Effective from: July 25, 2025
Welcome to Heatseeker! This Agreement governs your access to and use of Heatseeker’s cloud-based application, products, and related services, including any mobile applications (“Mobile Apps”) and all features, tools, integrations, and updates (collectively, the “Platform”). All capitalized terms not otherwise defined herein have the meanings set forth in Section 21.
1.1 Who’s Involved
This Agreement is between you (“Customer”—the entity you represent) and either Heatseeker Inc., or, if specified in your Order or separate contract, Heatseeker Technologies Pty Ltd, a wholly-owned Australian subsidiary of Heatseeker Inc. (in either case, “Heatseeker”, “we”, “us”, or “our”).
1.2 Acceptance of Terms
By creating an account, clicking “Agree,” submitting an order, or by using any part of the Platform, you accept and agree to be bound by this Agreement. If you are acting on behalf of an entity, you represent that you (a) have read and understand this Agreement, (b) have the authority to bind that entity to these terms, and (c) references to “you” in the remainder of this Agreement will refer to such entity. If you do not have such authorization, or if you do not agree to this Agreement, you must not accept this Agreement and you may not use the Platform.
1.3 Effective Date and Scope
This Agreement applies as soon as you first access or use the Platform, and covers all features, updates, and support we provide.
Please review this Agreement carefully. If you have questions, contact us anytime at: legal@heatseeker.ai.
2.1. Grant of Access
Subject to this Agreement, Heatseeker grants you a non-exclusive, non-transferable, and revocable right to (a) access and use the features of the Platform and (b) install the Mobile Apps, as set forth in the applicable Order for your internal business purposes, in accordance with this Agreement and our published documentation.
2.2. Agency and Consultant Use
If you are an agency, consultant, or service provider, you may use the Platform under your own Subscription to design, test, or run experiments for your own internal purposes or on behalf of your clients, provided that:
2.3. Restrictions
You will not (and will not allow any User to):
2.4. Updates and Changes
Heatseeker may update, enhance, or modify the Platform from time to time. Material changes will be communicated as described in Section 11 (Modifications to the Service or Terms).
2.5. Documentation
Your use of the Platform must comply with all applicable usage guidelines, policies, or instructions provided by Heatseeker.
2.6. Reservation of Rights
Except for the limited rights expressly granted, all rights, title, and interest in and to the Platform and its underlying technology remain with Heatseeker and its licensors.
3.1. User Accounts and Security
You are responsible for all activity that occurs under your account(s) and for ensuring that all Users you authorize to access the Platform comply with this Agreement and all applicable policies. You must maintain the confidentiality of your and your Users’ account credentials, and promptly notify Heatseeker if you become aware of any unauthorized access, suspected security breach, or misuse of your account.
3.2. User Authorization
Only authorized individuals associated with your organization may access the Platform under your Subscription. You are responsible for managing user access, including adding, removing, or updating Users as appropriate.
3.3. Accuracy of Information
You must provide and maintain accurate, complete, and up-to-date account and contact information at all times.
3.4. End User Compliance
You are responsible for ensuring that all Users (including employees, contractors, and representatives) comply with this Agreement and applicable laws. You will obtain all necessary consents from your Users for Heatseeker to provide the Platform and process their Personal Data as described in our Data Processing Addendum.
3.5. Minimum Age Requirement
You may not permit anyone under the age of 18 (or such greater age as required by applicable law) to access or use the Platform.
3.6. Prohibited Activities
You and your Users may not share account credentials, resell access, or allow anyone other than authorized Users to use your account. You remain responsible for any breach of this Agreement by your Users.
4.1. Privacy Compliance and Data Processing Addendum
Heatseeker complies with applicable data protection and privacy laws in our handling of Customer Data. If your use of the Platform requires us to process Personal Data subject to data protection laws such as the GDPR, our Data Processing Addendum applies and is incorporated by reference into this Agreement.
4.2. Your Responsibilities
You are responsible for securing your account credentials and ensuring that your Users only upload, share, or process data through the Platform that you are legally permitted to provide. You remain responsible for complying with all laws and regulations applicable to your Customer Data.
5.1. AI Features in the Platform
Some features of the Platform use artificial intelligence and machine learning technologies to analyze customer-supplied and other data, to identify market patterns, to draft experiments, and generate data-driven insights. These features are designed to help you understand market responses, audience segments, and experiment results.
5.2. Output and Responsibility
The outputs, insights, and scores generated by the Platform’s AI features are based on your inputs and market data. While our algorithms are designed for accuracy and reliability, you are responsible for reviewing results before making business decisions. Outputs should be considered informational and are not a substitute for professional judgment.
5.3. Transparency and Updates
Heatseeker is committed to transparency regarding our use of AI and data. Any material changes to AI-related features or practices will be communicated to you in advance.
6.1. Platform Availability
Heatseeker strives to provide reliable and continuous access to the Platform and will use commercially reasonable efforts to ensure high availability, subject to maintenance, updates, and circumstances beyond our control.
6.2. Support Services
We provide customer support through in-app chat and email during standard business hours. Our team aims to respond to requests promptly. Training, onboarding, and other professional services are included in some Subscription plans, but may not be available with all plans. Please refer to your Order for details.
6.3. Maintenance and Downtime
From time to time, Heatseeker may perform scheduled or emergency maintenance. Where practicable, we will provide advance notice for planned maintenance that may impact service availability, and will communicate regarding unscheduled interruptions as soon as reasonably possible.
6.4. Self-Service Resources
You have access to our online knowledge base, help center, and product documentation at any time.
6.5. Limitations
Service availability may be affected by factors outside Heatseeker’s control, including failures of third-party services or force majeure events.
7.1. Integrations with Third-Party Platforms
The Heatseeker Platform allows you to connect and use integrations with third-party services—including but not limited to LinkedIn, Meta (Facebook, Instagram), and other marketing, analytics, or social media platforms (“Third-Party Services”). Integrations may enable you to import, export, or synchronize data between Heatseeker and these services.
7.2. Responsibility and Compliance
Your use of any Third-Party Service via the Platform is subject to that provider’s own terms and privacy policies. You are solely responsible for ensuring your compliance with all applicable third-party agreements and for obtaining any necessary consents, including from your end users, in connection with your use of such integrations.
7.3. Third-Party Services
Any data you share with, or receive from, Third-Party Services through the Platform is governed by those third parties’ terms and policies. Heatseeker does not control, and you agree we are not liable for, the acts, omissions, or security of Third-Party Services. We recommend that you review the privacy and security policies of any Third-Party Service before connecting it to the Platform.
7.4. Changes and Suspension
Heatseeker may modify, suspend, or discontinue integrations with any Third-Party Service at any time, including if required by law, for security or compliance reasons, or due to changes made by the third-party provider. We will provide notice of material changes when practicable.
7.5. No Warranty or Endorsement
Heatseeker does not endorse, warrant, or guarantee any Third-Party Service or integration. Your use of such integrations is at your own risk.
8.1. Fees and Payment Terms
You agree to pay all fees specified in your Order. Fees are billed in advance or as otherwise described in your Order, and are exclusive of taxes unless otherwise stated.
8.2. Taxes
You are responsible for all applicable taxes, duties, and levies associated with your use of the Platform, except for taxes based on Heatseeker’s income. If you are tax-exempt, you must provide valid documentation.
8.3. Payment Methods and Invoicing
Payments may be made by credit card, debit card, or other methods we accept. For invoiced accounts, payment is due within thirty (30) days of the invoice date unless otherwise specified in your Order.
8.4. Late Payments and Suspension
If payment is not received by the due date, Heatseeker may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum allowed by law, and may suspend access to the Platform after ten (10) days’ prior written notice if payment remains outstanding.
8.5. Changes to Fees
Heatseeker may change its fees by providing at least thirty (30) days’ notice. Fee changes will only take effect on your next renewal or new Subscription period, and will not apply during any current Subscription term. If you do not agree to the new fees, you may terminate your Subscription and the applicable Order pursuant to Section 13.2 before the changes take effect.
8.6. Refunds
If you terminate the applicable Order due to a material breach by Heatseeker that remains uncured after thirty (30) days’ notice, you will receive a pro-rata refund of any unused, prepaid fees.
Except as described above or as required by law, all fees are otherwise non-refundable.
8.7. Resellers
If you purchase a Subscription or other access to the Platform through a reseller, your payment obligations are governed by your agreement with the reseller. However, your access and use of the Platform remain subject to this Agreement.
9.1. Compliance with Laws and Policies
You agree to use the Platform only in accordance with all applicable laws and regulations, including data protection, privacy, and export control laws, as well as any Heatseeker policies referenced in this Agreement.
9.2. Responsibility for Users
You are responsible for all activities conducted under your account(s) and by all Users you authorize to access the Platform. You must ensure that all Users comply with this Agreement and any applicable policies.
9.3. Rights to Data and Content
You represent and warrant that you have all necessary rights, licenses, and consents to submit Customer Data to the Platform, and to permit Heatseeker to process and use such data as described in this Agreement and our Data Processing Addendum.
9.4. Prohibited and Sensitive Content
You and your Users may not upload, submit, or process:
9.5. Cooperation and Support
You agree to cooperate with Heatseeker in connection with the delivery and support of the Platform, including promptly responding to requests for information or action needed to provide services or resolve issues.
10.1. Availability of Beta Features
Heatseeker may, from time to time, make free, trial, alpha, beta, early access, or experimental features (collectively, “Beta Services”) available to you. Use of Beta Services is optional and at your discretion.
10.2. Nature of Beta Services
Beta Services are provided “as is” and may contain errors, defects, or other issues. Beta Services may be modified, suspended, or discontinued at any time without notice.
10.3. No Warranty or Support
Beta Services are provided without warranties of any kind, and Heatseeker does not guarantee their performance, availability, or security. Heatseeker has no obligation to provide support, maintenance, or updates for Beta Services.
10.4. Customer Risk
You use Beta Services at your own risk. Beta Services should not be used for production or mission-critical purposes, and you are solely responsible for any consequences arising from their use.
10.5. Suspension or Termination
Heatseeker may suspend or terminate your access to any Beta Service at any time, for any reason, and without liability.
11.1. Modifications to the Platform
Heatseeker may enhance, update, or modify the Platform, including adding or removing features, at any time. Where a material change is likely to negatively impact your use of the Platform, we will provide reasonable advance notice (by email or within the Platform), unless the change is necessary for security, legal, or regulatory reasons.
11.2. Modifications to the Agreement or Policies
Heatseeker may update this Agreement or any referenced policies from time to time. We will notify you of material changes at least thirty (30) days before they take effect, unless earlier changes are required for legal, regulatory, or security reasons. Continued use of the Platform after changes become effective constitutes acceptance of the updated terms.
11.3. Right to Terminate for Material Changes
If you do not agree to a material change to this Agreement or a referenced policy, you may terminate your Subscription (and the applicable Order) within thirty (30) days after the change becomes effective, in which case you will receive a pro-rata refund of any unused, prepaid fees for the remainder of your Subscription term.
12.1. Limited Warranty
Heatseeker warrants that we will not materially reduce the core functionality of the Platform during your Subscription term.
12.2. Remedy for Breach of Warranty
If Heatseeker materially reduces core functionality of the Platform and is unable to restore it within thirty (30) days of your written notice, then, as your sole and exclusive remedy, you may terminate the affected Subscription (and the applicable Order) and receive a pro-rata refund of any unused, prepaid fees.
12.3. Disclaimer
Except as expressly stated in this Agreement and to the maximum extent permitted by law, Heatseeker and its affiliates disclaim all representation, warranties and conditions, express or implied, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free service, or that the Platform or any data or results provided are accurate, complete, or reliable.
12.4. No Other Warranties
No advice or information, whether oral or written, obtained by you from Heatseeker or through the Platform will create any warranty not expressly stated in this Agreement.
13.1. Term
This Agreement begins on the date you first accept or use the Platform and continues until all Orders have expired or been terminated in accordance with this Section, provided that the terms and conditions of this Agreement related to Beta Services will continue to apply for so long as you use any Beta Services.
13.2. Subscription Period and Renewal
Each Order remains in effect for the initial term specified in your Order and will automatically renew for successive periods unless either party provides written notice of non-renewal before the end of the then-current Order term. Renewal pricing will be provided in accordance with Section 8.5 in advance of renewal when applicable.
13.3. Termination for Cause
Either party may terminate this Agreement or any affected Order immediately upon written notice if the other party:
13.4. Effect of Termination
Upon termination or expiration of this Agreement:
13.5. Survival
Sections of this Agreement that by their nature should survive termination (including confidentiality, ownership, limitation of liability, indemnification, payment obligations, and dispute resolution) will continue in effect after termination.
14.1. Heatseeker’s Rights
Heatseeker and its licensors retain all rights, title, and interest in and to the Platform, including all Platform Data and underlying technology, software, algorithms, user interfaces, documentation, and any enhancements, modifications, or derivative works thereof. Except for the limited rights expressly granted in this Agreement, no rights are transferred or granted to you. “Platform Data” means data collected by Heatseeker regarding the Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Platform.
14.2. Customer Data
You retain all rights, title, and interest in and to your Customer Data. By submitting Customer Data to the Platform, you hereby grant Heatseeker a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit your Customer Data to provide and maintain the Platform. You further agree that, notwithstanding anything herein, Heatseeker is hereby granted the right to aggregate and/or de-identify Customer Data and will be free (during and after the term hereof) to use and disclose the resulting aggregated and/or de-identified data, content or materials to provide and improve Heatseeker’s and its affiliates’ products and services.
14.3. Feedback
If you provide Heatseeker with any Feedback, you grant Heatseeker a perpetual, irrevocable, royalty-free right to use, incorporate, and otherwise fully exploit such Feedback for any purpose without restriction or obligation to you.
14.4. Third-Party Content and Integrations
All rights in any third-party content or integrations accessed through the Platform are retained by their respective owners and subject to those owners’ terms.
14.5. No Implied Rights
Except as expressly provided in this Agreement, no rights or licenses are granted by either party under any patents, copyrights, trademarks, or other intellectual property rights.
15.1. Limitation of Damages
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, or goodwill, arising out of or related to this Agreement or the Platform, even if advised of the possibility of such damages in advance.
15.2. Aggregate Liability Cap
Except for liabilities that cannot be limited by law, and except for your payment obligations, each party’s total cumulative liability for all claims arising out of or related to this Agreement or the Platform will not exceed the total fees paid or payable by you to Heatseeker under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
15.3. Exclusions
The limitations in this Section do not apply to: (a) either party’s willful misconduct or gross negligence; (b) your indemnification obligations; (c) your breaches of confidentiality or intellectual property obligations; or (d) amounts that cannot be limited or excluded under applicable law.
15.4. Essential Purpose
The limitations and exclusions in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a remedy fails of its essential purpose.
16.1. Indemnification by Heatseeker
Heatseeker will defend and indemnify you against any third-party claim that the Platform, when used in accordance with this Agreement, infringes any valid copyright, trademark, or patent, or misappropriates a trade secret, under applicable law. Heatseeker’s obligations are conditioned on you: (a) promptly notifying Heatseeker in writing of the claim; (b) providing reasonable cooperation and assistance in the defense; and (c) granting Heatseeker sole control of the defense and settlement. Heatseeker will not settle any claim without your prior written consent if the settlement requires you to admit liability or pay any amount not covered by Heatseeker.
16.2. Exclusions
Heatseeker’s obligations in Section 16.1 do not apply to claims arising from: (a) your or your Users’ modification of the Platform or combination of the Platform with other products or services not provided by Heatseeker; (b) your use of the Platform in violation of this Agreement or applicable law; (c) your use of an outdated version of the Platform, including an outdated version of the Mobile Apps, after Heatseeker has provided a newer, non-infringing version; or (d) content, data, or materials provided by you or third parties.
16.3. Remedies
If the Platform becomes, or in Heatseeker’s opinion is likely to become, the subject of an infringement claim, Heatseeker may at its option and expense: (a) procure for you the right to continue using the Platform; (b) replace or modify the Platform so that it is no longer infringing; or (c) terminate the affected Order and provide a pro-rata refund of any unused, prepaid fees for the remainder of the applicable Subscription term.
16.4. Indemnification by Customer
You agree to defend and indemnify Heatseeker against any third-party claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your Customer Data; or (c) your use of the Platform in violation of applicable law or third-party rights.
16.5. Exclusive Remedy
This Section 16 sets forth each party’s exclusive remedy and entire liability for third-party intellectual property infringement claims.
17.1. Obligation of Confidentiality
Each party (“Recipient”) may receive or have access to Confidential Information of the other party (“Discloser”) in connection with this Agreement. The Recipient will not disclose or use the Discloser’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.
17.2. Standard of Care
The Recipient will protect the Discloser’s Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of similar importance, but no less than a reasonable standard of care.
17.3. Permitted Disclosures
The Recipient may disclose Confidential Information only to its employees, affiliates, contractors, and professional advisors who have a legitimate need to know and who are bound by obligations of confidentiality at least as protective as those in this Section. The Recipient remains responsible for any disclosure or use by those parties.
17.4. Exclusions
Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Recipient;
(b) is rightfully received by the Recipient from a third party without restriction;
(c) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or
(d) was lawfully known to the Recipient prior to disclosure by the Discloser.
17.5. Required Disclosures
The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent permitted by law) the Recipient gives the Discloser reasonable advance notice and cooperates with the Discloser’s efforts to seek confidential treatment.
17.6. Return or Destruction
Upon request by the Discloser, or upon termination of this Agreement, the Recipient will return or destroy the Discloser’s Confidential Information, except as otherwise required by law or for routine backup and archival purposes.
17.7. Injunctive Relief
Each party acknowledges that unauthorized disclosure of Confidential Information could cause irreparable harm. Either party may seek injunctive relief (in addition to any other remedies) to prevent or stop unauthorized use or disclosure of Confidential Information.
18.1. Customer Name and Logo
Unless you notify us in writing to the contrary, you grant Heatseeker the right to identify you as a customer and to use your name and logo in our marketing materials, website, presentations, and customer lists.
18.2. Opt-Out
If you do not wish for Heatseeker to use your name or logo for these purposes, you may opt out at any time by providing written notice to us, and we will promptly cease further use.
18.3. No Endorsement
Nothing in this Agreement will be construed as granting either party the right to imply the other’s endorsement of its products or services without prior written consent.
19.1. Governing Law and Venue
This Agreement is governed by the laws of the State of California, USA, without regard to its conflict of law principles. The parties agree that any disputes arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, USA, and each party consents to personal jurisdiction and venue in those courts.
19.2. Assignment
Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business related to this Agreement. Any attempted assignment in violation of this section is void.
19.3. Notices
All notices under this Agreement must be in writing and will be deemed given when delivered by hand, sent by recognized overnight courier, sent by email to the addresses provided in your Order or account, or as otherwise designated in writing by either party.
19.4. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, utility failures, or government actions. Payment obligations are not excused by force majeure.
19.5. Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or fiduciary relationship between the parties.
19.6. Entire Agreement
This Agreement, including all referenced policies and any Order, constitutes the entire agreement between you and Heatseeker regarding the Platform and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral.
19.7. Severability and Waiver
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. No waiver of any term or right will be effective unless in writing and signed by an authorized representative of the waiving party.
19.8. Order of Precedence
In the event of a conflict between this Agreement and any Order or referenced policy, the terms of the Order will control with respect to that Order, except where expressly stated otherwise.
19.9. No Third-Party Beneficiaries
Except as expressly provided, this Agreement does not confer any rights or remedies on any person or entity other than the parties to this Agreement.
19.10. Export Compliance and Government Use
You may not remove or export from the United States or allow the export or re-export of the Platform, or any related technology or materials, in violation of any applicable export or sanctions laws. Government end users will use the Platform solely as “commercial items,” as defined in applicable laws.
19.11. No Contingencies
Your purchase of a Subscription is not contingent on the delivery of any future functionality or features, or on any public comments or statements by Heatseeker regarding future features or functionality.
For purposes of this Agreement, the following terms have the meanings set forth below. Other capitalized terms may be defined elsewhere in the Agreement or referenced policies.
“Agreement” means these Terms of Service, including all referenced policies and any applicable Order.
“Confidential Information” means all information disclosed by the Discloser to the Recipient, whether in writing, orally, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, or financial information, pricing, and product roadmaps.
“Customer Data” means all data, content, or materials that you or your Users submit to or generate through the Platform, including but not limited to experiment data, campaign data, files, text, images, and other materials, but excluding Feedback.
“Data Processing Addendum” means Heatseeker’s Data Processing Addendum, as updated from time to time and available at: https://www.heatseeker.ai/legal/dpa
“Documentation” means any user guides, help articles, instructions, or materials provided by Heatseeker describing the features or operation of the Platform.
“Feedback” means suggestions, comments, ideas, or other feedback regarding the Platform or related services.
“Order” means any order form, online sign-up, purchase confirmation, or other written agreement or communication by which you acquire rights to access and use the Platform, including any renewals or amendments.
“Personal Data” means “personal information,” “personally identifiable information,” and equivalent terms as such terms may be defined by the Data Protection Laws (as defined in the Data Processing Addendum).
“Privacy Policy” means Heatseeker’s privacy policy, as updated from time to time and available at: https://www.heatseeker.ai/legal/privacy-policy
“Subscription” means the right to access and use the Platform as described in the applicable Order, subject to the limits and features of the plan purchased.
“User” means any individual who is authorized by you to access or use the Platform under your Subscription, including your employees, contractors, and representatives.
