Terms of Service

1. Acceptance of these Terms

These Terms of Service (“Terms”) form a binding agreement between Heard, Inc. (“Heard,” “we,” “us”) and the person or entity that creates an account, accesses, or uses our Service (“Customer,” “you”).

By creating an account, clicking to accept these Terms, or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you are accepting on behalf of a business, you represent that you have authority to bind that business; in that case “you” and “Customer” refer to that business.

If you do not agree, do not use the Service.

2. The Service

“Service” means Heard’s software platform for managing day-to-day operations of independent restaurants and cafés, accessible at useheard.io and any successor URL, including web applications, APIs, integrations, and any supporting software, documentation, or services we make available.

We may update the Service at any time, including by adding, removing, or changing features. We will not materially reduce the core functionality of your paid plan during the term you have paid for.

3. Eligibility and account registration

To use the Service, you must (a) be at least 18 years old, (b) have the legal capacity to enter into a binding contract, and (c) not be barred from using the Service under applicable law.

You agree to provide accurate and complete information when you register and to keep that information current. You are responsible for activity under your account and for safeguarding your credentials at your identity provider (Google, Microsoft, or Facebook). Notify us promptly at hello@useheard.io if you suspect unauthorized access.

4. Acceptable use

You agree not to:

• Use the Service to violate any law, regulation, or third-party right.
• Upload, transmit, or store unlawful, infringing, defamatory, obscene, or harassing content; or content you do not have the right to share.
• Attempt to gain unauthorized access to the Service, other Customers’ accounts, or any underlying systems, including by probing, penetration-testing without our written consent, or reverse-engineering the Service.
• Interfere with or disrupt the Service, including by sending excessive traffic, denial-of-service attacks, or malicious code.
• Use the Service to generate or transmit unsolicited bulk email, spam, or fraudulent content.
• Use the Service to build a competing product, service, or model.
• Resell, sublicense, or otherwise commercially exploit the Service except as expressly permitted by your plan.
• Bypass any access or usage limits we set.

We may suspend or terminate access for violations of this section, with or without notice, as described in §13.

5. Customer data and ownership

“Customer Data” means information you submit to the Service, or that we receive on your behalf from connected third-party services, in connection with your use of the Service.

• You own your Customer Data. As between you and Heard, you retain all right, title, and interest in Customer Data.
• License to operate the Service. You grant Heard a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide, secure, and improve the Service for you, and as otherwise permitted by these Terms and our Privacy Policy.
• Aggregated and de-identified data. We may compile aggregated, de-identified, or anonymized information derived from Customer Data and use it to improve and operate the Service. Such information will not identify you or any individual.
• Customer responsibility. You are responsible for the lawfulness of Customer Data and for ensuring you have the rights necessary to provide it to us.

6. Third-party integrations

The Service integrates with third-party services such as Google Business Profile, Square, Plaid, and others. Your use of those services is governed by the third party’s own terms and privacy policies. We are not responsible for, and do not warrant, third-party services or their data.

You authorize Heard to access and use the third-party services you connect on your behalf, within the scopes you grant, for the purpose of providing the Service.

7. AI-assisted features

The Service may include features that use large language models to generate suggested content, such as draft replies to customer reviews. You acknowledge that:

• AI-generated content may be inaccurate, incomplete, or otherwise unsuitable, and you are responsible for reviewing and approving any AI-generated content before publishing or acting on it.
• We do not warrant that AI-generated content will be free of errors, bias, or third-party rights infringement.

8. Fees and payment

If your access to the Service is part of a paid plan, you agree to pay the fees stated at signup or in a written order. Fees are non-refundable except as required by law or as expressly stated. We may change fees on prospective notice; new fees apply at your next renewal.

If your use of the Service is currently free (for example, during a beta), we may change to a paid model on notice; if you do not agree, you may stop using the Service at the end of any free period.

9. Confidentiality

Each party will protect the other party’s Confidential Information with the same degree of care it uses to protect its own (and no less than reasonable care), and use it only to perform under these Terms. “Confidential Information” includes Customer Data, non-public business and technical information, and anything reasonably identified as confidential at the time of disclosure. This obligation survives termination for three years; trade secrets are protected indefinitely.

10. Security

We maintain a documented information security program designed to protect Customer Data, summarized in our Information Security Policy. You are responsible for security on your side, including securing your identity-provider account, restricting team-member access appropriately, and promptly removing access for departing personnel.

11. Disclaimers

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Heard disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that any data will be accurate, complete, or preserved without loss.

Heard is not a licensed financial advisor, accountant, tax preparer, lawyer, or fiduciary. Information presented in the Service is for operational convenience and does not constitute financial, accounting, tax, legal, or professional advice.

12. Limitation of liability

To the maximum extent permitted by law:

(a) Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

(b) Each party’s total liability arising out of or relating to these Terms or the Service will not exceed the greater of (i) the total fees you paid to Heard in the 12 months before the event giving rise to the claim, or (ii) one hundred U.S. dollars ($100).

The above limits apply notwithstanding the failure of any limited remedy. Some jurisdictions do not allow these limitations; if you live in such a jurisdiction, the limits apply to the maximum extent permitted.

13. Term and termination

These Terms remain in effect while your account is active. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate your access immediately for violations of §4, security emergencies, or as required by law.

On termination:

• Your right to access the Service ends.
• We will retain or delete Customer Data per our Privacy Policy’s retention schedule.
• Sections that by their nature should survive termination (including §5, §9, §11, §12, §15, and §16) will survive.

14. Modifications to these Terms

We may update these Terms from time to time. When we make a material change, we will notify you by email or through the Service before the change takes effect. Your continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

15. Governing law and disputes

These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in Wake County, North Carolina, and each party consents to personal jurisdiction and venue there. The UN Convention on Contracts for the International Sale of Goods does not apply.

16. Miscellaneous

• Entire agreement. These Terms, together with our Privacy Policy and any order form or written agreement we sign with you, are the entire agreement between us regarding the Service.
• No assignment. You may not assign these Terms without our written consent; we may assign in connection with a merger, acquisition, or sale of assets.
• No waiver. A failure to enforce any right is not a waiver of that right.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• Force majeure. Neither party is liable for failure or delay caused by events beyond reasonable control.
• Notices. Notices to Heard must be sent to legal@useheard.io (or hello@useheard.io). Notices to you may be sent to the email address on your account.

17. Contact