HEYCOUNSEL TERMS OF USE
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Last Updated: July 2, 2025

These Terms of Use (the “Terms”) are a binding contract between you and Hey Counsel, Inc. (“HeyCounsel,” “we,” or “us”). Your use of https://www.heycounsel.com, any associated mobile applications, our Slack community chat group, and all related services, content, features, and technology (collectively, the “Services”) in any way means that you agree to these Terms, and these Terms will remain in effect while you use the Services. These Terms incorporate by reference our Privacy Policy, Community Code of Conduct, and any other applicable policies (collectively, the “Policies”). Some Services may also be subject to additional terms, rules, or guidelines (“Additional Terms”).

By using or participating in any Services governed by Additional Terms you agree to also comply with those Additional Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, A CLASS‑ACTION WAIVER, AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION RATHER THAN A JURY TRIAL.ARBITRATION NOTICE & CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HEYCOUNSEL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS‑WIDE ARBITRATION.

‍Will these Terms ever change?
We continually work to improve the Services and may need to change these Terms. We reserve the right to modify the Terms at any time. If we do, we will post the revised Terms on the Services, update the “Last Updated” date above, and, if the changes are material, attempt to notify you (for example, via email or an in‑product notice). By continuing to use the Services after the changes become effective you agree to the revised Terms. If you do not agree, you must stop using the Services.

‍What about my privacy?
Your privacy matters to us. Please review our current Privacy Policy, which describes how we collect, use, and protect your information.

‍Children’s Online Privacy Protection Act (COPPA).
The Services are not directed to children under 16 and we do not knowingly collect personal information from children under 16. If we learn that a child under 16 has provided us personal information, we will delete it. Contact support@heycounsel.com if you believe that has occurred.

‍Basics of using HeyCounsel.
To access certain Services you must create an account by providing accurate and complete information, including a valid email address (your “HeyCounsel Username”) and password. You must be at least 18 (or the age of majority in your jurisdiction) or have the consent of a parent or guardian. If you register on behalf of an organization, you represent you have authority to bind that organization to these Terms. You are responsible for all activity under your account and for keeping your credentials confidential. You may not transfer your account without our prior written consent.You may also access portions of the Services using credentials from a third‑party platform (a “Third‑Party Account”) such as Google or LinkedIn. By connecting a Third‑Party Account you authorize us to access information from that account consistent with your settings on that service.You must use the Services only for legal, authorized purposes. You may not use the Services if (a) it is prohibited by applicable law, or (b) you are barred from doing so by U.S. sanctions or other government restrictions.

‍Messaging.
By registering you consent to receive emails, messages, and other communications from HeyCounsel as described in our Privacy Policy. You can opt out of non‑transactional messages as provided therein.

‍Restrictions on use.
You agree not to do, attempt to do, or encourage others to do any of the following while using the Services or any Content (defined below): Infringe or violate intellectual‑property or other rights of HeyCounsel or any third party; Violate any law or regulation; Post content that is deceptive, harmful, harassing, defamatory, obscene, or otherwise objectionable; Access another user’s account without permission or solicit credentials; Send unsolicited promotions or spam; Probe, scan, or test the vulnerability of the Services or any network;Interfere with the proper working of the Services, including via bots, scrapers, or other automated means; Copy, store, or distribute significant portions of the Content; Reverse engineer or otherwise attempt to obtain the source code of the Services; Use the Services to train, test, or validate any artificial‑intelligence or machine‑learning system; or Bypass or breach any security or authentication measures.Violation of this Section may result in immediate suspension or termination of your account and legal action.

‍Your rights in the Services & Content.
All materials displayed on or accessible through the Services, including text, graphics, images, articles, and other content (collectively, “Content”) are protected by intellectual‑property laws. Subject to these Terms, HeyCounsel grants you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Services and Content for your personal or internal business purposes. Except as expressly permitted, you may not copy, reproduce, distribute, modify, or create derivative works from any Content without prior written consent from the rightful owner.

‍User Submissions.
Anything you post, upload, share, or otherwise provide through the Services is a “User Submission.” You are solely responsible for your User Submissions and represent that you have all rights required to grant the licenses below and that your User Submissions comply with these Terms and all laws.By submitting User Submissions you grant HeyCounsel a worldwide, perpetual, irrevocable, royalty‑free, sublicensable license to use, reproduce, adapt, distribute, display, and perform those User Submissions in connection with operating, improving, and promoting the Services. You also grant each user of the Services a non‑exclusive license to access and use your User Submissions as permitted through the functionality of the Services.

‍DMCA Copyright Policy.
HeyCounsel responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (“DMCA”). If you believe your copyrighted work has been copied in a way that constitutes infringement, please send a notice to our designated agent at: Hey Counsel, Inc. Attn: DMCA Designated Agent brian@heycounsel.com DMCA-1063959. Your notice must comply with 17 U.S.C. § 512(c)(3). We may remove or disable access to the alleged infringing material and terminate repeat infringers.

‍Who is responsible for what I see and do on the Services?
Content comes from a variety of sources and HeyCounsel makes no representations about its accuracy or quality. You access all Content at your own risk. HeyCounsel is not liable for errors or omissions in any Content or for any damages resulting from your use of or reliance on Content.

‍Changes to the Services.
We may add, modify, or remove features and may suspend or discontinue the Services entirely at any time.

‍Fees & Paid Services.
Some Services are free; others require payment (“Paid Services”). Prices and payment terms are presented when you sign up for Paid Services and are incorporated into these Terms. We use third‑party payment processors (e.g., Stripe) and are not responsible for their acts or omissions. Paid Services may renew automatically unless you cancel in accordance with your account settings. Taxes, data charges, and message fees are your responsibility.

‍Termination.
You may close your account at any time by emailing support@heycounsel.com. HeyCounsel may suspend or terminate your account or access to the Services at any time for any reason, including violation of these Terms. Sections that by their nature should survive termination will survive.

‍Referral Programs.
HeyCounsel may offer referral or promotional programs subject to additional terms. We may modify or terminate such programs at any time.

‍Warranty Disclaimer.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

‍Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEYCOUNSEL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS (THE “HEYCOUNSEL PARTIES”) SHALL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, (B) ANY SUBSTITUTE GOODS OR SERVICES, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO HEYCOUNSEL FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL.

‍Indemnity.
You agree to indemnify and hold the HeyCounsel Parties harmless from any claims, damages, and expenses (including attorneys’ fees) arising out of your use of the Services or violation of these Terms.

‍Assignment.
You may not assign these Terms without our prior written consent. We may assign or delegate our rights and obligations without consent.

‍Governing Law.
These Terms are governed and the laws of the State of California without regard to conflict‑of‑laws rules.

‍Arbitration Agreement.
a. Negotiation. Before filing a claim, the parties shall attempt to resolve the dispute informally in good faith.
‍b. Binding Arbitration. If negotiations fail, any dispute arising out of these Terms shall be finally settled by binding arbitration in San Diego County, California, conducted in English by JAMS under its Streamlined Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
c. Waiver of Jury Trial & Class Actions. YOU WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR CONSOLIDATED ACTIONS. If this waiver is held unenforceable, the entire arbitration agreement is void.
d. Opt‑Out. You may opt out of arbitration by sending written notice to the address above within 30 days of first accepting these Terms.
e. Exclusive Venue. If you opt out or the arbitration agreement is unenforceable, you and HeyCounsel agree to litigate exclusively in the state or federal courts located in San Diego County, California.

‍Miscellaneous.
You are responsible for paying any taxes associated with your use of the Services. Failure to enforce any right under these Terms is not a waiver. If any provision is unenforceable, it will be modified to reflect the parties’ intention or eliminated to the minimum extent necessary, and the remaining Terms will remain in effect. These Terms constitute the entire agreement between you and HeyCounsel regarding the Services, superseding any prior agreements. Except as expressly provided in the arbitration agreement, there are no third‑party beneficiaries.If you have questions about these Terms, please contact us at support@heycounsel.com.