Effective: 2026-05-10
Last updated: 2026-05-10
Version: 2.0

These Terms of Service (these “ToS”) are entered into by and between Heyou Research and Development Ltd, a company incorporated under the laws of the State of Israel (the “Company” or “Heyou”), and the customer identified in the Order Form to which these Terms of Service are annexed (the “Customer”). The Company and Customer are each referred to herein as a “Party” and collectively as the “Parties.”

1. Definitions

Services means the Heyou relationship intelligence platform and related APIs, agents, mobile and web applications, and professional services, as described in the applicable Order Form.

Customer Data means data that the Customer, acting through its admins or Authorized Users in the course of their work for Customer, makes available to the Services at the organizational level, including: (i) CRM, employee directory, and corporate email and calendar metadata accessed via Customer-authorized integrations; (ii) professional network data contributed by Authorized Users, meaning professional connections, public posts, and public profile fields that a User is exposed to through the User’s authenticated session on professional platforms and contributed to the organization’s relationship graph in the course of the User’s work for Customer; (iii) employee directory and org-graph data; (iv) relationship signals derived from the foregoing; and (v) outputs generated by Heyou agents. Customer Data is held at the organization tenant level.

User Data means data an Authorized User connects to the Services from personal resources — resources that are intrinsically personal rather than professional, such as a private email account, a personal messaging app, or direct private one-to-one messages on a professional network visible only to that User. User Data is held at the User level and is not available to the Customer, including Customer admins, or to other Authorized Users unless the Authorized User affirmatively chooses to share specific User Data with the organization. Heyou never ingests the content of personal messages connected as User Data — only metadata such as from, to, timestamp, and similar signals used to infer relationship strength.

Authorized Users means Customer’s employees and contractors permitted to access the Services under Customer’s account.

Order Form means a mutually executed ordering document referencing these ToS.

Documentation means the product documentation made available by Heyou, as updated.

Confidential Information has the meaning given in Section 8.

2. Access and License

Subject to Customer’s and its Authorized Users’ continued compliance with these ToS (including the use restrictions in Section 2 and Customer’s responsibilities in Section 3), the Acceptable Use Policy, the Documentation, and the applicable Order Form, and conditioned on Customer’s timely payment of all applicable fees, Heyou grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to permit its Authorized Users to access and use the Services solely for Customer’s internal business purposes and only up to the usage volumes, user counts, and other entitlements set forth in the applicable Order Form. No rights are granted by implication, estoppel, or otherwise, and all rights not expressly granted in these ToS are reserved by Heyou and its licensors.

Restrictions on Use

Customer and its Authorized Users will not, and will not permit or encourage any third party to:

(a) copy, modify, translate, or create derivative works of the Services or any part of them;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, programming interfaces, or non-public aspects of the Services, except and only to the extent that applicable law expressly permits such activity notwithstanding this restriction;

(c) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security, authentication, or rate-limiting measures, except through Heyou’s coordinated vulnerability disclosure program;

(d) perform intrusive security research, penetration testing, red-teaming, or similar activity against the Services without Heyou’s prior written approval, except for good-faith vulnerability reporting under Heyou’s coordinated vulnerability disclosure process;

(e) access the Services to build, train, or benchmark a competing product or service, or copy the Services’ features or user interface;

(f) use any automated system, robot, spider, or similar means to access the Services other than Heyou-provided APIs used in accordance with the Documentation;

(g) remove, obscure, or alter any proprietary notices; or

(h) resell, sublicense, rent, lease, or otherwise make the Services available to any third party.

Nothing in this Section prevents Customer or an Authorized User from reporting a suspected vulnerability to security@heyou.com in good faith under Heyou’s coordinated vulnerability disclosure program.

3. Customer Responsibilities

Customer is responsible for:

(a) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it;

(b) honoring data-subject rights, including requests for access, rectification, erasure, restriction, portability, objection, and equivalent rights under applicable law, including by removing affected data from Customer’s tenant and ensuring it is not reintroduced through subsequent integration syncs;

(c) using the Services in accordance with the Acceptable Use Policy, including the prohibition on using AI-generated outputs to make decisions that produce legal or similarly significant effects on individuals;

(d) securing its own credentials, SSO configuration, and API keys;

(e) ensure that Authorized Users comply with these ToS;

(f) determining whether the Services are appropriate for Customer’s regulatory context; and

(g) ensuring that Customer’s and Authorized Users’ connection and use of the Services with third-party platforms complies with the terms of service and acceptable use policies of those platforms. By connecting a third-party account, Customer and the relevant Authorized User authorize Heyou to access that platform on the Authorized User’s behalf solely to perform the requested read-oriented analysis and product functions, and only to access information the Authorized User would otherwise be able to access in the normal course of using that platform. Heyou does not use this authorization to write back to third-party services or perform externally visible engagement actions on behalf of users. Heyou does not operate a general-purpose public web crawler and is not designed to bulk-harvest external platforms. Where Heyou reads professional context from user-authorized sources, processing is scoped to the authorized user context, customer configuration, and applicable product controls.

Heyou may provide templates, sample notices, and other compliance assistance on request. Heyou does not provide legal advice; Customer remains responsible for its compliance obligations.

4. Fees and Payment

Fees are as set out in the Order Form. Unless the Order Form states otherwise, fees are invoiced annually in advance, payable net 30 days, non-refundable except as expressly stated, and exclusive of taxes. Heyou may suspend Services for non-payment only after written notice and an opportunity to cure.

5. Term and Termination

These ToS begin on the Effective Date and continues for the Subscription Term stated in the Order Form, renewing for successive terms unless either party gives written notice of non-renewal in accordance with the Order Form. Either party may terminate for material breach not cured within the applicable cure period or immediately if the other party becomes insolvent. On termination, Customer’s access ends, and Customer Data is handled per Section 9.

6. Intellectual Property

As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer hereby grants Heyou and its affiliates and subcontractors a non-exclusive, worldwide, royalty-free right and license to host, copy, transmit, process, display, and otherwise use Customer Data and User Data as necessary to provide, secure, support, and improve the Services and to perform Heyou’s rights and obligations under these ToS, the DPA, and the applicable Order Form. As between the Parties, Heyou exclusively owns and retains all right, title, and interest, including all intellectual property rights, in and to the Services, the underlying software, source code, models, algorithms, architectures, training data, weights, configurations, know-how, methodologies, templates, user interfaces, the Documentation, and all improvements, enhancements, modifications, derivative works, and customizations thereto, whether developed by Heyou alone or jointly with or at the request or suggestion of Customer or any Authorized User. All rights not expressly granted to Customer in these ToS are reserved by Heyou and its licensors.

Heyou may collect, generate, and use aggregated, de-identified, anonymized, or statistical data derived from or relating to the operation, configuration, performance, and use of the Services (“Usage Data”), and Heyou will own all right, title, and interest in and to such Usage Data. Heyou may use Usage Data on a perpetual, irrevocable, worldwide, royalty-free basis for any lawful business purpose, including to operate, secure, support, benchmark, develop, and improve the Services and Heyou’s other products and services, provided that such Usage Data does not identify, and is not used to identify, Customer, any Authorized User, any Data Subject, any other natural person, or Customer-specific business processes.

Heyou does not use Customer Data or User Data to train third-party generative AI foundation models. Heyou may use Customer Data and derived signals to improve proprietary non-generative relationship-scoring, classification, calibration, and path-ranking models only as permitted by these ToS, our Data Processing Addendum (“DPA”), and the applicable Order Form. Nothing in these ToS grants Customer any rights in Heyou’s intellectual property other than the limited license granted in Section 2.

7. Feedback

If Customer provides feedback, Heyou may use it without obligation. Heyou will not attribute feedback to Customer or any individual without consent.

8. Confidentiality

Each party will protect the other’s Confidential Information using at least the same standard of care it uses for its own confidential information, and no less than a reasonable standard of care. Each party will use the other party’s Confidential Information only to perform under these ToS and will disclose it only to personnel and advisors with a need to know and bound by similar confidentiality obligations. Confidentiality obligations survive termination in accordance with the applicable agreement; trade secrets remain protected for as long as they remain trade secrets.

9. Privacy, Data Export and Deletion

The Services are not intended to, and will not, operate as an archive or data storage product or service, and you agree not to rely on the Services for the storage of any data whatsoever. You are solely responsible for backing up any data.

We will use any personal information that we may collect or obtain in connection with the Services in accordance with our Privacy Policy and DPA, which are hereby incorporated by reference into these ToS, and you agree that we may do so. The Privacy Policy explains how we collect, use, and protect personal information, while the DPA governs the processing of personal data on your behalf in compliance with applicable data protection laws. You acknowledge that you are not legally obligated to provide us with personal information, and you confirm that any personal information you provide to us is provided voluntarily. You are solely responsible for maintaining the security of your device against unauthorized access.

During the Subscription Term and for the post-termination export period stated in the Order Form or DPA, Customer may export Customer Data via the Services or a documented API where available. After that period, Heyou will delete Customer Data from production systems within the period stated in the DPA or applicable retention schedule, except where retention is required by law. Backup deletion follows the retention schedule.

10. Warranties

Heyou warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) Heyou will not materially decrease the security or functionality of the Services during the Subscription Term; and (c) Heyou will perform the Services in a professional and workmanlike manner.

Customer warrants that it has the right to provide Customer Data to Heyou, that Customer’s use of the Services complies with applicable law, and that Customer has given any notices and obtained any consents required from its employees and from third parties whose personal data is processed.

Except as expressly stated, the Services are provided “as is.” Heyou disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Heyou does not warrant that AI-generated outputs, including suggested introduction paths, draft messages, or relationship scores, are accurate, complete, or suitable for any specific purpose. Customer is responsible for reviewing and validating such outputs before acting on them.

11. Indemnification

By Heyou

Heyou will defend Customer and its officers, directors, and employees (the “Customer Indemnitees”) against any third-party claim, suit, or proceeding (“Claim”) to the extent alleging that the Services, when used by Customer in accordance with these ToS, the Documentation, and the applicable Order Form, directly infringe a valid patent, registered copyright, registered trademark, or misappropriate a trade secret of such third party, and will indemnify the Customer Indemnitees for damages, settlement amounts, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Heyou.

If the Services become, or in Heyou’s reasonable opinion are likely to become, the subject of an infringement Claim, Heyou may, at its option and expense: (i) procure for Customer the right to continue using the Services; or (ii) modify or replace the Services so that they are non-infringing without materially diminishing their functionality.

Heyou will have no obligation under this Section to the extent any Claim arises out of or relates to: (a) Customer Data, User Data, or any other materials, data, or content provided, uploaded, or made available by or on behalf of Customer or any Authorized User; (b) use of the Services in combination with any software, hardware, data, service, or system not provided or authorized in writing by Heyou, where the Claim would have been avoided absent such combination; (c) modifications to the Services not made or authorized by Heyou; (d) use of the Services other than in accordance with these ToS, the Documentation, the Acceptable Use Policy, or applicable law; (e) Customer’s continued use of an allegedly infringing version of the Services after Heyou has made a non-infringing version available; or (f) any free, beta, evaluation, or no-charge use of the Services. This Section states Heyou’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any Claim of infringement or misappropriation of intellectual property rights.

By Customer

Customer will defend, indemnify, and hold harmless Heyou and its affiliates, and their respective officers, directors, employees, agents, and representatives (the “Heyou Indemnitees”) from and against any and all Claims brought by a third party, and will pay all damages, fines, penalties, settlement amounts, and reasonable attorneys’ fees finally awarded against the Heyou Indemnitees by a court of competent jurisdiction or agreed in a settlement, to the extent arising out of or relating to: (a) Customer Data, User Data made available to Heyou by or through Customer or any Authorized User, or any other materials, data, or content provided, uploaded, transmitted, or otherwise made available by or on behalf of Customer or any Authorized User, including any allegation that such data or content infringes, misappropriates, or violates any intellectual property right, privacy right, publicity right, or other right of any third party, or violates any applicable law; (b) Customer’s or any Authorized User’s breach of Section 3 (Customer Responsibilities), Section 8 (Confidentiality), or the Acceptable Use Policy; (c) Customer’s or any Authorized User’s violation of applicable law, including data-protection, employment, and labor laws, or violation of the terms of service or acceptable use policies of any third-party platform connected to the Services; (d) any decision or action taken by Customer or any Authorized User in reliance on AI-generated outputs of the Services; or (e) Customer’s or any Authorized User’s gross negligence, willful misconduct, or fraud.

Procedure

The indemnified party will provide the indemnifying party with prompt written notice of any claim for which indemnification is sought, provided that failure to provide timely notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure. The indemnifying party will have the right to assume sole control of the defense and settlement of any such claim, including the selection of counsel reasonably acceptable to the indemnified party. The indemnified party will reasonably cooperate with the indemnifying party in the defense of the claim, including by making available relevant records, personnel, and information, at the indemnifying party’s expense. The indemnified party may participate in the defense at its own expense with counsel of its own choosing.

The indemnifying party will not consent to the entry of any judgment or enter into any settlement that (i) admits fault or liability on behalf of the indemnified party, (ii) imposes non-monetary obligations or restrictions on the indemnified party, or (iii) does not include an unconditional release of the indemnified party from all liability with respect to the claim, in each case without the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. If the indemnifying party does not assume control of the defense within a reasonable period after receiving notice, the indemnified party may defend the claim at the indemnifying party’s expense.

12. Limitation of Liability

Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither Party will be liable to the other Party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or related to these ToS, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and even if the Party has been advised of the possibility of such damages.

Cap on Aggregate Liability

Except with respect to Excluded Claims (defined below), each Party’s total cumulative liability arising out of or related to these ToS, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the aggregate fees actually paid or payable by Customer to Heyou under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to the claim.

13. Publicity

Heyou may list Customer’s name and logo on its website and investor materials, unless Customer opts out in writing.

14. Governing Law and Disputes

These ToS are governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel for the resolution of any dispute arising out of or related to these ToS, and each Party waives any objection to venue or jurisdiction in such courts. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. General

Severability. If any provision of these ToS is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, severed from these ToS, and the remaining provisions will continue in full force and effect.

Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these ToS will operate as a waiver, nor will any single or partial exercise preclude any further exercise. Any waiver must be in writing and signed by the waiving Party to be effective, and a waiver of any breach will not constitute a waiver of any subsequent breach.

No Third-Party Beneficiaries. These ToS are for the sole benefit of the Parties and their permitted successors and assigns. Nothing in these ToS, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

Relationship of the Parties. The Parties are independent contractors. Nothing in these ToS creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other’s behalf.

Force Majeure. Heyou will not be liable, and will not be deemed in breach of these ToS, for any failure or delay in performance of its obligations to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government action, epidemics or pandemics or, labor disputes.

Survival. Any provision of these ToS that by its nature or express terms is intended to survive termination or expiration will so survive, including provisions relating to definitions, fees and payment accrued prior to termination, intellectual property, confidentiality, data export and deletion, indemnification, disclaimers, limitations of liability, governing law and disputes, and this General section.

Headings and Construction. Section headings are for convenience only and do not affect the interpretation of these ToS.

Neither party may assign these ToS without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound.

Legal notices are sent to the addresses identified in the Order Form or applicable agreement.

Heyou may update these ToS from time to time. When Heyou does, it will post an updated version on the applicable page of its website, unless another type of notice is required by applicable law. Heyou may also modify the Documentation, third-party software lists (if available), and other online documents incorporated by reference into these ToS (including their respective appendixes), by updating the respective web page. Customer’s continued use of the Services following such an update constitutes acceptance of the changes.

The ToS, DPA, Acceptable Use Policy, Order Forms, and Documentation constitute the entire agreement. In case of conflict, the order of precedence is: (1) Order Form, (2) DPA, (3) ToS, (4) Acceptable Use Policy, (5) Documentation.

Questions? Email legal@heyou.com or privacy@heyou.com.