BeHeard Labs

Services Order Form

BeHeard Inc., a Delaware corporation located at , 548 Market Street, PMB 786440, San Francisco, 94104 ("BeHeard") and the customer entity purchasing the Platform subscription via Stripe ("Customer").

This Order Form is governed by, and subject to, the Zesty Customer Terms and Conditions available at https://gobeheard.com/smsterms.

Core Service:

BeHeard provides a conversational AI platform designed to enhance customer engagement across the post-purchase journey. The Core Service includes access to AI-powered agents.

Each agent is designed to operate over SMS and other messaging platforms, ensuring high engagement and seamless integration into the customer experience. For assuring quality, the BeHeard agents may be reviewed and operated by humans as needed.

Permitted Use:

Customer is granted a non-exclusive, non-transferable license to use the BeHeard platform solely for its internal business purposes. Permitted use cases include:

  • Collecting and analyzing customer feedback through conversational messaging

  • Identifying and resolving service issues before escalation

  • Encouraging and routing customers to leave public reviews

  • Sending proactive, personalized offers and messages to increase retention and revenue

  • Automating post-purchase follow-up and outreach using AI-driven conversation flows

Use of the Services must comply with BeHeard’s documentation and any applicable messaging regulations.

Implementation Assistance:

BeHeard will provide the following implementation assistance:

  • Technical onboarding and configuration of the BeHeard platform

  • Integration support with Customer’s point-of-sale (POS) or CRM system, if applicable

  • Agent training and customization, including tailored conversational flows for Feedback, Winback, and Proactive Agents

  • Physical beacons at key locations for driving best-in-class customer interactions

Fees:

Service Fees:

  • Set forth in Stripe

Initial Term: Initial term of 1 month (subject to renewal as set forth in the Agreement).

Agreement

This agreement (“Agreement”) is entered into as of (Effective Date), 2025 (the “Effective Date”) between BeHeard Labs, Inc. (“BeHeard”), and the customer listed above (“Customer”). This Agreement includes and incorporates the above Order Form as well as the accompanying Customer Agreement and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. Each party’s acceptance of this Agreement was and is expressly conditional upon the other’s acceptance of the terms contained in the Agreement to the exclusion of all other terms. 

BeHeard
Customer Agreement

  1. SERVICES.

    1. Order Forms; Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) BeHeard grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the BeHeard product(s) and/or service(s) for the “Permitted Uses” described in the Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with BeHeard’s applicable official user documentation for such Service (the “Documentation”).

    2.  Inputs; Outputs. As part of the Services, Customer’s end users (each an “End User”) may provide input to be processed by the Services (“Input”) and receive outputs generated and returned by the Services based on the Input (“Output”). Customer may not use or otherwise exploit any Output in any manner for any purpose other than the Permitted Uses. 

    3. Service Updates. From time to time, BeHeard may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that BeHeard shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that BeHeard may make improvements and modifications to the Services at any time in its sole discretion; provided that BeHeard shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

    4. Support; Service Levels. Subject to Customer’s payment of all applicable fees, BeHeard will provide support, maintenance, and uptime for each Service in accordance with (i) the support package selected by Customer on the applicable Order Form (if any) and (ii) BeHeard’s then-current standard Support and Availability Policy (the current version of which is set forth at https://www.gobeheard.com/support-and-availability.

    5. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services or Outputs; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Services to build an application or product that is competitive with any BeHeard product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures BeHeard may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (ix) use the Services to infringe any third-party intellectual property or other proprietary rights; (x) use the Services or Outputs to develop, train or improve any AI Technologies (as defined below); (xi) represent that any Outputs were human-generated; or (xiii) represent, by any act or omission, that any results of the Services or such result’s accuracy, quality, integrity, legality, reliability, appropriateness has been reviewed or approved by BeHeard in any manner. 

    6. End User Access. Customer represents, warrants, and covenants that Customer has, and shall have at all times during the term, all necessary rights, title, and interest, and has all consents or other clearances necessary, to (i) share the Customer Data, including End User phone numbers, with BeHeard and (ii) authorize BeHeard to use the Customer Data as set forth herein. Customer acknowledges and agrees that End Users must accept BeHeard’s then-current Terms of Service and Privacy Policy and that BeHeard shall have no obligation to provide the Services to End Users who have not done so. 

  2. Ownership. 

    1. BeHeard Intellectual Property. As between the parties, BeHeard retains all right, title, and interest in and to the Services, and all software, technology, products, works, artificial intelligence or machine learning models (“AI Technologies”) and other intellectual property and moral rights related thereto or created, used, or provided by BeHeard for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. 

    2. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to BeHeard with respect to the Service (“Feedback”). BeHeard acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to BeHeard a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair BeHeard’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

    3. Aggregated Anonymous Data. Customer acknowledges and agrees that BeHeard may freely use, retain and make available Aggregated De-Identified Data (as defined below) for BeHeard’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing BeHeard’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by BeHeard in connection with Customer’s use of the Service, including Inputs and Outputs, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.

    4. Usage Data. BeHeard may collect, retain and use during and after the term of this Agreement, usage data that is derived from the operation of the Service, including patterns identified through the use of the Service and data regarding the performance of the Service (“Usage Data”), which such Usage Data will not contain Customer Data (as defined below). BeHeard is free to use Usage Data for any lawful purpose, including to develop and improve the Services, including AI Technologies. 

  3. Customer Data. 

    1. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not BeHeard, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to BeHeard as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). 

    2. Data Protection. BeHeard shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. BeHeard is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to BeHeard’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that BeHeard may internally use and modify (but not disclose) Customer Data for the purposes of providing the Service to Customer.

  4. Customer Responsibilities.

    1. General. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws) and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. Customer acknowledges and agrees that in the event that the Customer (or its vendors) receives a request for an End User to opt-out of text messaging services or knows that an End User requested to opt-out of text messaging services, Customer must notify BeHeard within five (5) days of such request. Customer represents and warrants that it will provide its End Users will all Documentation and Customer shall defend, indemnify, and hold harmless BeHeard, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees), that arise from or relate to any claim that such Documentation was not provided to the End User for such Service. 

    2. Third Party Integrations. Customer acknowledges and agrees that (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Service or certain portions thereof may be dependent on BeHeard’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the BeHeard for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. BeHeard cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

  5. Confidentiality. Except as expressly provided in this Agreement, each Party shall not possess, access, use or disclose any of the other Party’s Confidential Information (as defined below) except to perform its obligations or exercise its rights under the Agreement. Each Party shall use reasonable care to protect the other Party’s Confidential Information, but in no event less care than it employs in protecting its own Confidential Information. Each Party shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of this Agreement (or at the disclosing Party’s request at any other time), each Party shall return or destroy all of the other Party’s tangible Confidential Information. The restrictions herein will not prevent either Party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information; provided that such Party promptly notifies the disclosing Party upon learning of any such legal requirement, and cooperates with the disclosing Party in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. “Confidential Information” means all financial, business or technical information that is disclosed by or for a Party in relation to this Agreement (including all copies and derivatives thereof) and which are marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by their nature would be understood by a reasonable person to be proprietary or confidential but not including any information that a receiving Party can demonstrate is provided by a third party without breach of any obligation to the disclosing Party, is generally available to the public without breach of this Agreement or is independently developed by it without reliance on such information. All benchmarking and performance information relating to the Services shall be BeHeard’s Confidential Information.


  1. Fees; Payment. Customer shall pay BeHeard fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on BeHeard’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) BeHeard shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at BeHeard’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage.

  2. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, BeHeard may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with BeHeard’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) BeHeard shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, BeHeard shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) BeHeard shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by BeHeard to Customer, including any assistance in exporting the Customer Data, shall be billable at BeHeard’s standard rates then in effect.

  3. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (1) (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of BeHeard as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right or (2) Customer's failure to comply with Section 1.7 (in the case of Customer as Indemnitor). Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of BeHeard do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by BeHeard (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by BeHeard, (iv) combined with other products, processes or materials not provided by BeHeard (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.

  4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES OPERATE ON AI TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, THIRD PARTY ARTIFICIAL INTELLIGENCE-POWERED TOOLS (“THIRD PARTY AI TECHNOLOGIES”)) AND BEHEARD DOES NOT TEST, VERIFY, ENDORSE OR GUARANTEE TO BE ACCURATE, COMPLETE OR CURRENT ANY SUCH SERVICES OR ANY RESULTS OF THE SERVICES. BEHEARD DOES NOT CONTROL OR INFLUENCE THE TRAINING OR HOSTING OF ANY SUCH THIRD PARTY AI TECHNOLOGIES. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL RESULTS FROM THE SERVICES AS TO APPROPRIATENESS FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS.  THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT FOR THE SERVICES APPLY TO ANY SERVICES WHICH OPERATE ON, OR RESULT FROM, BEHEARD’S AI TECHNOLOGIES OR THIRD PARTY AI TECHNOLOGIES. DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE, IT IS POSSIBLE THAT RESULTS OF THE SERVICES GENERATED THROUGH CUSTOMER’S OR ITS END USERS’ USE OF ANY ARTIFICIAL INTELLIGENCE-POWERED COMPONENTS OF THE SERVICES MAY BE SIMILAR TO RESULTS GENERATED THROUGH ANOTHER USER’S USE OF THE SERVICES, OR THAT THE SAME END USER DATA MAY RESULT IN DIFFERENT RESULTS FROM ONE USE TO THE NEXT.

  5. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO BEHEARD HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

  6. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and BeHeard with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and BeHeard with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) BeHeard may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that BeHeard may use Customer’s name and logo to refer to Customer as a customer of BeHeard on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.