Terms of Service

Last updated: September 28, 2026

These Terms take effect for a Customer upon acceptance under Section 1. Changes for existing Customers are governed by Section 25. Schedules A, B, and C form part of these Terms as specified below.

1. Agreement; affirmative acceptance; authority

These Terms of Service ("Terms") are a binding agreement between Heysegment LLC, a Florida limited liability company ("Heysegment," "we," or "us"), and the business or other entity identified when an authorized representative accepts these Terms ("Customer" or "you"). If you operate as a sole proprietor, you are the Customer. An employee or agent accepting for an entity represents that the entity exists and that the individual has actual authority to bind it.

You must affirmatively accept these Terms through the acceptance mechanism presented by Heysegment or sign an agreement incorporating them before activating the Service. An automatically provisioned account, a third-party installation, or possession of login credentials is not, by itself, permission to activate messaging. Authorized Users act under Customer's agreement and permissions; individuals are not personally guaranteeing an entity's debts merely by using its account.

THE SERVICE IS OFFERED ONLY ON THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT ACTIVATE, CONNECT FOR LIVE MESSAGING, OR USE THE SERVICE. THESE STANDARD TERMS ARE NON-NEGOTIABLE EXCEPT THROUGH A WRITTEN AMENDMENT SIGNED BY AN AUTHORIZED HEYSEGMENT OFFICER. SECTIONS 12, 20, 21, AND 22 ALLOCATE MATERIAL RISKS, INCLUDING SOFTWARE ERRORS, A $10,000 AGGREGATE COMPANY LIABILITY CAP, AND CUSTOMER DEFENSE AND INDEMNIFICATION OBLIGATIONS.

You consent to electronic contracting and notices and may retain a copy of the accepted Terms. Your acceptance does not supply any Contact's consent to receive messages. These Terms do not retroactively create consumer consent, release accrued claims, or establish that a person accepted an earlier agreement. Any assumption of pre-formation agreements remains subject to the applicable agreement and law.

2. Defined terms

"Service" means Heysegment's websites, hosted software, interfaces, white-label features, documentation, and enabled integrations. "Client Business" means a business for which Customer uses the Service, including Customer when it communicates for its own business. "Authorized User" means a person Customer permits to access its account. "Contact" means an individual whose information is submitted to or processed through the Service, including a recipient of a message.

"Provider" means a third-party communications service, including Twilio, Signal House, SendGrid, Mailgun, or another supported provider. "Connected Account" means a Provider account, subaccount, phone number, messaging service, domain, or sender identity that Customer is entitled to use and connects to the Service. "Customer Campaign" means a message, sequence, review request, marketing communication, reply, publication, or other customer-facing activity configured or enabled through Customer's account, including automated activity. "Customer Content" includes submitted contact data, consent records, message content, branding, instructions, and content Customer adopts from the Service.

"Applicable Requirements" means laws, regulations, enforceable governmental orders, and Provider, carrier, registry, and platform requirements applicable to the relevant party, activity, account, industry, location, or recipient. "Heysegment Parties" means Heysegment, its affiliates, and their respective officers, managers, members, employees, contractors, licensors, and service providers, in their capacities related to the Service.

3. What Customer is purchasing; the software intermediary role

3.1 Brand Experience Enablement Platform

Customer purchases a limited license to a white-label brand-experience and workflow interface. The Service provides tools for customer-experience improvement, reputation management, message preparation, campaign configuration, integration, analytics, and industry-oriented suggestions. It is not a purchase of telecommunications service, phone-number ownership, a consumer lead list, outsourced campaign management, legal advice, regulatory certification, or guaranteed marketing results. Calling the product a brand-experience platform does not change its actual technical functions.

3.2 No independent customer-campaign operator

Heysegment is not a telecommunications carrier and does not independently choose to market a Client Business to Contacts. Heysegment does not act as Customer's outsourced advertiser or independently originate Customer Campaigns on its own behalf. As between Heysegment and Customer, Customer and the relevant Client Business are responsible for the business decision to communicate, the audience, the adopted content, and the campaign settings.

3.3 Technical processing is disclosed

The Service can generate suggested content, create message jobs, call a Provider's API, and transmit instructions and content to Customer's Provider using Connected Accounts. The Provider and carriers transport messages. These technical functions can occur automatically under Customer's standing instructions, including instructions received through an authorized integration such as Zapier. Nothing in these Terms denies that technical processing occurs, determines a party's statutory status regardless of the facts, or excuses a legal duty independently imposed on Heysegment.

3.4 Separate Heysegment communications

Heysegment's own account, billing, security, support, or separately consented marketing communications are not Customer Campaigns. Heysegment remains responsible for Applicable Requirements governing its own communications.

4. Accounts, security, and HighLevel integration

The Service is for business use by adults who are at least 18. Customer must keep its legal identity, account information, billing details, and compliance contact current; use appropriate access controls and any required multifactor authentication; safeguard credentials; and promptly report suspected unauthorized access. Customer is responsible for its Authorized Users' and Client Businesses' conduct and for activity attributable to their instructions or failure to secure their access, subject to Heysegment's own obligations under these Terms and nonwaivable law.

When Customer installs, authorizes, or accesses the HighLevel/GoHighLevel integration, it instructs Heysegment to receive permitted identity, agency, company, location, role, permission, installation, OAuth, CRM, business, and communications data and to use that data to establish and maintain accounts and access memberships. Agency- or company-level users identified by HighLevel may be provisioned as Account Owners; location-only users may receive access to the corresponding linked business. An unlinked location may result in a user profile without business access.

Customer must verify the authority of the installer, the accuracy of HighLevel roles, and the resulting Heysegment permissions. An agency-wide owner role can expose multiple Client Businesses, settings, and billing functions. Customer must promptly remove access in both systems when no longer authorized. Uninstalling an integration or changing a HighLevel role may not revoke an existing Heysegment session, profile, membership, or Connected Account credential; Customer must revoke those separately or contact support. Customer must not rely on uninstallation alone to stop a campaign.

Automatic provisioning does not eliminate the acceptance requirements in Section 1 or Customer's obligation to obtain Client Business authorization. HighLevel is independent of Heysegment; the integration does not imply affiliation or endorsement.

5. Agencies, Client Businesses, and mandatory downstream agreements

Before onboarding a Client Business, Customer represents and warrants that it has documented authority to access its systems, use its branding and sender identities, process its Contacts' information, and configure campaigns and review activity. Customer remains directly responsible to Heysegment for every Client Business and Authorized User using its account, even if that person separately accepts terms, disputes Customer's authority, or fails to pay Customer.

Before enabling a Client Business's live activity, Customer must obtain that business's enforceable assent to the Client Business Messaging and Platform Rider in Schedule B, or another written form approved by Heysegment providing no less protection. Customer must provide the relevant Terms and preserve the accepted version and evidence of assent. An agency may accept on behalf of a Client Business only with documented actual authority specifically covering these obligations.

Each Client Business must maintain its own accurate, publicly accessible privacy notice, messaging program terms, and consent disclosures identifying the actual brand and program. Those consumer disclosures must explain the use of technology and communications providers where required. They must not falsely suggest that receiving a message makes a Contact a Heysegment customer or waives statutory rights.

Default protection if Customer omits the rider. Schedule B is the required default form, not an automatic contract with a non-assenting third party. If Customer fails to obtain the required assent, Customer must not enable the affected Client Business. Any unauthorized activation is a material breach. Customer nevertheless remains liable as principal for all obligations it undertook concerning that business, and must defend and indemnify the Heysegment Parties under Section 22 for covered claims and losses, including losses caused by the missing agreement or lack of authority. Customer's breach does not impose obligations on a Contact or non-assenting Client Business.

Customer may not make warranties, guarantees, refunds, service commitments, or representations on Heysegment's behalf. Customer is solely responsible for its pricing, billing, services, and contracts with Client Businesses.

6. Customer-supplied Provider accounts and registrations

Customer supplies and maintains its own Connected Accounts, or accounts lawfully controlled by the relevant Client Business. Connecting an account does not transfer ownership of the account, a phone number, or its underlying Provider relationship to Heysegment. Customer must accept Schedule A before activating a connection for live messaging.

Customer represents and warrants that it has permission to use every connected credential, number, domain, sender identity, and brand, including permission to authorize the Service's API access. Customer is responsible for Provider contracting, payment, account security, account standing, and compliance with the Provider's requirements, including rules applicable to software vendors, agencies, resellers, or delegated account access where relevant to Customer's role.

Before traffic begins, Customer must complete and maintain all applicable brand and campaign registrations, A2P 10DLC approvals and number associations, toll-free verifications, short-code approvals, and email authentication requirements. Registration must identify the actual Client Business, use case, opt-in flow, and sample content accurately. Customer may not operate unrelated businesses under a misleading shared brand or campaign, substitute an informational registration for marketing traffic, or use a new number or account to evade restrictions. Registration approval is not consumer consent or a legal safe harbor.

Customer is responsible for Provider charges, carrier assessments properly attributable to its activity, registration charges, rate limits, throughput, filtering, and deliverability, subject to any proven claim against Heysegment under Section 21. Providers independently control their services. Assistance with a form or configuration is technical assistance based on Customer's supplied facts, not a compliance determination or an assumption of Customer's duties. This allocation does not relieve Heysegment of Provider obligations independently applicable to Heysegment's actual role.

7. Customer directions; automated messages are Customer Campaigns

Customer must affirmatively approve a campaign's audience or eligibility rules, business identity, message content or generation instructions, channels, sending windows, cadence, and automation before activation. Choosing an available default constitutes Customer's selection only when the default is disclosed and Customer affirmatively adopts or enables it.

By activating a campaign, workflow, trigger, follow-up, automatic reply, automatic publication, recurring schedule, or approved integration rule, Customer gives standing instructions for the resulting activity within those approved parameters. That instruction may cover later-added Contacts only to the extent Customer deliberately configured that eligibility and possesses the required consent for each Contact. Customer need not press a separate "send" button for each message for it to be a Customer Campaign.

AS BETWEEN THE CONTRACTING PARTIES, CUSTOMER AND THE RELEVANT CLIENT BUSINESS ARE THE RESPONSIBLE BUSINESS SENDERS OF THEIR CUSTOMER CAMPAIGNS, INCLUDING AUTOMATIC MESSAGES EXECUTED THROUGH THEIR CONNECTED ACCOUNTS. HEYSEGMENT DOES NOT INDEPENDENTLY SELECT OR LAUNCH THOSE CAMPAIGNS AS ITS OWN MARKETING. CUSTOMER'S USE OF SOFTWARE, TEMPLATES, AUTOMATION, OR THIRD-PARTY TRANSPORT DOES NOT TRANSFER CUSTOMER'S COMPLIANCE DUTIES TO HEYSEGMENT.

Customer must instruct its personnel and Client Businesses about these standing authorizations and how to stop them. Customer may withdraw a standing instruction by disabling the relevant activity and, when necessary, revoking Provider access. Already submitted or queued Provider traffic may not be retractable.

An activity outside Customer's instructions may be a software or integration error governed by Sections 12, 20, and 21. These Terms do not deem an error to be consumer consent, conclusively decide the cause of an incident, or authorize unlawful messages.

8. Continuing compliance representations and warranties

Customer represents, warrants, and covenants, upon acceptance and throughout each affected use, that it and every Client Business will comply with all Applicable Requirements, including, where applicable, the TCPA and FCC rules; federal and state do-not-call requirements; state telephone-solicitation, telemarketing, privacy, and consumer-protection laws, including the Florida Telephone Solicitation Act; CAN-SPAM; applicable carrier and CTIA requirements; Provider policies; and review-platform and advertising rules.

Customer must independently determine which requirements apply based on recipient location, message purpose, technology, industry, and business activities. It must maintain necessary registrations, licenses, bonds, policies, staff training, do-not-call procedures, and compliance records; observe applicable local sending hours and frequency limits; and comply with restrictions on commercial email, including accurate headers, required advertising identification, a valid postal address, and effective unsubscribe mechanisms.

Customer further represents that all information supplied about its legal identity, authority, registrations, message purposes, consent, suppression, privacy practices, and campaign content is complete, accurate, and not misleading in any material respect. Customer must promptly correct a material inaccuracy, suspend affected activity until corrected, and notify Heysegment if the inaccuracy creates a compliance risk. Merely checking a certification box does not cure an inaccurate statement or missing consent.

Unless Heysegment expressly approves otherwise in writing, Customer may direct Customer Campaigns only to recipients in the United States. Written approval of another jurisdiction is not a legal assessment; Customer must first satisfy applicable local electronic-marketing and privacy laws and any required data-processing or transfer arrangements. Applicable Requirements are minimum obligations; the Service's contractual restrictions may be stricter.

9. Consent, audience eligibility, and proof

Before initiating outbound SMS/MMS through the Service, Customer must obtain and retain verifiable, affirmative prior express written consent for the identified Client Business and the relevant message subject, together with any further consent Applicable Requirements demand. This is a contractual platform requirement and is not a representation that every law imposes the same consent standard for every message.

A direct, nonpromotional response to an individual's inbound request is permitted without a separate written marketing enrollment only when Applicable Requirements permit it, the response stays within the request's scope, and the inbound request is retained as evidence. It does not authorize a recurring or marketing campaign. Customer must not send an unsolicited text merely to ask for permission to send future texts.

Consent disclosures must identify the actual brand, describe the message purposes and recurring nature or frequency, disclose potential message and data charges, provide opt-out and help information, and link the relevant business's privacy notice and messaging terms. Marketing consent must not be a condition of purchasing goods or services. No prechecked box, concealed disclosure, unsupported third-party consent, or inference from a purchase, visit, phone-number entry, public listing, or CRM import satisfies this contractual requirement.

Customer may not use purchased, rented, scraped, harvested, or shared lead lists to launch campaigns through the Service. Consent for one business, purpose, or program does not automatically authorize another. Customer must verify recipient eligibility and address known wrong numbers, reassigned numbers, age restrictions, do-not-call status, revocations, and other disqualifying information. Consent to email is not consent to text.

Customer must preserve reasonably sufficient evidence of the number, actual brand, purpose, disclosure presented, affirmative action or signature, date and time, collection method, and subsequent changes or revocations. Preserve the relevant form version, screenshots or records of the flow, and source identifiers where lawfully available. Retain the minimum evidence necessary for at least five years after the last relevant communication, or longer when Applicable Requirements or a legal hold require, subject to legally required deletion or other controlling restrictions. This five-year period is a contractual recordkeeping standard, not a statement of a universal statutory period.

Customer must produce requested proof within two business days, or sooner when reasonably necessary to meet a regulator's or Provider's deadline. Customer must maintain its own accessible records; the Service is not its sole consent archive. Inability to demonstrate consent is grounds to suspend the affected activity.

10. Opt-outs, suppression, help, and sending restrictions

Customer must implement a functioning, straightforward opt-out process and help channel for every messaging program, identify the Client Business accurately, and include required disclosures in messages. Initial and recurring campaign messages must include the opt-out language required by Applicable Requirements and the approved campaign.

Customer must promptly honor STOP and equivalent standard keywords, reasonable natural-language revocations, and reasonable requests received through other channels. Customer may not require use of only one channel, charge for an opt-out, or condition an opt-out on logging in, completing a survey, explaining a reason, or providing unnecessary information. Suppress affected messages immediately upon receipt or recognition of a revocation and in all events within the strictest applicable legal or Provider deadline. Do not treat a maximum legal processing period as permission to continue a campaign after consent is withdrawn.

A single nonpromotional opt-out confirmation may be sent only when and as permitted by Applicable Requirements. No additional promotional message, re-enrollment solicitation, or automation may follow without valid renewed consent. A later message from a Contact is not automatically renewed consent to marketing.

Customer must synchronize suppression across relevant Client Business campaigns, numbers, Connected Accounts, CRM systems, imported lists, and external opt-out channels to the extent required by the request and Applicable Requirements. Reimporting or editing a Contact must not erase suppression. Do not use another number or business identity to evade an opt-out. Where scope is uncertain, pause the affected activity until Customer resolves it lawfully.

Customer must verify sending-time and frequency controls using reliable recipient-location information and must not rely exclusively on a telephone area code. Customer must monitor HELP requests and provide meaningful Client Business support. Automated classification, do-not-contact flags, sending windows, and campaign stopping are aids, not substitutes for Customer's compliance program.

11. Templates, AI, reviews, and adoption of content

The Service may provide research summaries, suggested prompts, templates, generated drafts, personalized images, classifications, review matching, or proposed schedules. These are optional inputs, not legal advice, verified factual assertions, or representations that a communication works or is lawful in every industry. Customer must evaluate, customize where necessary, substantiate, and approve content for its business, audience, and use case before use.

When Customer enables automatic generation, replies, or publication, it adopts the approved instructions and assumes responsibility for reviewing samples, monitoring outputs, and disabling unsafe behavior. AI can produce inaccurate, incomplete, offensive, misleading, infringing, or inappropriate material; infer sentiment incorrectly; miss opt-outs; or disclose sensitive information. Customer must not use automated outputs where effective oversight or a legally required human review is unavailable. Provider and AI changes may change outputs.

Customer must obtain rights and permissions for all names, likenesses, images, branding, and statements it uses. Customer must not fabricate reviews, impersonate reviewers, buy misleading testimonials, offer sentiment-conditioned incentives, or suppress or misrepresent reviews unlawfully. Customer must not use sentiment screening to selectively solicit positive public reviews, discourage negative reviews, or route dissatisfied customers away from public review opportunities in violation of the applicable platform's rules. The availability of a feature does not authorize a prohibited use.

Customer must comply with the FTC's Consumer Reviews and Testimonials Rule and applicable endorsement and advertising requirements. No promise of a particular rating, review count, conversion, revenue increase, deliverability, or industry-specific result is made.

12. Software errors; active supervision; mitigation

12.1 Acknowledgment of error risk

Customer acknowledges that software, AI, integrations, and Provider systems may malfunction or interact unexpectedly. Possible failures include duplicate or unintended messages; incorrect recipients, timing, frequency, or personalization; delayed or lost opt-out events; failed suppression or cancellation; stale CRM data; misclassified replies; retries; queue races; credential misuse; and messages submitted after an attempted pause. These risks can arise from ordinary software defects, third-party events, configuration, or human error. This acknowledgment is not permission for Heysegment or Customer to disregard known defects or nonwaivable duties.

12.2 Required controls

Customer must designate a responsible campaign administrator; test with authorized test recipients before launch and after material changes; use appropriately limited volumes and rollout stages; verify live registration, consent, suppression, timing, and opt-out behavior; and review delivery activity, complaints, replies, and exceptions at least daily while campaigns are active and more frequently when volume or risk warrants. Customer must maintain access to its Provider's emergency controls and avoid unattended use that it cannot reasonably supervise.

12.3 Incident response

Upon discovering unauthorized, inaccurate, excessive, mistimed, or potentially unlawful activity, Customer must immediately pause affected campaigns, use available Provider controls when necessary, preserve relevant evidence, and notifysupport@heysegment.com promptly and no later than 24 hours after discovery. Customer must independently honor consumer requests without waiting for Heysegment support. Do not delete evidence, resume affected sending without correcting the issue, or conceal an incident from a Client Business whose action is needed.

12.4 Allocation and mitigation

Customer must take reasonable steps to prevent additional avoidable loss. To the extent legally permitted, Heysegment is not responsible for incremental damages Customer could reasonably have prevented through the expressly required supervision, timely suspension, accurate information, or mitigation. Customer is not conclusively presumed to have discovered an undisclosed or undetectable defect. Failure to notify within 24 hours does not shorten a statutory limitations period or automatically forfeit an otherwise nonwaivable claim. Any remaining liability of Heysegment for a covered software error is subject to Sections 20 and 21.

13. Acceptable use and restricted activities

Customer must not use the Service for unsolicited bulk traffic, fraud, impersonation, phishing, deceptive marketing, harassment, illegal goods or services, prohibited Provider content, or any activity outside an approved and consented campaign. Customer must not spoof identities, fabricate registration or consent evidence, evade blocking or rate limits, rotate numbers to defeat filtering, disable mandatory safeguards, or continue activity Heysegment or a Provider has suspended.

Customer must not upload information about children, highly sensitive identifiers, payment-card security data, account passwords for Contacts, or regulated health information. Protected health information subject to HIPAA, or other data requiring a specialized agreement, is prohibited unless Heysegment first agrees in writing and the necessary agreement and safeguards are in effect. No general statement that the Service supports an industry overrides this restriction. The Service is not for emergency, public-safety, life-critical, or guaranteed-delivery communications.

Customer must not interfere with the Service, access another tenant's information, reverse engineer except where law permits, bypass access controls, distribute malicious code, or resell the standalone Service outside an authorized agency offering. Heysegment may impose reasonable technical and usage limits and reject prohibited instructions.

14. Customer Content and data processing

As between the parties, Customer retains its rights in Customer Content, subject to Contacts' and third parties' rights. Customer grants Heysegment a nonexclusive license to host, copy, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to provide and secure the Service, execute authorized instructions, support Customer, investigate misuse, comply with law, and exercise rights under these Terms, subject to thePrivacy Policy and Schedule C.

Customer is responsible for the lawfulness, accuracy, minimization, notices, permissions, and legal basis for its submitted data and instructions. Customer must maintain its own business backups and required compliance records. These responsibilities do not eliminate Heysegment's independently applicable security or data-protection obligations.

Customer Personal Data is governed by Schedule C. General product improvement may use lawfully deidentified or aggregated information subject to that Schedule, not identifiable Contact information repurposed for independent advertising. Neither Customer's acceptance nor this license authorizes sale of SMS consent, marketing transfers of mobile opt-in data, or generalized AI training prohibited by Schedule C. Heysegment's handling of account and website information is described in its Privacy Policy.

15. Compliance review; investigation; cooperation

Heysegment may conduct automated and manual checks of account identities, authorization, registrations, message samples, consent evidence, delivery failures, blocking, opt-out patterns, complaints, and other abuse indicators. Subject to law, contractual privacy restrictions, and access controls, Heysegment may review relevant Customer Content and share necessary information with affected Providers, carriers, registries, advisers, or authorities to investigate or address suspected misuse.

Customer must reasonably cooperate, preserve relevant records, provide truthful information, and implement required remediation. Repeated blocking, unusual complaint or opt-out rates, missing consent evidence, inaccurate brand information, or refusal to cooperate may justify restriction without a final determination that a law was violated.

Heysegment does not undertake to audit every message, verify every Contact, provide continuous legal supervision, or certify Customer's compliance. A review, successful test, lack of a flag, or reinstatement is not legal approval or a waiver of Customer's obligations. This reservation does not authorize Heysegment to ignore duties independently imposed on it or knowingly facilitate unlawful activity.

16. Third-party services

Customer-selected integrations and Providers, including HighLevel, Zapier, Google, Twilio, Signal House, SendGrid, and Mailgun where connected, are governed by their own agreements and privacy practices. Their availability, billing, functionality, filtering, API changes, suspensions, and security may affect the Service. Heysegment does not control those independent services or warrant uninterrupted interoperability. Heysegment remains responsible for obligations it expressly undertakes concerning its own subprocessors under Schedule C.

Customer must maintain authorized access, appropriate settings, and required Provider permissions. Customer must not represent an affiliation, endorsement, or certification that does not exist. A third party's policy change may require configuration changes, renewed verification, reduced functionality, or suspension.

17. Fees, renewals, and payment

Customer must pay the prices, billing interval, usage charges, and renewal terms clearly disclosed at purchase or in an accepted order. Where a recurring plan is selected, Customer authorizes recurring charges until cancellation under the disclosed cancellation process. Customer must keep its payment method current and pay applicable taxes other than taxes on Heysegment's net income. Provider and carrier charges are separate unless expressly included in an order.

Except as required by law or expressly stated in these Terms, paid fees are nonrefundable and cancellation takes effect at the end of the current paid subscription period. Suspension does not forgive accrued or otherwise validly committed charges. Heysegment may change prices on at least 30 days' notice, effective no earlier than the next renewal occurring after that notice period, unless Customer affirmatively accepts earlier effectiveness.

Customer must reimburse documented Provider or carrier charges, investigation costs, and assessments that it is obligated to bear under these Terms. Heysegment will not charge an unspecified regulatory penalty merely because an account was flagged. Fees for optional remediation or professional services require authorization unless they are independently recoverable under Section 22. Any interest or collection charges must be lawful and reasonably documented.

18. Intellectual property and confidentiality

Heysegment and its licensors retain all rights in the Service, software, designs, documentation, and underlying technology. Subject to these Terms and payment, Heysegment grants Customer a limited, nonexclusive, revocable, nontransferable license during the subscription to use the Service for Customer's business and authorized Client Businesses. White-label functionality permits approved presentation under Customer's brand; it transfers no ownership of the Service. Customer must have rights to supplied domains and brand assets.

Heysegment may use voluntarily supplied product feedback without restriction or payment, but this permission does not authorize disclosure of confidential information or personal data contrary to these Terms.

Each party must use reasonable care to protect the other's nonpublic business information, use it only for the relationship or permitted legal purposes, and disclose it only to personnel and advisers with a need to know and appropriate duties of confidentiality. Exceptions apply to information lawfully public, independently developed, previously known without restriction, or lawfully received from another source. Legally required disclosures, protected reports to authorities, and necessary compliance investigations are not prohibited. Personal information remains subject to Schedule C and applicable law.

19. Term; immediate suspension; termination

These Terms continue while Customer has access or outstanding obligations. Customer may cancel through the disclosed account process or by contacting support. Customer must separately stop workflows and manage its Provider accounts; cancelling a Heysegment subscription does not cancel a Provider contract or necessarily retract previously queued messages.

Heysegment may immediately suspend, throttle, disconnect, disable particular features, or terminate an account or affected Client Business, without advance notice or a cure period, for any lawful risk-related reason, including suspected legal or policy violations; a state-law or federal-law complaint; recurring blocking or reports; missing consent or authority; inaccurate registrations or warranties; a security incident; nonpayment; failure to cooperate; a Provider or governmental request; or conduct threatening Heysegment, Contacts, other customers, or platform integrity. No final adjudication or proof of illegality is required. Restrictions may extend to linked accounts used to evade enforcement. Heysegment need not reveal confidential detection methods or information it is legally prohibited from disclosing.

Heysegment may also discontinue or terminate the Service for any other lawful reason or no stated reason on 30 days' notice. For a termination solely for Heysegment's convenience and not attributable to Customer's breach or risk, Heysegment will refund prepaid subscription fees for the unused period. That repayment of unearned fees is not damages and does not increase the liability cap. For breach- or risk-related restrictions, no refund is owed except as required by law.

Following termination, Customer's license ends and Customer must stop using the Service. Subject to lawful security restrictions, legal holds, and third-party rights, Heysegment will provide a 30-day opportunity to request export of Customer Content then held in the Service. Thereafter, deletion and restricted retention follow Schedule C and the Privacy Policy. Heysegment need not restore previously deleted data or retain it indefinitely. Legally required access or deletion assistance is not conditioned on payment of a disputed fee.

Accrued payment obligations and provisions concerning consent records, prohibited reuse, confidentiality, intellectual property, data handling through deletion, disclaimers, liability limits, indemnification, dispute resolution, and other obligations intended to survive remain effective.

20. Disclaimers; no compliance or performance warranty

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND SUGGESTED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR EXPRESS OBLIGATIONS IN THESE TERMS OR A SIGNED AGREEMENT, HEYSEGMENT DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.

Heysegment does not warrant error-free software, flawless automation, perfect detection of revocations, uninterrupted access, delivery or recall of messages, accuracy of AI or research suggestions, approval by a Provider or regulator, or legal compliance of Customer's configured use. Support, templates, demonstrations, and compliance-oriented features do not create an additional warranty or an insurance obligation. Customer must obtain its own advice and independently evaluate its campaigns.

This Section does not disclaim obligations expressly undertaken in Schedule C, permit misleading privacy statements, or exclude a duty or warranty that cannot lawfully be excluded.

21. Limitation of Heysegment liability; $10,000 aggregate ceiling

21.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 21.5, THE HEYSEGMENT PARTIES WILL NOT BE LIABLE TO CUSTOMER OR PERSONS VALIDLY CLAIMING THROUGH CUSTOMER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, OPPORTUNITY, GOODWILL, OR EXPECTED SAVINGS; OR BUSINESS INTERRUPTION, WHETHER OR NOT FORESEEABLE OR ADVISED OF THEIR POSSIBILITY.This exclusion applies to the described losses regardless of their characterization as direct or indirect, to the extent that allocation is lawful.

21.2 Single aggregate cap

SUBJECT TO SECTION 21.5, THE TOTAL CUMULATIVE LIABILITY OF ALL HEYSEGMENT PARTIES ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, ANY SCHEDULE OR ORDER, OR CUSTOMER'S RELATIONSHIP WITH HEYSEGMENT WILL NOT EXCEED THE LESSER OF (A) US $10,000 OR (B) THE SERVICE FEES CUSTOMER ACTUALLY PAID HEYSEGMENT DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE EARLIEST EVENT GIVING RISE TO THE CLAIMS.For a wholly free trial or evaluation for which no Service fees were paid, the aggregate cap is $100 instead of zero. Provider charges, taxes, and pass-through assessments are not Service fees for this calculation. The ceiling applies collectively across all claims, incidents, Customer Campaigns, messages, Contacts, Client Businesses, Authorized Users, Connected Accounts, legal theories, and persons validly asserting rights through the same Customer relationship. It is not $10,000 per message, claimant, incident, year, renewal, or revised version of the Terms. Payments satisfying covered damages reduce the remaining cap; renewal or account restructuring does not replenish it.

21.3 Express inclusion of software errors and ordinary negligence

Subject to Section 21.5, the exclusions and cap apply to breach of contract, warranty, indemnity or reimbursement claims asserted against Heysegment, tort including Heysegment's own ordinary negligence, and statutory or other claims to the extent limitable by contract. They expressly include failures of scheduling, suppression, opt-out handling, AI classification, routing, deduplication, retries, queues, integrations, security controls, or other software functions; unintended or duplicate sends; and alleged failure to detect, stop, warn of, or correct an error. Any damages recoverable by Customer for an otherwise valid error claim remain subject to this same single cap.

21.4 Customer-controlled risks; no guaranteed payment

To the extent permitted by law, Customer releases first-party claims against the Heysegment Parties to the extent caused by Customer's or a Client Business's unlawful audience selection, missing consent, inaccurate representations, unauthorized configuration, misuse, or failure to mitigate, rather than a breach of a duty owed by Heysegment. Customer must prove any otherwise recoverable loss and causation. The $10,000 amount is a maximum liability allocation, not liquidated damages, a minimum recovery, a penalty, an admission, or a promise to pay $10,000 whenever an error occurs. Contractual claims concerning Heysegment's performance lie against Heysegment LLC, not its personnel individually, except for independently actionable or nonwaivable conduct.

21.5 Nonwaivable liabilities and third parties

Nothing in these Terms excludes or limits liability for a Heysegment Party's fraud, willful misconduct, or gross negligence, or liability, remedies, penalties, or duties that applicable law prohibits limiting. Nothing caps the independent claims of a Contact or regulator that has not validly agreed to a lawful limitation, binds a governmental authority, or authorizes a violation of law. The remaining permitted exclusions and limits continue to apply to separable claims and losses.

21.6 Customer obligations are not capped

Sections 21.1 and 21.2 protect the Heysegment Parties only. They do not limit Customer's fees, defense or indemnification obligations, reimbursement duties, or liability for Customer's breach. Legally indemnifiable third-party losses are not excluded from Customer's obligations merely because they would be consequential, statutory, or otherwise excluded in a direct claim against Heysegment. No double recovery is permitted.

Customer acknowledges this commercial allocation of risk, its opportunity to obtain advice and decline the Service, and that the fees do not price Heysegment as an insurer of Customer Campaigns. Each permitted limitation applies independently and notwithstanding failure of another remedy's essential purpose.

22. Customer defense, indemnification, and reimbursement

22.1 Covered claims

To the fullest extent permitted by law, Customer must defend, indemnify, and hold harmless the Heysegment Parties from third-party demands, claims, lawsuits, class or representative proceedings, arbitrations, subpoenas, civil investigative demands, governmental or regulatory investigations and proceedings, and Provider, carrier, registry, or platform enforcement matters arising out of or relating to: (a) Customer Campaigns or use of Connected Accounts; (b) messages allegedly unauthorized, unsolicited, inaccurate, mistimed, excessive, misleading, sent after revocation, or otherwise noncompliant; (c) actual or alleged violations of Applicable Requirements by Customer, a Client Business, or an Authorized User; (d) Customer Content, adopted templates, AI outputs, reviews, branding, or alleged infringement, defamation, privacy violations, or unauthorized disclosure attributable to their use; (e) inaccurate, incomplete, misleading, or breached representations or warranties, including statements about consent, authority, registration, or suppression; (f) Customer's failure to obtain or enforce required Client Business agreements, notices, permissions, or consents; or (g) Customer's or a Client Business's breach, misuse, omissions, or failure to supervise or mitigate as required.

This coverage expressly includes claims under the TCPA and FCC rules; federal or state telemarketing, do-not-call, consumer-protection, privacy, or electronic-marketing laws; CAN-SPAM; review-integrity rules; A2P 10DLC and other registration requirements; and applicable Provider or carrier policies, without suggesting that industry policies themselves are federal or state statutes.

22.2 Covered losses

Covered losses include judgments, damages, restitution or settlements to the extent lawfully indemnifiable, reasonable attorneys' and experts' fees, defense and appeal costs, reasonable investigation and preservation costs, and documented Provider or carrier charges and assessments. Civil or administrative fines, penalties, multiplied damages, and related governmental amounts are covered only to the extent applicable law permits indemnification of the particular amount and conduct. No indemnification is required for a criminal fine or other amount that law or public policy prohibits shifting.

22.3 Express allocation of ordinary-negligence and error risk

SUBJECT TO SECTION 22.4, CUSTOMER'S OBLIGATIONS EXPRESSLY INCLUDE COVERED THIRD-PARTY CLAIMS AND LOSSES CAUSED IN WHOLE OR IN PART BY A HEYSEGMENT PARTY'S OWN ORDINARY NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE, INCLUDING ORDINARY-NEGLIGENT SOFTWARE DESIGN, OPERATION, MAINTENANCE, SUPPORT, FAILURE TO DETECT OR STOP A MESSAGE, AND THE ERRORS DESCRIBED IN SECTION 12. THE PARTIES SPECIFICALLY INTEND THIS ALLOCATION AND DO NOT RELY ONLY ON GENERAL "ANY AND ALL CLAIMS" LANGUAGE.This provision is an express contractual risk allocation, not an assertion that a statute provides a right of contribution or that every such allocation will be enforceable in every jurisdiction.

22.4 Exclusions and allocation

Customer has no obligation to indemnify a Heysegment Party to the extent a final adjudication determines that the loss resulted from that party's fraud, willful misconduct, or gross negligence, or that indemnification is otherwise prohibited. Where covered and excluded conduct or amounts coexist, the parties must allocate them to the extent reasonably practicable. A determination concerning one excluded component does not eliminate coverage for separable covered components.

22.5 Defense and advancement

Heysegment will provide reasonably prompt notice of a covered matter; delayed notice reduces Customer's obligation only to the extent Customer is materially prejudiced. Customer's duty to defend arises when allegations fall within or potentially within the covered categories, without awaiting a finding of liability. Customer must promptly retain qualified counsel reasonably acceptable to Heysegment and advance reasonable, documented covered defense expenses as incurred. Invoices are payable within 30 days, without waiting for final disposition. Heysegment need not first seek recovery from insurance, a Client Business, or another party.

Heysegment may control the defense or response using counsel of its choosing at Customer's reasonable expense when the matter involves a governmental inquiry, injunctive or nonmonetary relief, a material conflict, confidential platform information, or Customer's failure to undertake an adequate defense promptly. Otherwise, Customer may control the defense while Heysegment participates at its own expense, except where separate counsel is reasonably necessary because of a conflict. No Customer settlement may admit fault by, impose obligations on, restrict the business of, or fail to fully release a Heysegment Party without its prior written consent. Customer's consent to a monetary settlement of a covered claim must not be unreasonably withheld; absent that consent, recoverability remains subject to applicable law. No contract term displaces an authority's control of its own proceeding.

After final resolution, the parties will reconcile advanced expenses and Heysegment will return amounts finally determined attributable solely to excluded matters. Both parties must reasonably cooperate, preserve privileges, and avoid duplicative recovery.

22.6 Direct breach-related costs

Separate from third-party indemnity, Customer must reimburse Heysegment for reasonable, documented direct losses and costs caused by Customer's breach of Sections 5 through 15, including false compliance statements, invalid authority, missing downstream agreements, unlawful instructions, or failure to cooperate. This is an express first-party reimbursement obligation, not an implication that ordinary contractual indemnity automatically covers disputes between the parties. Enforcement attorneys' fees remain subject to Section 24 and applicable law.

22.7 Survival and independence

These duties survive suspension and termination, are not limited by Customer's insurance, and are not subject to the $10,000 Heysegment liability cap. Customer must not use indemnity as permission to engage in unlawful activity. These obligations do not prevent Contacts, Providers, or authorities from pursuing any party whose conduct creates liability under applicable law.

23. Insurance and additional safeguards

Customer must maintain financial resources reasonably sufficient for its activities and obligations. Heysegment may, as a condition of activating or continuing higher-risk or higher-volume use, require commercially reasonable technology errors-and-omissions, cyber, media, or communications-liability insurance and evidence of coverage in amounts specified on reasonable notice. Customer must accurately disclose material exclusions, including exclusions for telemarketing, TCPA claims, statutory damages, or contractual liability, rather than represent excluded risks as covered.

Insurance does not replace Customer's duties, create coverage that a policy excludes, or cap indemnity. Heysegment may require additional safeguards, lower volume, a deposit under an agreed order, or termination if an identified risk cannot be adequately addressed. A request for insurance does not represent that a particular loss is insurable.

24. Florida law; forum; dispute procedure

Florida law governs these Terms, without applying conflict-of-law rules that would select another state's law, except that nonwaivable law remains applicable. Subject to mandatory jurisdictional rules, the parties submit to exclusive venue and personal jurisdiction in the state courts located in Walton County, Florida, or the United States District Court for the Northern District of Florida.

Before filing a contractual dispute, the complaining party must provide a reasonably detailed written notice and allow 30 days for good-faith resolution. This requirement does not prevent urgent injunctive relief, legally protected reporting, a response to a governmental inquiry, or filing needed to preserve a statutory deadline. It does not shorten any applicable limitations period.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN DISPUTES BETWEEN THEM ARISING FROM THIS BUSINESS RELATIONSHIP.To the extent legally enforceable, Customer will assert its contractual claims against Heysegment individually rather than as a class or representative claimant; this provision does not bind nonparties, restrict governmental proceedings, or eliminate a nonwaivable remedy. It is severable from the forum and jury provisions. These Terms do not impose mandatory arbitration.

The prevailing party in an action to enforce these Terms may recover reasonable attorneys' fees and costs to the extent permitted by law, including any required statutory reciprocity. Customer's obligation to fund a covered third-party defense under Section 22 is separate from this prevailing-party provision.

25. Changes to the Service, Terms, and policies

Heysegment may revise the Service, these Terms, and related policies at any time. Nonmaterial clarifications may become effective when posted. Material contractual changes will apply prospectively after at least 30 days' notice by account email or a conspicuous in-product notice, or earlier upon Customer's affirmative acceptance. Changes expanding indemnification, reducing a liability protection, or materially changing dispute terms require affirmative acceptance before applying to that Customer. Continued use is evidence of acceptance only when legally sufficient notice and assent requirements have been satisfied.

Changes necessary to address an urgent legal, Provider, abuse, or security requirement may take effect as soon as reasonably necessary and legally permitted, with notice as practicable. Heysegment may suspend affected functions pending compliant use or acceptance. A refusal to accept required new terms may result in prospective discontinuation, not retroactive consent or waiver.

No revision retroactively supplies missing consumer consent, expands permission to use previously collected information contrary to law, or reduces rights concerning a dispute or event already accrued. Material privacy changes are governed by thePrivacy Policy and applicable notice and consent requirements. Customer must stop use before an applicable change takes effect if it does not accept the change and cannot continue under the prior agreement.

26. General; severability; priority

These Terms, accepted orders, and incorporated schedules constitute the parties' agreement concerning the Service and supersede prior agreements on the same subject prospectively, subject to Section 25. Customer purchase-order terms, invoice terms, or unilateral website policies do not modify them. A signed agreement expressly identifying a deviation controls that deviation. Schedule C controls a conflict concerning Customer Personal Data; the Terms otherwise control unless a signed agreement expressly provides otherwise. Customer's Privacy Policy does not unilaterally amend Heysegment's agreement.

Severability. Each provision and each legally separable application is independent. If a provision is invalid, unlawful, or unenforceable, it will be enforced only to the extent permitted and, if lawful reformation is available, narrowed no further than necessary to reflect its lawful purpose. Otherwise it will be severed, and the remaining agreement remains effective. A court is not asked to create assent, rewrite an unlawful transaction, or preserve an illegal indemnity. The failure of an indemnity, waiver, or damages exclusion does not by itself invalidate a separately enforceable liability cap or another independent protection.

No delay or failure to enforce a right is a waiver. Customer may not assign these Terms or transfer an account without Heysegment's prior written consent. Heysegment may assign them to an affiliate or in a merger, reorganization, or sale, subject to applicable privacy and other legal restrictions. The parties are independent contractors; no partnership, joint venture, fiduciary relationship, or general agency is created. Technical processing of Customer's instructions is not authority to bind Customer to other obligations.

Except for the Heysegment Parties and rights expressly granted in a validly accepted Schedule B, there are no intended third-party beneficiaries. Nothing excludes a statutory right merely because its holder is not a beneficiary. Neither party is liable for performance prevented by events beyond reasonable control, excluding payment already due and without excusing statutory duties or negligent security under a force-majeure label. Each party must reasonably mitigate such an event.

27. Contact and notices

Heysegment LLC
74 Emarie Grey Circle
Santa Rosa Beach, FL 32459
United States
support@heysegment.com

Send contractual notices to support@heysegment.com, identifying Customer's legal name and account. Heysegment may send notices to the current account email or by conspicuous in-product notice. These methods do not replace legally required service of process.

Schedule A. Provider Connection and Campaign Authorization Acknowledgment

This Schedule is part of the Terms. An authorized representative must accept it before a Connected Account is enabled for live messaging. Acceptance must identify Customer, the relevant Client Business, Provider account or subaccount, sender number or identity, accepted Terms version, representative, and date and time. Secrets and full authentication credentials must not be placed in the acceptance record.

A1. Authority and identity

I have authority to bind the identified Customer and to authorize this connection. The identified Client Business is the actual brand whose messages will be sent. Customer or that business owns or lawfully controls the Connected Account and has authorized the Service's access. The required Client Business rider or other approved authorization has been accepted and retained.

A2. Product and sending decision

I understand that Heysegment supplies a software interface and automation tools, not an outsourced campaign operator or telecommunications service. The software can submit API requests through our Provider credentials. Customer and the relevant Client Business make and remain responsible for their campaign decisions and instructions.

A3. Standing authorization

When an authorized user activates a disclosed campaign, trigger, sequence, automatic reply, or posting rule, that is our standing instruction for the activity within its approved settings, including future eligible Contacts only where deliberately configured and lawfully consented. We need not click a separate send button for each message. We will not rely on an integration disconnect or subscription cancellation alone to retract queued messages.

A4. Compliance certification

The business identity, registrations, use case, phone-number association, opt-in flow, consent records, privacy notice, and program terms are accurate and satisfy the applicable requirements before live use. Uploaded or synced Contacts are not presumed eligible merely because their records exist. We will not send unsolicited texts to obtain initial consent or use another number to avoid a restriction.

A5. Oversight and stopping

We will test before launch, review active campaigns at least daily and more frequently when warranted, maintain functioning opt-out and HELP handling, synchronize suppression, and keep access to Provider emergency controls. On detecting an issue, we will pause affected activity immediately, preserve evidence, and notify Heysegment promptly and within 24 hours. Consumer opt-outs will not wait for support.

A6. Errors, cap, and indemnity

I specifically acknowledge that automation and integrations can make errors, including unintended or duplicate sends and opt-out or timing failures. I accept the disclaimers, the aggregate Heysegment liability cap of the lesser of $10,000 or the specified twelve months of Service fees (with a $100 cap for a wholly free trial), subject to nonwaivable exceptions, and Customer's uncapped defense and indemnification obligations, including the express allocation of covered third-party claims involving Heysegment's ordinary negligence to the extent lawful. Neither the cap nor this acknowledgment limits a non-assenting Contact's or regulator's independent rights.

Acceptance control: Use a separate, initially unchecked confirmation for this Schedule. Do not combine it with a consumer SMS opt-in. Retain the exact displayed text and the authorized signer's affirmative acceptance. Reconfirm when the actual Client Business, controlling Provider account, or materially different use case changes.

Schedule B. Client Business Messaging and Platform Rider

Required default form for agency-to-business use; not consumer SMS terms.

This Rider is between the agency identified in the acceptance record ("Agency") and the business identified in that record ("Business"). In consideration of Business's access to the services and the parties' commercial relationship, they agree as follows. Heysegment LLC and the other Heysegment Parties identified in the attached or linked accepted Terms of Service are intended third-party beneficiaries of the protections expressly granted to them. The acceptance record must identify both legal entities, the representative and authority, and the exact Terms version made available before acceptance.

B1. Provider and platform roles

Business understands that Agency provides its own services and may use Heysegment's Brand Experience Enablement Platform. Heysegment supplies software, templates, workflow tools, and technical integrations, not Agency's managed marketing services or an independent campaign decision maker. Communications may be technically submitted through Business's or Agency's authorized Provider account under approved instructions and transported by independent Providers and carriers. Agency cannot make commitments on Heysegment's behalf.

B2. Business authorization

Business authorizes Agency, within Business's documented instructions, to configure campaigns, connect approved accounts, process Contact data, and use its business identity and approved content. Business and Agency must determine their respective operational responsibilities in writing. Their private allocation does not reduce their obligations to Heysegment or eliminate duties imposed by law. An agency's account ownership does not substitute its identity for the actual advertised Business or make consent transferable.

B3. Messaging compliance

Business represents, warrants, and covenants that its identity, authority, registrations, consent, notices, and information are accurate; that Contacts are eligible for the intended messages; and that it will comply with Applicable Requirements and Sections 6 through 13 of the accepted Heysegment Terms as they relate to Business's activity. Business must obtain the required sender- and purpose-specific consent, maintain legally sufficient evidence, publish accurate program terms and a privacy notice, honor revocations, synchronize opt-outs received outside the platform, and keep its personnel informed. Mere receipt of a text does not bind a Contact to this Rider.

B4. Automation and oversight

Business understands that approving a disclosed campaign or automation is a standing sending instruction within the approved parameters, even without pressing a separate send button for each message. Business and Agency must maintain effective testing, review, supervision, and emergency-stop procedures. Software, AI, and Providers can make mistakes. Business must promptly notify Agency of complaints, revocations, incorrect records, or unexpected behavior and ensure affected sending stops without awaiting a support response.

B5. Content and privacy

Business is responsible for substantiating and approving its adopted templates, generated content, branding, offers, and review practices. Business must not use prohibited review gating, fake reviews, purchased contact lists, misleading sender identities, or data it lacks authority to process. Business authorizes the processing necessary for the approved services under the applicable data-processing arrangements, not sale or transfer of its Contacts' SMS consent for another business's marketing.

B6. Direct protection for Heysegment

To the fullest extent permitted by law, Business releases its first-party claims against the Heysegment Parties to the extent caused by Agency's or Business's services, unlawful instructions, lack of consent, inaccurate statements, misuse, or failure to mitigate rather than a breach of a duty owed by Heysegment. Subject to the exceptions below, Business accepts Sections 20 and 21 of the provided Heysegment Terms: covered damages against the Heysegment Parties are excluded or limited as stated there, and all claims through the associated Agency-Customer relationship share the lesser-of-fees-or-$10,000 aggregate cap (or the $100 wholly free-trial cap), not a separate cap for each Business.

B7. Business indemnity

Business must defend, indemnify, and hold harmless the Heysegment Parties against third-party claims and legally indemnifiable losses arising from Business's campaigns, Contact data, adopted content, noncompliance, breach, inaccurate warranties, or failure to obtain required authority, notices, or consent, on the scope and procedures in Section 22 of the provided Heysegment Terms.TO THE EXTENT LAWFUL, THIS EXPRESSLY INCLUDES COVERED THIRD-PARTY CLAIMS CAUSED IN WHOLE OR IN PART BY A HEYSEGMENT PARTY'S OWN SOLE OR CONCURRENT ORDINARY NEGLIGENCE OR SOFTWARE ERROR.Business's duties are not capped by the $10,000 Heysegment limitation. Agency remains independently liable under its own agreement with Heysegment; Agency and Business are jointly and severally responsible for overlapping, lawfully enforceable indemnity obligations concerning this Business, without double recovery.

B8. Mandatory exceptions

No release, exclusion, cap, or indemnity covers a Heysegment Party's fraud, willful misconduct, or gross negligence or an amount or obligation that applicable law prohibits excluding, limiting, or shifting. No clause binds an authority or waives a Contact's nonwaivable rights. Civil or administrative fines and penalties are indemnifiable only where law permits; prohibited criminal or personal penalties are excluded. Defense advances are reconciled under Section 22.

B9. Suspension, enforcement, and survival

Business acknowledges that Heysegment may restrict or end platform access under Section 19 without adjudicating a legal violation. The Heysegment Parties may directly enforce this Rider's protections. Business consents to the Florida governing-law and forum provisions in Section 24 for disputes with Heysegment, subject to nonwaivable law. The protections, indemnities, and accrued obligations survive termination. If one provision is unenforceable, the remaining lawful provisions survive. No modification may reduce an accrued Heysegment beneficiary right without Heysegment's written consent; later material expansions of Business's duties require legally effective assent.

Acceptance: The person accepting confirms actual authority for the identified Business and affirmative agreement to this Rider and the specifically identified Heysegment Terms. A signature or a conspicuous, initially unchecked electronic acceptance tied to this full text is required. Agency must retain a copy and may not claim that this Rider bound Business merely because Agency failed to obtain its own contract.

Schedule C. U.S. Customer Personal Data Processing Terms

C1. Scope, roles, and priority

This Schedule applies to personal information about Contacts and other individuals contained in Customer Content ("Customer Personal Data") that Heysegment processes to provide the Service. Where applicable law assigns the roles, Customer acts as controller or business and Heysegment as processor or service provider. Where Customer is an agency processing for a Client Business, Customer acts as an authorized processor and appoints Heysegment as a subprocessor with the required upstream permission. Each party remains responsible for the legal obligations applicable to its actual role. Account administration, billing, website, and independent security records for which Heysegment determines purposes are addressed separately in thePrivacy Policy, subject to applicable law.

C2. Processing description

Processing consists of receiving, storing, organizing, synchronizing, displaying, retrieving, transmitting, analyzing for enabled user-facing functions, suppressing, exporting, and deleting data as needed for authorized brand-experience, communications, review, reporting, support, and security functions. Data may include names, contact details, business associations, customer-relationship or visit fields, messages and replies, reviews, consent and opt-out evidence, interaction records, and related identifiers. Individuals include Customer's and Client Businesses' adult contacts and representatives. Sensitive data prohibited by Section 13 is outside the authorized scope. Processing lasts for the subscription and the limited return, deletion, and lawful-retention periods described below.

C3. Instructions and purpose restrictions

Heysegment will process Customer Personal Data only on documented instructions in the Terms, accepted orders, and Customer's authorized configurations, or as otherwise legally required. Heysegment will notify Customer of a legally required departure where permitted and inform Customer if it believes an instruction violates applicable data-protection law. Heysegment may refuse or suspend an unlawful instruction.

Heysegment will not sell or share Customer Personal Data as those terms are defined under applicable U.S. privacy law; use it for cross-context behavioral advertising or another party's independent marketing; or retain, use, or disclose it outside the specified business purposes and direct relationship except as law permits. Heysegment will not combine it with personal information from another customer or an independent source except as expressly permitted for a lawful service-provider purpose. Customer Personal Data will not be used to train generalized AI models for Heysegment's or an AI provider's independent use. Lawful deidentification and internal analytics must comply with applicable restrictions, include reasonable measures against reidentification, and not defeat restrictions on Google API or other protected data.

C4. Confidentiality and security

Heysegment will restrict access to authorized personnel subject to confidentiality duties and maintain reasonable administrative, technical, and organizational safeguards appropriate to the data and risk, including appropriate access controls and encryption in transit. Heysegment will provide reasonably available information about its measures on a legitimate request subject to confidentiality and security restrictions. These Terms do not represent a certification, a guaranteed security outcome, or a control that the Service does not actually implement.

C5. Subprocessors and Customer-selected integrations

Customer generally authorizes Heysegment to engage subprocessors necessary for the described processing. Heysegment must maintain an available list identifying its current subprocessors and functions, provide that list upon request and before processing where required, and give advance notice of a new subprocessor when applicable law or a signed addendum requires. Each engaged subprocessor must be bound in writing to materially equivalent applicable data-protection obligations. Heysegment remains responsible for its subprocessors' performance to the extent required by applicable law and this Schedule.

Customer may object to a new subprocessor on reasonable, documented data-protection grounds within the applicable notice period. The parties will attempt a reasonable alternative; if none is available, Customer may discontinue the affected feature or service, with repayment of unused prepaid fees for a service Heysegment cannot provide without the disputed processing. Customer-selected Providers operating under Customer's separate agreement are not automatically Heysegment subprocessors for all their activities; Customer is responsible for the necessary agreements governing those independent integrations.

C6. Assistance, incidents, and requests

Considering the nature of processing and available information, Heysegment will reasonably assist Customer with applicable rights requests, security assessments, data-protection assessments, and legally required notifications. Heysegment will notify Customer without undue delay after confirming a security incident involving unauthorized access to or disclosure of Customer Personal Data in its control, and within any shorter mandatory deadline, provide reasonably available details, and reasonably cooperate in mitigation. The obligation is not conditioned on admitting fault. Unsuccessful attacks without compromised data are not automatically reportable incidents.

Heysegment will refer requests concerning Customer Personal Data to Customer when appropriate and will not respond on Customer's behalf except on instructions or as law requires. Customer must not direct a response that defeats a person's rights. Reasonable, preapproved fees may apply to extraordinary assistance attributable to Customer, but not to ordinary compliance owed by Heysegment or remediation of its own breach.

C7. Compliance verification

Heysegment will make reasonably necessary compliance information available and permit legally required, reasonable assessments by Customer or an appropriate independent assessor, subject to notice, confidentiality, scope, frequency, and security safeguards that do not defeat mandatory audit rights. Customer may take reasonable and appropriate steps to verify proper processing and, upon notice, stop and remediate unauthorized use. Heysegment will notify Customer if it determines it can no longer meet applicable obligations and will cooperate in lawful remediation. Where the CCPA applies, Heysegment certifies that it understands and will comply with applicable service-provider restrictions and will provide the level of privacy protection the law requires.

C8. Return, deletion, and limited retention

Customer may request export during the 30-day period in Section 19 and may issue lawful deletion instructions. After that period, or earlier on a valid deletion instruction, Heysegment will delete Customer Personal Data from active systems in the ordinary deletion cycle, subject to mandatory law and documented legal holds. Restricted backup copies will expire through ordinary backup rotation and will not be restored for routine use without reapplying applicable deletion and suppression instructions. Limited records needed for consent or suppression evidence, security, legal claims, or compliance may be retained only as reasonably necessary and legally permitted, remain protected, and may not be repurposed for marketing. A retention schedule or applicable system-specific information will be made available on a reasonable request. This Schedule does not promise indefinite archival access.

C9. Foreign and specialized processing

This Schedule is not a complete international-transfer instrument or HIPAA business associate agreement. Customer must obtain Heysegment's prior written approval and execute any required supplemental agreement, transfer clauses, and supporting annexes before submitting data requiring those arrangements. Contractual restrictions do not override any law that applies notwithstanding the parties' instructions.

C10. Liability and mandatory rights

Sections 21 and 22 govern the parties' contractual liability to the extent legally permitted. Nothing in this Schedule excludes mandatory processor obligations, data-subject rights, statutory liability, or regulatory powers that cannot lawfully be waived or limited.