do not have that authority, you are personally bound by these Terms and personally responsible for all use of the Services under your account. Each Authorized User who accepts these Terms is also individually bound by them.

1.3Incorporated documents. The following documents are incorporated into and form part of these Terms:

1.4Order of precedence. If documents conflict, they apply in this order, from highest to lowest: (a) a written agreement signed by you and an authorized officer of HeyInvest that expressly overrides these Terms; (b) an Order, but only as to commercial terms such as price, quantity and subscription term; (c) the Data Processing Addendum, but only as to the processing of Customer Personal Data; (d) these Terms; and (e) the Acceptable Use Policy. Terms printed on any purchase order or other document you send us have no effect.

1.5Changes. Section 27 explains how we may update these Terms, including by asking you to accept updated Terms before you can continue to use the Services.

3.1Business use only. The Services are offered only for business and professional purposes, such as raising capital for a company or fund, or managing investor relations for a business you work for or advise. You represent that you use the Services only for those purposes and not for personal, family or household purposes. To the extent permitted by Applicable Law, laws that protect only consumers do not apply to your use of the Services.

3.2Eligibility. You may use the Services only if you:

3.3Competitors. You may not access or use the Services if you are, or act for, a business that offers an investor database, investor matching, capital introduction data or outreach product that competes with the Services, unless we consent in writing. You may not access the Services to monitor their availability, performance or functionality, or for any benchmarking or competitive purpose.

3.4Accurate information. You will provide true, accurate, current and complete information when you register and keep it up to date, including your name, company and business email address. We may verify your identity, organization or eligibility at any time and may refuse, suspend or limit access if we cannot.

4.1Account security. You are responsible for keeping your login credentials confidential and for all activity under your account. You will use a strong, unique password, will not share your credentials, and will tell us immediately at support@heyinvest.ai if you suspect unauthorized access. We are not liable for any loss caused by unauthorized use of your account that results from your failure to keep your credentials secure.

4.2One person per account. Each account is for a single named individual. Accounts and paid seats may not be shared or used by more than one person, and you may not create multiple accounts to obtain additional trials, Credits or features. We may merge, limit, suspend or close accounts that we reasonably believe were created or used in breach of this Section.

4.3Workspaces and roles. Each Workspace has an owner and may have admins, members and connectors. Owners and admins can invite and remove Authorized Users, change roles, manage billing, and view and manage Workspace activity. Members share the Workspace’s raises, lists, unlocked Contact Data and Credits. Connectors join to share information about their LinkedIn networks so the Workspace can find warm introductions, and connectors decide which introductions they make.

4.4Visibility within a Workspace. Information you add to or generate in a Workspace may be visible to other Authorized Users of that Workspace according to their roles. In particular, owners and admins can view members’ campaigns, connected mailbox addresses, Credit usage, Unlocks and activity, and every Authorized User of a Workspace can use Contact Data unlocked by any member of it. If you are a connector, or you share your network with your Workspace, people in your Workspace can see which investors and other contacts appear in your LinkedIn network. Do not add anything to a Workspace that you do not want its other Authorized Users to see.

4.5Customer responsibility. The Customer is responsible for each Authorized User’s compliance with these Terms and for the acts and omissions of its Authorized Users as if they were its own. The Customer is responsible for removing access for anyone who leaves its organization or should no longer have access. We may treat instructions from a Workspace owner or admin as instructions from the Customer.

4.6Joining or leaving a Workspace. If you accept an invitation to join a Workspace, content from a personal Workspace you leave may be moved into the Workspace you join, as described in the Services. If you are removed from or leave a Workspace, you lose access to that Workspace and its data, including Contact Data it unlocked, and the Workspace keeps the data created in it.

5.1A software and data tool. The Services are a software platform and information service that help you research investors, organize your fundraising and communicate with people you choose to contact. You decide whom to contact, what to say and whether to enter into any transaction.

5.2Not a broker-dealer, adviser or funding portal. HeyInvest is not registered as, and does not act as, a broker, dealer, investment adviser, funding portal, placement agent, finder, exchange, alternative trading system, transfer agent or crowdfunding intermediary under any Securities Law. HeyInvest does not:

5.3No advice and no endorsement. Matches, fit scores, rankings, classifications, warm path indicators, investor profiles and other information in the Services are general, impersonal information about how available data compares with criteria you provide. They are not recommendations or tailored advice, and they do not mean that any investor is suitable for you, is accredited or otherwise qualified, is interested in your opportunity, or will respond or invest. Including any person or organization in the Services is not an endorsement of them, and we do not endorse any user, raise or offering.

5.4No due diligence or verification. We do not perform due diligence or background checks on, and do not verify the identity, accreditation, qualifications, registrations, track record or intentions of, any user, investor, issuer or other person. You are solely responsible for your own diligence and for verifying the status of any investor, including whether a person is an “accredited investor” or “qualified purchaser” and for any “reasonable steps” to verify accredited status that Rule 506(c) requires.

5.5No guarantee of results. We do not guarantee that you will obtain introductions, replies, meetings, commitments, funding or any other result, or that Outreach will be delivered, read or welcomed. Capital raising is uncertain, and the experience of other users does not predict yours.

5.6No fiduciary relationship. No fiduciary, partnership, joint venture, employment or (except for the limited authority in Section 9.1) agency relationship exists between you and HeyInvest. You should consult your own securities, legal, tax and financial advisers before raising capital or contacting investors.

5.7Investor users. If you use the Services as an investor, you are responsible for your own investment decisions and diligence, any information you provide about your investment preferences or eligibility must be accurate, and you acknowledge that HeyInvest does not review, verify or vouch for any issuer, raise or offering presented to you.

6.1Your responsibility. You are solely responsible for ensuring that your capital raising activities, offering materials, Outreach and any securities you offer or sell comply with all Securities Laws. This includes:

6.2General solicitation. You acknowledge that unsolicited communications about a securities offering sent to people with whom you have no pre-existing, substantive relationship may be considered general solicitation or general advertising. General solicitation is not permitted in an offering that relies on Rule 506(b) of Regulation D or Section 4(a)(2), and it can cost you your exemption, give investors rescission rights and lead to enforcement action. You alone decide whether and how to contact any person and how to structure your offering, and you bear the consequences of those decisions. HeyInvest does not determine whether you have a pre-existing substantive relationship with anyone and does not advise you on whether any communication is permitted.

6.3Accurate and lawful communications. All information you provide to investors, through the Services or otherwise, must be accurate and complete, must not be misleading (including by omission), and must comply with the antifraud provisions of the Securities Laws, including Section 17(a) of the Securities Act and Rule 10b-5 under the Exchange Act. You will not use the Services to:

6.4Compliance tools are aids only. The Services may include features intended to support compliance, such as phrase checks, warnings, sending limits, default unsubscribe wording or offering-type settings. These features are aids only. They are not legal advice, may not catch every issue and do not make your offering or Outreach compliant. You remain solely responsible for compliance whether or not you use them.

6.5Regulatory inquiries. If a regulator, self-regulatory organization or law enforcement agency contacts HeyInvest about your activities, we may cooperate and disclose information about your account and use of the Services as permitted by Applicable Law and our Privacy Policy.

7.1Ownership. As between you and HeyInvest, HeyInvest and its licensors own all right, title and interest in the Investor Data, including its selection, coordination, arrangement, enrichment and scoring and all related copyrights, database rights, trade secrets and other intellectual property rights. Investor Data is licensed to you, not sold.

7.2License. Subject to these Terms and payment of the applicable fees, HeyInvest grants you, during your Subscription, a limited, non-exclusive, non-transferable, non-sublicensable and revocable license for your Authorized Users to access and use Investor Data through the Services solely for your internal business purpose of identifying, researching and communicating with prospective investors in capital raises conducted by you or by the company or fund that employs you or that you represent, or, if your plan expressly allows client work, by clients you are lawfully engaged and permitted to represent (the “Permitted Purpose”).

7.3Restrictions. Except as these Terms expressly allow, you will not, and will not allow anyone to:

7.4Seeded records and monitoring. The Investor Data may contain seeded, fictitious or uniquely identifiable records designed to detect misuse, and we monitor use of the Services, including search, view, Unlock and export patterns, to protect it. Use of a seeded record outside the Services, or any access pattern indicating scraping or bulk extraction, is evidence of a breach of these Terms.

7.5Accuracy. Investor Data is compiled from public sources, licensed third-party sources, information provided by investors and users, and automated processes such as matching, enrichment and inference. It may be incomplete, inaccurate, outdated or attributed to the wrong person, and contact details may be invalid or may reach someone other than the person you intend. We do not warrant the accuracy, completeness, timeliness or availability of any Investor Data, including Contact Data. Unlocks are charged when information is revealed, whether or not it turns out to be accurate or useful. Any Credit refund or replacement for inaccurate Contact Data is at our sole discretion under any policy we publish, and is your sole and exclusive remedy for inaccurate Investor Data. You are responsible for independently verifying Investor Data before relying on it.

7.6Opt-outs, corrections and deletion. Individuals may ask us to correct, suppress or delete information about them, or to stop disclosing it, and we may remove, change or suppress any Investor Data at any time without notice or liability. If we notify you, through the Services or otherwise, that an individual has requested deletion, objected to processing, opted out of the sale or sharing of their personal information, or asked not to be contacted, then within ten (10) business days you will stop contacting that individual using Investor Data, delete or suppress the relevant Investor Data in your systems (keeping only what you need to honor the request), and confirm that you have done so if we ask. You will also honor, without delay, any request made directly to you by an individual to stop contacting them.

7.7Your data protection obligations for Contact Data. Personal information you receive in Investor Data is disclosed to you as an independent business (a “third party” under the CCPA), not as HeyInvest’s service provider, and you are a controller of it under Data Protection Laws. You will:

7.8After your Subscription ends. When your Subscription or your access to a Workspace ends, your license to access Investor Data through the Services ends. You may keep Contact Data that you unlocked during your Subscription and actually used to communicate with the relevant individual, only in your own business records, only for the Permitted Purpose and subject to continued compliance with Sections 7.3, 7.6 and 7.7. You will delete all other Investor Data, including exported or copied records, within thirty (30) days.

7.9Limits, certification and excess use. We may set and change limits on searches, views, Unlocks, exports and other actions to protect the Investor Data and the Services. At our reasonable request, you will certify in writing that you comply with this Section 7. If we reasonably believe you have breached it, you will cooperate with our reasonable inquiries and, without limiting our other rights and remedies, pay for any Investor Data accessed or used beyond your entitlements at our then-current list prices.

8.1Ownership. As between you and HeyInvest, you keep all rights in your Customer Data. We claim no ownership of your pitch decks, raise information, imported lists or messages.

8.2License to HeyInvest. You grant HeyInvest and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, process, analyze, display and modify Customer Data during your Subscription, and afterward for as long as Section 18 and our Privacy Policy allow, to: (a) provide, maintain, secure and support the Services for you and your Workspace; (b) prevent fraud, abuse, spam and security incidents; (c) comply with Applicable Law and enforce these Terms; and (d) carry out your other instructions. We process Customer Personal Data as described in the Data Processing Addendum.

8.3Deliverability and suppression signals. You authorize HeyInvest to use signals arising from your use of the Services, such as bounced or invalid addresses, delivery failures, spam complaints, unsubscribe and opt-out requests and “do not contact” requests, to keep Investor Data accurate, to suppress addresses and individuals across the Services, and to protect the deliverability, reputation and security of the Services. When we do this we do not disclose the content of your messages to other customers.

8.4Usage Data and aggregated data. HeyInvest may collect and use Usage Data, and may create aggregated or de-identified data from Customer Data that does not identify you, your Workspace or any individual, for any lawful business purpose, including to operate, analyze, improve and develop the Services. HeyInvest owns all Usage Data and all such aggregated or de-identified data.

8.5Your promises about Customer Data. You represent and warrant that:

8.6Prohibited data. You will not submit, and the Services are not designed to store: government identification numbers (such as Social Security, passport or driver’s license numbers); financial account, card or bank numbers; health, biometric or genetic information; information about children under 16; precise geolocation; or any other sensitive or special category personal information under Data Protection Laws, unless a field in the Services specifically asks for it. HeyInvest has no liability for prohibited data you submit.

8.7Your copies. You are responsible for keeping your own copies of Customer Data. Except to the extent caused by our breach of Section 17, we are not liable for any loss or corruption of Customer Data.

9.1Authorization. When you connect a Connected Account, you authorize HeyInvest and its service providers, acting as your limited agent, to access that account and, as configured by you or your Workspace in the Services:

9.2You are the sender. All Outreach sent through a Connected Account is sent by you, in your name and on your instructions, even when it is scheduled, sequenced, personalized or drafted with the help of the Services. You are responsible for reviewing and approving the content, recipients, timing and volume of every campaign and automation you start.

9.3Third-party rules. Your use of LinkedIn is governed by LinkedIn’s User Agreement and Professional Community Policies, and your use of Google services is governed by Google’s terms and policies, including the Gmail Program Policies and Google Workspace policies. You are solely responsible for complying with them. HeyInvest is not affiliated with, endorsed by or sponsored by LinkedIn Corporation, Microsoft Corporation or Google LLC. LinkedIn and Google may change, restrict or discontinue access to their services or interfaces at any time, which may limit or disable features of the Services, without liability to HeyInvest.

9.4Assumption of risk.

9.5Limits and pacing. We may set and change daily, weekly and other limits, sending windows and pacing for Outreach, and may pause automations, for safety and compliance reasons. You will not try to get around these controls, including by connecting accounts you do not own or control or by using multiple accounts or domains to evade limits or filters.

9.6Connect only your own accounts. You may connect only accounts that you own, or that your employer has authorized you to use for the Permitted Purpose, and only in ways that do not violate the account provider’s terms. You may not connect or use anyone else’s LinkedIn or email account without that person’s documented authorization.

9.7LinkedIn credentials. If you connect LinkedIn by entering your LinkedIn email address and password, a two-factor authentication secret or session cookies, you authorize us to transmit them to our LinkedIn automation provider, which stores and uses them to keep your account connected and to act on your instructions. HeyInvest does not keep a copy of your password, two-factor secret or cookies. You understand the security risks of sharing these credentials, and you can end this access at any time by disconnecting the account in the Services and changing your LinkedIn password.

9.8Your network data and sharing. If you use HeyIntro, you instruct us to import and analyze your LinkedIn connections and conversation partners to identify investors and warm introduction paths. You represent that you are permitted to provide this data for that purpose. Nobody else sees your full connection list. Unless you set your intro preferences to “Nobody,” Authorized Users in your Workspace can see which investors you are connected to and can ask you for introductions. If you turn on network sharing, other HeyInvest users outside your Workspace can see your name, photo and LinkedIn profile link and which investors you are connected to, and can ask you for introductions within the limits you set. You can change these settings at any time. We do not sell your network data.

9.9Public profile information. You authorize HeyInvest to use public professional profile information about investors that the Services retrieve while performing your instructions, such as titles, employers, investment focus and profile photos, to maintain and improve the accuracy of the Investor Data for all users. This does not include your messages, your private account information or your full connection list.

9.10Google user data. HeyInvest’s use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements, as described in our Privacy Policy.

10.1Compliance. You are solely responsible for ensuring that all Outreach complies with Applicable Law, including Marketing Laws, Data Protection Laws and Securities Laws, and with the Outreach Standards in our Acceptable Use Policy. For purposes of the CAN-SPAM Act and similar laws, you are the “sender” and “initiator” of every commercial message you send using the Services.

10.2Minimum requirements for email. Without limiting Section 10.1, every commercial email you send using the Services or Investor Data must:

10.3Lawful basis and notice. Before contacting any individual, you are responsible for determining whether you may lawfully do so where that individual is located and for obtaining any consent the law requires. This includes consent under CASL for messages to recipients in Canada, consent under PECR and the ePrivacy Directive for individuals and sole traders in the UK and EU, and the notice and objection rights of the GDPR and UK GDPR. Where the law requires you to tell an individual where you obtained their personal information, you will do so.

10.4Calls and text messages. You will not use any telephone number obtained through the Services to place calls or send text messages using an automatic telephone dialing system, an artificial or prerecorded voice or an AI-generated voice, or to send marketing text messages, without the prior express written consent that the TCPA and similar state laws require. You are solely responsible for determining whether a number is a wireless number, for checking numbers against the National Do Not Call Registry, state do-not-call lists and your own internal do-not-call list where required, for observing calling-hour restrictions, and for keeping the records the law requires.

10.5Truthful identity and relationships. You will not misrepresent who you are, whom you represent, why you are making contact, or your relationship with anyone. If HeyIntro or any Output suggests mentioning a mutual connection, you will do so only if it is true, and you will not state or imply that anyone introduced, referred, recommended or endorsed you or your offering unless that person actually did.

10.6Opt-outs and suppression. You will promptly honor every request to stop contacting someone, however it reaches you, across all of your channels. The Services may stop sequences when a recipient replies, bounces or unsubscribes, and may block Outreach to addresses and individuals on HeyInvest’s suppression lists. You will not use Investor Data to contact a suppressed individual by any other means.

10.7Complaints and enforcement. We may monitor bounce, complaint, unsubscribe and reply rates and other signals, and may limit, pause or block Outreach, disconnect Connected Accounts or suspend your account if we reasonably believe your Outreach violates these Terms or Applicable Law, draws excessive complaints, or threatens the reputation, deliverability or security of HeyInvest, its providers or other users.

10.8Records. You will keep records sufficient to show that you comply with this Section 10, including consents and opt-outs where required, and will give them to us on reasonable request in connection with a complaint, inquiry or claim.

11.1What the AI Features do. The Services use artificial intelligence and machine learning, including third-party models, for features such as investor matching and fit scoring, identifying investors in your network, summaries and message drafting (the “AI Features”). AI Features generate Output probabilistically and may produce content that is inaccurate, incomplete, outdated, biased, offensive or similar to content produced for others.

11.2Review before use. You are solely responsible for reviewing all Output before you rely on it or send it, including checking facts, names, figures and claims, and for ensuring that Output and your use of it comply with these Terms and Applicable Law. Output is not investment, legal or other professional advice and does not reflect HeyInvest’s views.

11.3Ownership of Output. As between you and HeyInvest, and to the extent Applicable Law allows, you own the Output generated for you, and HeyInvest assigns to you any rights it has in that Output. Output may not be protectable by intellectual property rights, and other users may receive similar Output.

11.4Data used by AI Features. To provide AI Features, we send relevant Customer Data and Investor Data to our AI providers, which may be located outside your country and which process it to return results to us under their own terms. We may cache Output to improve speed and cost. We do not use your Customer Data to train AI models that are made available to other customers.

11.5Restrictions. You will not use AI Features to generate content that is unlawful, deceptive, defamatory, harassing, discriminatory or infringing, to impersonate anyone, or to create communications that would violate Section 6 or Section 10.

12.1Plans and pricing. The Services are offered under the plans described on our pricing page or in an Order. Unless an Order says otherwise, plans are priced per Authorized User with an owner, admin or member role (each a “paid seat”), and connectors do not occupy paid seats. Each paid seat includes the Credits stated for its plan for each billing period.

12.2Free trials. We may offer a free trial with limited Credits and features for a limited time. When a trial ends, access to paid features ends unless you subscribe. We may change or end trials at any time and may limit trials to one per person, organization or payment method.

12.3Automatic renewal.

12.4Cancellation. You may cancel a Subscription at any time from the billing page in the Services or by contacting support@heyinvest.ai. Cancellation takes effect at the end of the current billing period and you keep access until then. Except where Applicable Law requires otherwise, cancellation does not entitle you to a refund or credit for any partial period, unused paid seats or unused Credits.

12.5Seat and plan changes. Adding paid seats or upgrading your plan takes effect immediately and is charged on a prorated basis for the rest of the billing period. Removing paid seats or downgrading takes effect as described in the Services, and any resulting proration is applied as a credit to future invoices rather than refunded, unless the Services state otherwise.

12.6Credits. Credits included in a plan are allocated per paid seat for each billing period, reset at the start of each billing period and do not roll over. Purchased Credit packs are added to your Workspace’s shared balance and expire at the end of the billing period in which they are purchased, unless the Services state a longer period at the time of purchase. Credits:

12.7Price changes. We may change prices, Credit allowances and Credit costs. A change to the price of a paid Subscription takes effect at the start of your next billing period that begins at least thirty (30) days after we notify you. If you do not agree to a change, you may cancel before it takes effect.

12.8Payment, taxes and late payment. Payments are processed by our payment processor, Stripe, under its own terms, and we do not store full card numbers. You will keep a valid payment method on file and authorize us to charge it for all fees you incur. Fees do not include taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes, other than taxes on HeyInvest’s net income. If a payment fails, we may retry it, and may suspend paid features or downgrade your Workspace until payment is made. Overdue amounts may bear interest at the lesser of 1.5% per month and the highest rate the law permits, plus reasonable costs of collection.

12.9Refunds and billing disputes. Except where Applicable Law requires otherwise, all fees are non-refundable, and we do not give refunds or credits for partial periods, unused Credits, downgrades or periods in which you did not use the Services. If you believe you were charged in error, you must tell us at support@heyinvest.ai within sixty (60) days of the charge, or you waive the dispute. You agree to contact us and give us a reasonable opportunity to resolve any billing issue before you start a chargeback or payment dispute. An unjustified chargeback is a breach of these Terms, and we may suspend your account while a dispute is pending and recover the disputed amount and related fees.

13.1Acceptable Use Policy. You will comply, and will ensure your Authorized Users comply, with the Acceptable Use Policy.

13.2Restrictions. You will not, and will not allow anyone to:

13.3API access. If we provide API access, you will keep your API keys confidential, use the API only as our documentation allows and within the limits we set, and accept that we may monitor, limit or revoke API access at any time.

13.4Monitoring. We may monitor, log and review use of the Services, including Outreach content and metadata created in the Services, to operate the Services, enforce these Terms, investigate complaints and comply with Applicable Law, as described in our Privacy Policy. Information received from Google APIs is reviewed by people only as the Google API Services User Data Policy permits.

13.5Remedies for misuse. A breach of Section 7.3, Section 13.2 or the Acceptable Use Policy would cause HeyInvest irreparable harm for which money damages would not be an adequate remedy. HeyInvest may seek injunctive or other equitable relief, without posting a bond, in addition to any other remedy, and Section 22 does not prevent it from doing so in court.

14.1HeyInvest property. The Services, the Investor Data, the HeyInvest and HeyIntro names and logos, and all software, designs, text, graphics, models, interfaces and other materials we provide, together with all intellectual property rights in them, are owned by HeyInvest or its licensors and are protected by law. We reserve all rights not expressly granted in these Terms, and no rights are granted by implication or estoppel.

14.2Right to use the Services. Subject to these Terms, HeyInvest grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during your Subscription, for your Authorized Users to access and use the Services for your internal business purposes.

14.3Feedback. If you give us suggestions, ideas, bug reports or other feedback about the Services (“Feedback”), you grant HeyInvest a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, disclose and exploit that Feedback for any purpose, without obligation or attribution. Feedback is not your Confidential Information.

14.4Trademarks. You may not use HeyInvest’s names, logos or trademarks without our prior written consent.

15.1Third-Party Services. The Services work with and rely on services, data and content provided by third parties, including LinkedIn, Google, payment processors, AI model providers, data providers and infrastructure providers (“Third-Party Services”). Your use of a Third-Party Service is governed by its own terms and privacy policy, and any exchange of data between you and a Third-Party Service is solely between you and that provider.

15.2No responsibility. HeyInvest does not control and is not responsible for Third-Party Services, including their availability, accuracy or security, changes to their terms, interfaces or pricing, or the acts or omissions of their providers. If a Third-Party Service becomes unavailable or changes, we may modify or discontinue the affected features without liability.

15.3Links. Links to third-party websites are provided for convenience only and are not an endorsement.

16.1Definition. “Confidential Information” means non-public information that one party (the “discloser”) discloses to the other (the “recipient”) that is marked or identified as confidential or that a reasonable person would understand to be confidential, including your non-public raise information and pitch decks, and HeyInvest’s non-public product, pricing, security and technical information and the Investor Data as a compilation. It does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient knew without restriction before receiving it; (c) the recipient lawfully receives from a third party without a duty of confidentiality; or (d) the recipient independently develops without using the discloser’s Confidential Information.

16.2Obligations. The recipient will use the discloser’s Confidential Information only to perform its obligations and exercise its rights under these Terms, will disclose it only to its and its affiliates’ employees, contractors, advisers and service providers who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care. The recipient may disclose Confidential Information when the law or legal process requires, after giving the discloser reasonable prior notice where legally permitted so that the discloser can seek a protective order.

16.3Outreach. Information you choose to send to investors or other recipients is disclosed by you, not by HeyInvest, and HeyInvest has no confidentiality obligation for information you disclose to them.

17.1Privacy Policy. Our Privacy Policy explains how we collect, use and disclose personal information, including personal information about individuals in the Investor Data. You acknowledge that you have read it.

17.2HeyInvest as processor. When HeyInvest processes Customer Personal Data on your behalf, such as personal information in investor lists you import, information about recipients of your campaigns, and your LinkedIn and mailbox data processed to provide features to you, HeyInvest acts as your processor or service provider, and the Data Processing Addendum applies and forms part of these Terms.

17.3HeyInvest as independent controller. HeyInvest acts as an independent controller (and, under the CCPA, as a business) for account and billing information, Usage Data, the Investor Data, security and fraud prevention data, the deliverability and suppression signals described in Section 8.3, and the public profile information described in Section 9.9.

17.4Your obligations as controller. You are responsible for your own compliance with Data Protection Laws for the Customer Personal Data you process with the Services and for the Contact Data you receive, including having a lawful basis, giving notices, honoring individuals’ rights and carrying out any required assessments. You will promptly forward to us any request from an individual that concerns HeyInvest’s own processing.

17.5Security. HeyInvest maintains reasonable administrative, technical and physical safeguards designed to protect the Services and Customer Data. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur. We will notify you of a security incident affecting your Customer Data as Applicable Law and the Data Processing Addendum require.

18.1Termination by you. You may stop using the Services at any time and cancel your Subscription as described in Section 12.4. A Workspace owner may ask us to close the Workspace by contacting support@heyinvest.ai.

18.2Suspension. HeyInvest may suspend or limit access to all or part of the Services immediately, with or without notice, if we reasonably believe that:

18.3Termination by HeyInvest. HeyInvest may terminate these Terms or your account: (a) immediately on notice if you materially or repeatedly breach these Terms, including Sections 6, 7, 10 or 13; (b) immediately if Applicable Law requires; or (c) for any reason on thirty (30) days’ notice, in which case we will refund any prepaid fees for the unused part of the current billing period.

18.4Effect of termination. When these Terms or your account ends: (a) your right to access the Services and Investor Data ends; (b) unused Credits are forfeited; (c) Section 7.8 governs any Investor Data you keep; (d) all amounts you owe become due immediately; and (e) we may delete Customer Data after thirty (30) days, except as needed to comply with law, resolve disputes, enforce our agreements, prevent fraud or as our Privacy Policy describes. You may export Customer Data using the Services before your access ends. Termination for your breach does not entitle you to any refund.

18.5Survival. Any provision that by its nature should survive termination survives it, including Sections 2, 5, 6, 7.1, 7.3 to 7.9, 8.3 to 8.7, 9.4, 10, 11.2, 12 (for amounts owed), 13.5, 14, 16 and 18 to 29.

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20.1Excluded damages.

20.2Cap.

20.3Basis of the bargain.

20.4Your liability. Nothing in this Section 20 limits your obligation to pay fees, your indemnification obligations, or your liability for breach of Sections 6, 7, 10, 13 or 16.

21.1Your indemnity. You will defend, indemnify and hold harmless the HeyInvest Parties from and against all claims, demands, actions, investigations and proceedings brought by third parties or governmental authorities (each a “Claim”), and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to:

21.2Procedure. HeyInvest will notify you promptly of any Claim for which it seeks indemnification, but a delay in notice relieves you of your obligations only to the extent the delay materially prejudices you. You will control the defense with counsel reasonably acceptable to HeyInvest, except that HeyInvest may, at its option, assume the exclusive defense of any Claim at your expense, and you will cooperate in that defense. You may not settle any Claim in a way that imposes any obligation or admission on a HeyInvest Party without HeyInvest’s prior written consent. HeyInvest may participate in any defense with counsel of its choosing at its own expense.

22.1Informal resolution first. Before starting arbitration or a court action, a party must send the other a written notice of dispute (a “Notice of Dispute”) that includes the claimant’s name and account email address, a description of the dispute and the relief sought, and that is personally signed by the claimant (and by the claimant’s counsel, if any). Notices to HeyInvest must be sent to legal@heyinvest.ai. The parties will then try in good faith to resolve the dispute informally for at least sixty (60) days, including, at either party’s request, in an individual video or telephone conference in which the claimant personally participates. This process is a condition precedent to starting arbitration or litigation, and limitation periods are tolled while it is pending.

22.2Agreement to arbitrate. Except as provided in Section 22.3, you and HeyInvest agree that any dispute, claim or controversy arising out of or relating to these Terms, the Services, the Investor Data, any Outreach, or the relationship between you and HeyInvest, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms (each a “Dispute”), will be resolved exclusively by final and binding arbitration on an individual basis.

22.3Exceptions. Either party may: (a) bring an individual action in small claims court in the county of your principal place of business or in New Castle County, Delaware, if the claim qualifies and remains there; (b) seek injunctive or other equitable relief in court to protect its intellectual property rights or Confidential Information, or to stop unauthorized access to or use of the Services or Investor Data, including scraping; and (c) bring an action in court to collect unpaid fees.

22.4Rules and administrator. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its rules and procedures for multiple case filings and mass arbitrations, each as modified by these Terms (the “Rules”), which are available at www.adr.org. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on another administrator or, failing agreement, a court will appoint one. A single arbitrator will decide the Dispute. The Federal Arbitration Act, 9 U.S.C. § 1 and following, governs the interpretation and enforcement of this Section 22.

22.5Procedure and award. Unless the parties agree otherwise, the arbitration will take place in Wilmington, Delaware, or by video conference at the claimant’s election, and may be decided on written submissions alone if the amount in controversy is less than US $25,000. The arbitrator may award any individual relief that a court could award under Applicable Law and these Terms, but only in favor of the individual party seeking relief and only to the extent needed to provide relief warranted by that party’s individual claim. The award is final and binding, and judgment on it may be entered in any court with jurisdiction. The arbitration and any award are confidential, except as needed to enforce the award or as the law requires.

22.6Delegation. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including whether a Dispute is arbitrable, except that a court has exclusive authority to decide: (a) any dispute about Sections 22.7 or 22.8, including their enforceability; (b) whether the informal resolution requirement in Section 22.1 was met; and (c) whether a party opted out under Section 22.10.

22.7Class action and jury trial waiver.

22.8Mass filings. If twenty-five (25) or more similar Disputes are filed against HeyInvest by or with the help of the same or coordinated counsel or organizations within a 180-day period (a “Mass Filing”):

22.9Costs. Filing, administrative and arbitrator fees are paid as the Rules provide, except that if you show that those fees would be prohibitively expensive compared with litigation, HeyInvest will pay as much of them as the arbitrator decides is necessary to keep the arbitration from being cost-prohibitive. Each party bears its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing party where Applicable Law or these Terms allow, and may award fees and costs against a party whose claim or defense was frivolous or brought for an improper purpose, measured by the standards of Federal Rule of Civil Procedure 11(b).

22.10Thirty-day right to opt out. You may opt out of this agreement to arbitrate by emailing legal@heyinvest.ai from the email address associated with your account within thirty (30) days after you first accept these Terms, stating your name and that you opt out of arbitration. Opting out does not affect any other part of these Terms or any earlier arbitration agreement between you and HeyInvest.

22.11Time limit for claims. To the fullest extent permitted by Applicable Law, any Dispute must be started, by a Notice of Dispute followed by arbitration or a court action, within one (1) year after the claim arose, or it is permanently barred.

22.12Changes to this Section. If HeyInvest changes this Section 22 (other than a change to a notice address), you may reject the change by sending us written notice within thirty (30) days after it takes effect, in which case the version of this Section 22 in effect immediately before the change will continue to govern Disputes between you and HeyInvest. No change applies to a Dispute of which HeyInvest had actual notice before the change.

22.13Survival and severability. This Section 22 survives termination of these Terms. Except as stated in Section 22.7, if any part of this Section 22 is found unenforceable, the rest of it remains in effect, and if Section 22.2 is found entirely unenforceable, Section 23 applies to all Disputes.

23.1Governing law. These Terms and all Disputes are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs Section 22. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

23.2Venue. Subject to Section 22, any Dispute that is not arbitrated will be brought exclusively in the state and federal courts located in New Castle County, Delaware. Each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

25.1Notices. HeyInvest respects intellectual property rights. If you believe material available through the Services infringes your copyright, send a notice to our designated agent at legal@heyinvest.ai that includes the information required by 17 U.S.C. § 512(c)(3): your physical or electronic signature; identification of the copyrighted work; identification of the material you claim is infringing, with information reasonably sufficient for us to locate it; your contact information; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and a statement, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

25.2Our response. We may remove or disable access to material in response to a notice and, in appropriate circumstances, terminate the accounts of repeat infringers. Requests about information concerning you personally, such as your profile or photograph, can also be made through our privacy request form.

26.1Consent to electronic communications. You consent to receive communications from HeyInvest electronically, including by email to the address associated with your account and through notices in the Services, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. We may send you service communications, such as security alerts, billing notices and notices of changes to these Terms, even if you opt out of marketing emails.

26.2Notices. Notices to you are effective when sent to the email address associated with your account or posted in the Services. Notices to HeyInvest must be sent to legal@heyinvest.ai and are effective when received.

26.3Electronic signature. Accepting these Terms electronically, such as by checking a box or clicking a button, is your electronic signature and has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and similar laws.

27.1Changes to the Services. We may add, change, suspend or discontinue any feature, data source, integration or other part of the Services at any time. If we discontinue a material paid feature during a prepaid billing period without providing a reasonable substitute, you may cancel and receive a prorated refund of prepaid fees for the unused part of that period, as your sole remedy.

27.2Changes to these Terms. We may change these Terms from time to time and will post the updated Terms with a new version number and effective date. If a change is material, we will give you reasonable advance notice, such as by email or in the Services, and we may require you to accept the updated Terms before you continue to use the Services. Unless we say otherwise, changes take effect on the effective date shown, and your continued use of the Services after that date means you accept them. If you do not agree to a change, you must stop using the Services and cancel your Subscription. Changes do not apply retroactively, and Section 22.12 governs changes to the arbitration agreement.

28.1Entire agreement. These Terms, together with the documents incorporated in Section 1.3, are the entire agreement between you and HeyInvest about the Services and supersede all prior and contemporaneous agreements, proposals and representations, written or oral, on that subject.

28.2Assignment. You may not assign or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without HeyInvest’s prior written consent. HeyInvest may assign these Terms without consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any prohibited assignment is void.

28.3Force majeure. HeyInvest is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of or changes by internet, hosting, AI, data or other third-party providers, changes to the terms or interfaces of LinkedIn, Google or other platforms, cyberattacks and denial-of-service attacks.

28.4Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, franchise, joint venture, employment or fiduciary relationship, or, except as stated in Section 9.1, an agency relationship.

28.5No third-party beneficiaries. These Terms do not give any rights to any third party, except that the HeyInvest Parties are intended beneficiaries of Sections 19, 20 and 21.

28.6Severability and waiver. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the other provisions remain in full force. HeyInvest’s failure to enforce any provision is not a waiver of its right to do so later, and a waiver is effective only if it is in writing and signed by HeyInvest.

28.7Interpretation. Headings and the summaries shown with these Terms are for convenience only and do not affect interpretation. “Including” and similar words mean “including without limitation.” These Terms will not be construed against the party that drafted them. If these Terms are translated, the English version controls.

28.8Equitable relief. Without limiting Section 13.5, each party may seek equitable relief for a breach or threatened breach of Section 16.