Terms of Service

1. Eligibility & Acceptance

• You must be at least 18 years old and able to form a binding contract.
• If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.
• The Services are intended for business and professional use only, not for personal, household, or consumer purposes.
• You agree to comply with these Terms, our Privacy Policy, and any plan-specific or order terms you accept, which are incorporated by reference.

2. Definitions

• Platform. Our hosted software for searching, filtering, enriching, and exporting business contact and company data.
• Lead Data. Business contact records, firmographic, technographic, and signal data that we compile and make available through the Platform.
• Customer Data. Data, lists, suppression files, brand materials, and other content you upload to or generate through the Services.
• Credits / Plan. The subscription, usage allowance, or credit balance that governs how much of the Services you may consume.
• Managed Email Service. Our optional done-for-you service in which we research prospects, draft outreach, and send email on your behalf.
• Operator. A customer who resells or provides the Services to its own end clients under a white-label or partner arrangement.

3. The Services

We may modify, add, or discontinue features at any time. We will use reasonable efforts to notify you of material changes that adversely affect your use.

4. Accounts & Security

• You must provide accurate, current, and complete registration information and keep it updated.
• You are responsible for safeguarding your credentials and API keys, and for all activity that occurs under your account, whether or not authorized by you.
• You must notify us promptly of any unauthorized access or suspected security breach.
• You may not share accounts, resell seats, or allow access by anyone other than your authorized users, except under an approved Operator arrangement (Section 11).

5. Plans, Credits, Billing & Payment

• Fees, Credit allowances, and consumption rates are described on the applicable pricing page or order. By subscribing you authorize us, and our payment processor, to charge your payment method for all applicable fees.
• Payments are processed by third-party processors (including Stripe). Your use of payment features is also subject to their terms. We do not store full card numbers.
• Subscriptions renew automatically for successive periods at the then-current rate unless cancelled before the renewal date. You may cancel future renewals at any time; cancellation takes effect at the end of the current term.
• Credits are consumed as you use the Services (for example, when you export or unlock records). Except where required by law, fees and consumed Credits are non-refundable, and Credits may expire as stated in your Plan.
• Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our net income.
• We may change pricing prospectively; changes apply to your next renewal. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law) and may result in suspension.

6. Acceptable Use

You are solely responsible for your use of the Services and for complying with all applicable laws. You agree that you will not, and will not permit anyone else to:

General

• Use the Services for any unlawful, deceptive, harassing, defamatory, or fraudulent purpose.
• Violate the privacy, publicity, intellectual property, or other rights of any person.
• Reverse engineer, scrape, crawl, or otherwise extract data from the Platform except through features we provide, or circumvent rate limits, Credit limits, or access controls.
• Introduce malware, attempt to gain unauthorized access, or interfere with the integrity or performance of the Services.

Email outreach

• Comply with all applicable email laws, including the U.S. CAN-SPAM Act and Canada's Anti-Spam Legislation (CASL). Note that CASL is consent-based and imposes stricter requirements for messages to Canadian recipients.
• Include accurate header and sender information, a truthful subject line, a valid physical postal address, and a functioning unsubscribe mechanism in your messages.
• Honor opt-out and unsubscribe requests promptly and maintain and apply suppression lists (Section 10).
• Not send messages with false or misleading content, or to recipients you are prohibited from contacting.

Telephone and text

• Comply with the Telephone Consumer Protection Act (TCPA), Do-Not-Call rules, and any analogous Canadian or state requirements before calling or texting any number obtained through the Services, including obtaining any required consent.

7. Lead Data License & Restrictions

Subject to these Terms and your Plan, we grant you a limited, non-exclusive, non-transferable, revocable license to use Lead Data you export for your own internal business outreach, sales, and research. You may not:

• resell, sublicense, rent, publish, or otherwise redistribute raw Lead Data to third parties, except as expressly permitted under an Operator arrangement (Section 11);
• use Lead Data to build, train, or enrich a competing data product or database, or to provide a data brokerage or list-rental service;
• remove proprietary notices, or represent Lead Data as your own proprietary dataset; or
• retain or continue using exported Lead Data in violation of an opt-out, suppression, or deletion request you become aware of.

8. Your Data & Content

• As between you and us, you retain ownership of your Customer Data and of the final outreach content produced for you.
• You grant us a worldwide, non-exclusive license to host, process, and use Customer Data solely to provide, secure, and improve the Services for you and to comply with law.
• You represent and warrant that you have all rights, permissions, and lawful bases necessary to provide your Customer Data to us and to have it processed as contemplated here, including any consents required for the contacts on your own lists.
• You are responsible for maintaining your own copies of Customer Data and exported results.

9. Managed Email Service

If you engage the Managed Email Service, the following apply in addition to the rest of these Terms:

• We will perform research, copywriting, and sending in accordance with the scope agreed for your engagement. You are the originator of the outreach and remain responsible for its lawfulness and for the products, services, and claims it promotes.
• You are responsible for designating and authorizing the sending domains, mailboxes, and infrastructure used for your campaigns, and for any provider terms that apply to them.
• You will review and approve messaging, targeting, and suppression parameters as part of onboarding and on an ongoing basis. You may direct us to stop sending at any time.
• We will apply your suppression lists and our global suppression, include required unsubscribe handling, and follow our Acceptable Use requirements.
• We do not guarantee deliverability, inbox placement, open rates, reply rates, meetings, or revenue. Results depend on many factors outside our control.

10. Suppression & Opt-Out Obligations

• You must maintain a current suppression list of recipients who have opted out, bounced, complained, or who you are otherwise prohibited from contacting, and you must apply it to all outreach.
• Where the Services provide a suppression upload feature, you must upload and keep your suppression list current before sending.
• You must process opt-out requests promptly and must not re-contact a recipient who has opted out.
• We maintain a global suppression and removal process for individuals who ask to be excluded from our database or outreach, and you agree to honor removals propagated to you.

11. Reseller / Operator / White-Label Program

If you access the Services to provide them to your own end clients ("sub-clients"), the following apply:

• You are an independent contractor, not our agent, partner, or representative, and you have no authority to bind us.
• You must flow down terms at least as protective as these Terms (including the Acceptable Use and data-use restrictions) to each sub-client, and you are responsible for your sub-clients' compliance and conduct as if they were your own.
• If you bill sub-clients directly (including through connected payment accounts), you are solely responsible for your own pricing, invoicing, taxes, refunds, and support to those sub-clients.
• You will indemnify us for claims arising from your or your sub-clients' use of the Services, in addition to the indemnity in Section 17.
• Additional Operator terms may apply under a separate written agreement, which controls in the event of conflict.

12. Intellectual Property

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

13. Third-Party Services

The Services rely on and may interoperate with third-party services (for example, payment processing, hosting, email infrastructure, and AI providers). We are not responsible for third-party services, and your use of them may be subject to their own terms.

14. Confidentiality

Each party may access non-public information of the other. The receiving party will use such information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.

15. Disclaimers

16. Limitation of Liability

• To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill.
• Our total aggregate liability arising out of or related to the Services will not exceed the amounts you paid to us for the Services in the twelve (12) months preceding the event giving rise to the claim.
• These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some may not apply to you.

17. Indemnification

You will defend, indemnify, and hold harmless Hypertouch and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Customer Data; (c) your outreach campaigns and the products or services they promote; (d) your violation of these Terms or applicable law (including email, telemarketing, privacy, and data-protection laws); or (e) your sub-clients' acts or omissions.

18. Suspension & Termination

• You may stop using the Services and cancel at any time. Cancellation stops future renewals; it does not entitle you to a refund of pre-paid fees or consumed Credits except as required by law.
• We may suspend or terminate your access immediately if you breach these Terms (including the Acceptable Use requirements), fail to pay, create risk or legal exposure for us, or use the Services in a manner that could harm others.
• On termination, your license to use the Services and Lead Data ends and you must stop using and, on request, delete Lead Data, except records you have lawfully and permissibly incorporated into your own active customer relationships.
• Sections that by their nature should survive (including 6–8, 12, 14–17, 20–22) survive termination.

19. Changes to the Services or Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by email or through the Services. Changes are effective when posted unless stated otherwise, and your continued use after the effective date constitutes acceptance.

20. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of [GOVERNING STATE], without regard to conflict-of-law rules. Except for claims that may be brought in small-claims court or for injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration on an individual basis. To the extent permitted by law, you and we waive any right to a jury trial and to participate in a class or representative action. If the class-action waiver is found unenforceable, the arbitration provision is void.

21. General

• Entire agreement. These Terms, the Privacy Policy, and any order or Plan terms are the entire agreement between you and us regarding the Services.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• No waiver. Our failure to enforce any provision is not a waiver.
• Notices. We may provide notices to you by email or through the Services.
• Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.