Last Updated: October 2, 2026
These Platform Terms and Conditions (these "Terms") govern access to and use of the Services by Client and its Authorized Users. Heron Intelligence and Client are sometimes referred to herein each as a "Party" and together as the "Parties." Capitalized terms used in these Terms have the meanings given in Section 15 (Definitions) or where they are first defined.
Acceptance. Client accepts these Terms, and agrees to be bound by them, by (i) executing an Order Form that references or incorporates these Terms; (ii) clicking a button, checking a box or otherwise indicating acceptance through the Platform or any registration, trial or ordering process; or (iii) accessing or using any of the Services. An individual who accepts these Terms on behalf of an entity represents and warrants that he or she has the authority to bind that entity, and in that case "Client" means that entity. An individual who does not have such authority may not accept these Terms or access or use the Services. Each Authorized User must comply with these Terms as a condition of his or her access to and use of the Services.
Order of Precedence. In the event of any conflict, the following order of precedence applies: (i) a written agreement executed by both Parties, solely to the extent it expressly modifies or supersedes a specific provision of these Terms; (ii) the applicable Order Form; and (iii) these Terms. Acceptance of these Terms, or of any other notice or prompt presented through the Platform, by an Authorized User shall not amend any written agreement executed by both Parties. Any terms or conditions contained in or referenced by any purchase order, vendor registration, procurement portal or other form or document of Client are of no force or effect, even if accepted, acknowledged or signed by Heron Intelligence.
Scope. These Terms do not govern any product, plan or service that Heron Intelligence makes available under separate terms of service that expressly state that they govern that product, plan or service, including self-service plans purchased online without an Order Form.
(a) License Grant. Subject to the terms and conditions of this Agreement, during the Subscription Term, Heron Intelligence hereby grants to Client the limited, non-exclusive, non-transferable (except as permitted in Section 13(h) (No Assignment)), non-sublicensable right and license for Client's Authorized Users to access and use the Services within the scope of Client's Subscription (including any Trial Content Set) as set forth in an Order Form solely for Client's internal business purposes. For purposes of this Agreement, "Authorized Users" means employees or authorized contractors of Client, not to exceed the number set forth in the Order Form, who: (i) use the Services solely for the benefit of Client in accordance with this Agreement; and (ii) are bound by written confidentiality obligations no less protective than those set forth herein. Sharing of Authorized User accounts is prohibited. Client is solely responsible and liable for all acts and omissions of its Authorized Users and for all access to and use of the Services resulting from access provided by Client, whether such use is permitted or in violation of this Agreement. Unauthorized access to or use of the Services by individuals not covered under the Subscription shall require the purchase of a separate Subscription.
(b) Transcript Library. If Client's Subscription includes access to the Transcript Library via the Platform, then, subject to the terms and conditions of this Agreement, Client may onward distribute de minimis portions of any report or transcript in the Transcript Library on an ad hoc and limited basis to its clients and prospects; provided that: (i) such distribution does not serve as a replacement for any of Heron Intelligence's Services, including reports and Transcript Library offerings, or impact Heron Intelligence's ability to realize revenue on the reports or Transcript Library; (ii) such distribution is not made to any company or individual that is the target or subject of the report or transcript; and (iii) any such client or prospect shall be deemed a "Representative" (as defined below) and subject to the confidentiality obligations set forth in Section 5 (Confidentiality) of this Agreement. Heron Intelligence may in its sole discretion restrict Client's or its Authorized Users' ability to download reports or transcripts or limit the number of times that any report or transcript may be downloaded. Bulk, automated, or other systematic downloads of transcripts from the Platform are not permitted, except through an application programming interface ("API") or Model Context Protocol ("MCP") interface that is expressly included in Client's Subscription and within any rate limits or usage parameters that Heron Intelligence specifies.
(c) Trial Access; Conversion. If specified in an Order Form, Client will receive access to the Services on a trial basis for the period set forth therein (the "Trial Period"), which may include access limited to a subset of Content, datasets, features, or Authorized Users (the "Trial Content Set"). During the Trial Period, the Services are provided "as is" and "as available," without warranty or indemnity, and Heron Intelligence shall have no liability arising from Client's evaluation use. Except as expressly stated in this Section 1(c) and the Order Form, the Services provided during the Trial Period are subject to all terms of this Agreement, including the use restrictions and confidentiality obligations. During the Trial Period, Heron Intelligence may meter or restrict downloads, API calls, or other usage of any Content included in the Trial Content Set. Unless Client cancels in accordance with the Order Form before the end of the Trial Period, the Subscription will automatically convert on the last day of the Trial Period (the "Conversion Date") to the full scope specified in the Order Form (the "Full Subscription"), and the applicable Fees will become due and payable as set forth in Section 7 (Fees and Payment; Taxes). Client shall pay any trial or evaluation fee specified in the Order Form (the "Trial Fee"), and on the Conversion Date Heron Intelligence is authorized to invoice Client for, charge, or otherwise collect the applicable Fees using the payment method or instructions on file. Notwithstanding Section 7(a), if the Order Form provides for a cancellation right during the Trial Period, upon timely cancellation Heron Intelligence will issue any refund expressly described in the Order Form. Such refund shall be Client's exclusive remedy in connection with cancellation during the Trial Period.
(d) Changes. Heron Intelligence reserves the right, in its sole discretion, to make any changes to the Heron Intelligence Properties (as defined below) that it deems necessary or useful to comply with applicable law or to maintain or enhance the quality, delivery, or efficiency of the Services to its customers, or the competitive strength of or market for its products or services. Without limitation, Heron Intelligence reserves the right to add, modify, or discontinue Content, provided that such changes do not materially degrade the overall value of the Content. Material feature changes or improvements to the Services that Heron Intelligence offers for additional fees will not automatically be provided to Client.
(e) Use Restrictions. Except as otherwise expressly provided in this Agreement, Client shall not, and shall not permit any Authorized User or third party to: (i) copy, modify, rent, lease, lend, sell, sublicense, assign, distribute, publish, publicly display, transfer, create derivative works from, market, promote, or otherwise make available the Heron Intelligence Properties to any person, including, without limitation, on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (ii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part, except to the extent that such restriction is expressly prohibited by applicable law; (iii) circumvent or disable any security device or protection used by Heron Intelligence or access or use the Services other than by an Authorized User through the use of his or her own then-valid access credentials; (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or Heron Intelligence's provision of products or services to any third party, in whole or in part; (v) access or use the Heron Intelligence Properties in any manner or for any purpose that infringes, misappropriates or otherwise violates the intellectual property or proprietary rights of any third party, or that violates any applicable law; (vi) access or use the Heron Intelligence Properties for purposes of competitive analysis or benchmarking or the development, provision or use of a competing service or product; or (vii) use the Heron Intelligence Properties with any public or third-party artificial intelligence ("AI") or machine learning tools, including large language models or APIs, that process data in a manner that is not private, confidential, secure, and fully controlled by Client (e.g., tools that train on or retain user-provided inputs or transmit data to external servers). For purposes of this clause (vii), an AI tool that Client licenses under a written enterprise agreement that prohibits the provider from training on, and limits the provider's retention and use of, Client's inputs and outputs, and that is used solely within Client's access-controlled environment, shall be deemed private, confidential, secure, and fully controlled by Client, notwithstanding that the provider hosts such tool or processes data on its servers. The license and use rights provided herein do not include permission to use any data mining, robots, or similar data gathering or extraction methods. Content is not intended for use by Client in connection with an employment purpose. Without limiting the foregoing, except as otherwise expressly agreed in a written agreement executed by both Parties that addresses compliance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (the "FCRA"), Client shall not use any Content as a factor in establishing any individual's eligibility for credit, insurance, employment or housing, or for any other purpose covered by the FCRA or any similar state law. The Content is not a "consumer report," and Heron Intelligence is not acting as a "consumer reporting agency," as those terms are defined in the FCRA.
(f) Suspension or Termination of Subscription. Heron Intelligence shall have the right, directly or indirectly, including, without limitation, by use of any lawful technology, device or means, to suspend, terminate or otherwise deny Client's, any Authorized User's or any other person's access to or use of all or any part of the Services at any time without incurring any resulting obligation or liability, if: (i) Heron Intelligence receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Heron Intelligence to do so; (ii) Heron Intelligence reasonably believes Client or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; or (iii) this Agreement expires or is terminated. This Section does not limit any of Heron Intelligence's other rights or remedies, whether at law, in equity or under this Agreement.
If Client's Subscription includes access to Licensed Data in bulk data format, then the following terms shall apply:
(a) Delivery Method and Format. Heron Intelligence shall deliver the Licensed Data to Client via the delivery method and at the frequency and schedule specified in the Order Form or otherwise as mutually agreed in writing by the Parties.
(b) Derived Data. Subject to the restrictions set forth in this Agreement, including, without limitation, Section 1(e)(vii) and Section 2(c), Client may process, analyze, or otherwise manipulate the Licensed Data to create new data sets, insights, models, or outputs ("Derived Data"). Derived Data that constitutes a modification, enhancement, translation, or other derivation of the Licensed Data from which the original Licensed Data may be identified or reconstructed ("Traceable Derived Data") shall be treated as Licensed Data and subject to the same use restrictions and confidentiality obligations as set forth herein. Client shall not distribute, sublicense, or commercialize the Licensed Data or any Derived Data that constitutes, includes, or is based on Traceable Derived Data without Heron Intelligence's prior written consent. For the avoidance of doubt, Client shall not sell, offer to sell or otherwise commercialize trading signals derived in whole or in part from Heron Intelligence's Licensed Data or that otherwise constitute Traceable Derived Data.
(c) Use of Generative AI/LLMs. When ingesting or processing Licensed Data using a large language model, generative AI, vector database, embedding service, or similar system (each, an "AI System"), upon request by Heron Intelligence, Client must disclose: (i) the name and version of the AI System; (ii) information pertaining to the provider and hosting environment; (iii) reasonable information pertaining to any fine-tuning, embeddings, caching, or indexing that will result in persistent storage of Licensed Data (including metadata) beyond transient processing; and (iv) any downstream sub-processors that may access Licensed Data. Licensed Data may not be used to train or improve third-party or foundational models (beyond Client's internal models). All outputs must remain within Client's approved environment, except for Derived Data that is not Traceable Derived Data. Any failure to comply with Heron Intelligence's reasonable request(s) under this Section will constitute a material breach of this Agreement.
(a) Account Registration and Use. Each Authorized User will be issued unique access credentials, which are for that individual's use only and may not be shared. Client is responsible for keeping credentials confidential, for all activities occurring under its Authorized Users' accounts, and for promptly notifying Heron Intelligence of any unauthorized access to or use of the Services or any other known security breach. Client may replace an Authorized User upon prompt notice to Heron Intelligence.
(b) Operating Environment. Client is solely responsible for procuring and maintaining all hardware, software, communications systems, and internet connectivity required to access and use the Services, and for all associated third-party fees and charges.
(c) Security and Encryption. Client shall at all times maintain security systems and procedures for the protection of the Licensed Data that are no less stringent than those it applies to its own similar confidential or sensitive data and/or systems to prevent any unauthorized access to, misuse of, or disruption to the Services. These shall include, at a minimum: (i) establishing and maintaining all reasonable procedures and systems to allow for the delivery of the Licensed Data in accordance with this Agreement and any Order Form, and to ensure that the Services are accessible only by Authorized Users and protected from unauthorized access, misuse, damage or disruption; and (ii) promptly giving written notice to Heron Intelligence of any unauthorized access to or misuse of the Services or Client's systems of which it is aware, including reasonable detail of the security breach and the measures taken to cure it.
(d) Compliance with Applicable Law. Client shall comply with all applicable laws, rules, and regulations in connection with its access to and use of the Services, including, without limitation, with respect to data privacy and protection. The Services are controlled and operated by Heron Intelligence from the United States and are not intended to subject Heron Intelligence to the laws or jurisdiction of any state, country, or territory other than that of the United States. Heron Intelligence neither represents nor warrants that the Services are appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access and use the Services, Client does so on its own initiative and at its own risk, and Client is responsible for complying with all local laws, rules, and regulations. Heron Intelligence may limit the availability of the Services outside the United States at its sole discretion at any time.
(e) Data Protection. To the extent that the processing of personal data under this Agreement by either Party is subject to Regulation (EU) 2016/679 (the "GDPR"), the GDPR as it forms part of the law of the United Kingdom, or any other applicable data protection law, each Party acts as an independent controller of the personal data that it processes in connection with this Agreement, and each Party shall comply with all such laws applicable to it in relation to that processing. Heron Intelligence processes the registration, contact, and usage information of Authorized Users to provide, secure, administer, and support the Services and to communicate with Client and its Authorized Users regarding the Services and this Agreement. Client shall provide any notices to, and obtain any consents from, its Authorized Users that applicable law requires for such processing.
(a) Sources. The Content may contain details about Heron Intelligence's sources ("Sources"). Client acknowledges and agrees that the identity of such Sources is confidential and proprietary information of Heron Intelligence and shall be treated as Confidential Information within the meaning of Section 5(a) (Confidential Information) hereof. Client shall not directly or indirectly, including through AI means, attempt to reverse engineer the identity of any Source, contact any Source for any purpose, or disclose the identity of any Source to any third party. The information contained in the Content is obtained from Sources reasonably believed to be reliable. Heron Intelligence shall not ask or induce any Source to breach any confidentiality agreements or other legal, contractual or fiduciary obligations or duties concerning non-disclosure of information. Heron Intelligence will specifically advise all Sources that they should not provide any information in violation of any duty, obligation or agreement and will verbally confirm with each Source their agreement not to provide any such information at the time an interview is conducted. Heron Intelligence will further advise such Sources that the information they provide will not be kept confidential and may be disclosed to third parties.
(b) Material Non-Public Information. Heron Intelligence takes measures intended to prevent, detect and correct the dissemination of material non-public information ("MNPI") relating to any issuer that would restrict the trading activities of Client or its affiliates. Heron Intelligence will not seek but may inadvertently come into possession of MNPI through its research by way of unsolicited disclosure by its Sources. Heron Intelligence will use commercially reasonable efforts to redact or otherwise remove any MNPI from the Content.
(a) Confidential Information. The Parties acknowledge that by reason of their relationship hereunder, each Party may disclose or provide access to the other certain Confidential Information. For purposes of this Agreement, "Confidential Information" means any proprietary or non-public information of the other Party, whether written, electronic, oral or otherwise, disclosed by the other Party in the course of performance of this Agreement that a Party knows or reasonably should know is considered confidential by the disclosing Party, including, without limitation, the terms and conditions of this Agreement, any information about a Party's strategies, operations, investors, business plans, finances, technology, or methodologies, any third-party data labeled as confidential by its provider, and, with respect to Heron Intelligence, the Sources and Content. Notwithstanding the foregoing, Confidential Information does not include information that, as demonstrated by documentary evidence: (i) is or becomes publicly available through no breach of this Agreement by the receiving Party or any of its Representatives (as defined below); (ii) is received by the receiving Party from a third party entitled to disclose such information without restriction; or (iii) is independently developed by the receiving Party without the use of the disclosing Party's Confidential Information. All Confidential Information shall remain the property of the disclosing Party, and nothing in this Agreement is intended to grant any rights in or to Confidential Information except as expressly set forth herein.
(b) Restrictions on Use. The receiving Party shall hold the disclosing Party's Confidential Information in strict confidence using at least the same standard of care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Without limiting the generality of the foregoing, the receiving Party shall: (i) protect the Confidential Information in accordance with the requirements of all applicable personal information, personal data, data security, and privacy laws; and (ii) maintain commercially reasonable security measures to protect against unauthorized access to the Confidential Information. The receiving Party shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the disclosing Party's prior written consent. Client shall not disclose any Content or the information contained therein or any of Heron Intelligence's Confidential Information to any company or individual that is the target or subject of the Content. The receiving Party shall disclose Confidential Information only to its officers, directors, employees, professional advisers, consultants, auditors, affiliates, lending partners, deal partners or other representatives (collectively, "Representatives") who have a need to know such information in the performance of their duties and are bound by confidentiality provisions or professional standards no less stringent than those contained herein; provided, however, that the receiving Party shall be fully responsible for any breaches by its Representatives. Notwithstanding anything herein to the contrary, Heron Intelligence shall have the right to collect, use and disseminate data and information relating to Client's and its Authorized Users' use of the Services, including, without limitation, service level data and usage patterns (collectively, "Usage Data"), solely in an aggregated and anonymized manner for Heron Intelligence's business purposes; provided, that Usage Data shall not identify Client or contain Client's Confidential Information. As between the Parties, Client retains all right, title and interest in and to any data or information provided by Client or its Authorized Users to Heron Intelligence or the Platform in connection with the Services ("Client Data"); Client hereby grants Heron Intelligence a non-exclusive license to use Client Data solely to provide the Services and, in aggregated and anonymized form only, to maintain and improve the Services.
(c) Compelled Disclosure. If the receiving Party or its Representatives become compelled by legal or administrative process or proceeding, applicable law or regulation, or a self-regulating entity to disclose Confidential Information, then to the extent legally permissible, the receiving Party shall provide the disclosing Party with written notice as promptly as practicable after it becomes aware of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy.
(d) Injunctive Relief. The Parties acknowledge and agree that any breach or threatened breach of this Section 5 (Confidentiality) will cause irreparable harm to the non-breaching Party, the extent of which would be difficult to ascertain and cannot be adequately compensated through money damages. Accordingly, in the event of any breach or threatened breach of these provisions, the non-breaching Party will have the right to seek immediate injunctive or other equitable relief without the necessity of posting a bond or proving damages. The remedies afforded hereunder are cumulative and in addition to those provided at law or equity.
(a) Heron Intelligence Properties. As between the Parties, Heron Intelligence and its licensors are the sole and exclusive owners of all right, title and interest in and to the Services, the Content, Heron Intelligence's Confidential Information, Usage Data, Traceable Derived Data, any deliverables, and all documentation, materials, information, data, methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how embodied therein, or that Heron Intelligence or its affiliates may develop or supply in connection with the Services, including, without limitation, all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications, improvements, and derivative works thereof, all of the foregoing excluding Third-Party Materials (as defined below), and all intellectual property and proprietary rights relating to the foregoing (collectively, the "Heron Intelligence Properties"). Without limitation of the foregoing, Client acknowledges and agrees that: (i) Heron Intelligence has expended significant resources gathering, assembling, and compiling the Licensed Data; and (ii) the Licensed Data is Heron Intelligence's original proprietary compilation protected by United States copyright law. This is not an assignment or "work for hire" agreement, and nothing in this Agreement grants to Client any ownership or use rights with respect to the Heron Intelligence Properties except for the limited license, access and use rights expressly granted in this Agreement. Client shall not remove, delete, alter or obscure any intellectual property or proprietary rights notices from the Heron Intelligence Properties.
(b) Third-Party Materials. Heron Intelligence may from time to time make Third-Party Materials available to Client, which may be subject to their own terms and conditions. For purposes of this Agreement, "Third-Party Materials" means any Content, materials or information, in any form or medium, including, without limitation, any open source software or other software, documents, data, content, specifications, products, equipment, or components of or relating to or otherwise found on or made available through the Services, including, without limitation, any external websites or resources, that are not proprietary to Heron Intelligence or its affiliates. Third-Party Materials are made available at Heron Intelligence's sole discretion. Heron Intelligence does not guarantee the availability of any particular Third-Party Materials in its Services. In the event that Heron Intelligence's access or right to use any Third-Party Materials is terminated, Heron Intelligence may, but is not obligated to, replace such Third-Party Materials with a reasonable alternative. Nothing in this Agreement limits Client's rights under, or grants Client rights that supersede, any applicable terms and conditions for such Third-Party Materials. If Client does not agree to comply with the terms applicable to any Third-Party Materials, then Client must not access or use such Third-Party Materials. Heron Intelligence's use of or reference to Third-Party Materials does not imply Heron Intelligence's endorsement or approval of any such Third-Party Materials for any purpose.
(c) Feedback. If Client or any Authorized User provides to Heron Intelligence any feedback in any format or medium concerning the Heron Intelligence Properties, including, without limitation, concerning the functionality, performance, potential errors and improvements thereof ("Feedback"), Client hereby grants to Heron Intelligence a non-exclusive, worldwide, transferable, irrevocable, perpetual right and license to use the Feedback on an anonymous basis without payment or restriction.
(a) Fees and Payment. In consideration of the Subscription, Client shall pay Heron Intelligence the Fees set forth in the Order Form in U.S. dollars. Heron Intelligence accepts payment of Fees directly from Client or, upon mutual agreement, indirectly through commission-sharing agreements or other "soft dollar" arrangements with certain broker-dealers of Client. Except for any amounts subject to a good faith dispute, past due balances shall accrue interest calculated at an interest rate of one percent (1%) per month, or the maximum rate permitted by law, whichever is lower, until paid. Heron Intelligence may suspend Client's Subscription and access to the Services if Client fails to pay the Fees by the applicable due date. Except as expressly provided in this Agreement, all Fees are non-refundable.
(b) Taxes. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Heron Intelligence's income.
(a) Record-Keeping Obligations. Client shall maintain reasonable records of its access to and use of the Services and the Licensed Data (including any Traceable Derived Data) sufficient to demonstrate its compliance with this Agreement and shall retain such records during the Subscription Term and for two (2) years thereafter.
(b) Audit Rights. Heron Intelligence or its designee shall have the right, at its expense, upon reasonable prior written notice and during normal business hours, to audit Client's access to and use of the Services, including, without limitation, the Licensed Data, to verify compliance with the terms of this Agreement. Such audits may consist of a review of relevant logs, systems, and records related to the use, storage, and distribution of the Licensed Data. Audits shall be conducted no more than once in any twelve (12) month period unless Heron Intelligence has a reasonable basis to suspect a material breach of this Agreement, in which case additional audits may be conducted. Client shall cooperate reasonably with any such audit. Any such audit shall be subject to reasonable confidentiality obligations. If such audit reveals that Client has exceeded the scope of its Subscription or has otherwise underpaid Heron Intelligence with respect to any amounts due and payable during the Subscription Term, Client shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 7(a) (Fees and Payment).
(a) Termination for Breach. Each Party shall have the right to terminate this Agreement upon written notice if the other Party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of written notice from the non-breaching Party specifying the breach. Heron Intelligence shall have the right to terminate this Agreement immediately upon written notice if Client or any Authorized User infringes, misappropriates or otherwise violates Heron Intelligence's or its licensors' intellectual property or proprietary rights or breaches its obligations of confidentiality under this Agreement.
(b) Termination for Insolvency. Each Party shall have the right to terminate this Agreement immediately upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors.
(c) Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) all rights, licenses, consents, and authorizations granted by Heron Intelligence to Client hereunder shall terminate and Client shall cease accessing and using the Heron Intelligence Properties; (ii) Client shall promptly destroy and expunge all Heron Intelligence Properties in its possession or control, in any form or medium, from wherever they have been saved, stored, used or processed, including, but not limited to all systems, services or other forms of data storage devices, except that Client may retain a copy of any Content to the extent necessary to satisfy its legal or regulatory requirements (or as retained in routine, automated backup or archival systems from which targeted deletion is impracticable), provided that such retained Content shall remain Confidential Information for the purposes of Section 5 (Confidentiality), shall no longer be readily accessible, and shall not be used for any other purpose; (iii) Client shall promptly pay to Heron Intelligence the balance due for the Subscription up to the date of expiration or termination; and (iv) Client shall cooperate with Heron Intelligence in connection with any reasonable request to verify its compliance with the foregoing, including by providing written certification to Heron Intelligence that Client has complied with this Section. Neither Heron Intelligence nor its suppliers shall be liable to Client or any third party for an authorized termination of Client's access to, or right to use, the Services under this Agreement.
(d) Survival. The obligations of the Parties and the provisions of this Agreement that expressly survive or may be reasonably expected to survive the expiration or termination of this Agreement shall survive, including, without limitation, Sections 1(e) (Use Restrictions), 2(b) (Derived Data) and 2(c) (Use of Generative AI/LLMs) (in each case with respect to any Licensed Data or Traceable Derived Data retained by Client), 4(a) (Sources), 5 (Confidentiality), 6 (Intellectual Property), 7 (Fees and Payment; Taxes) (with respect to amounts accrued prior to expiration or termination), 8 (Record Keeping; Audit Rights) (for the period stated therein), 9(c) (Effect of Termination), 9(d) (Survival), 10(c) (Disclaimer) through 10(g) (Malicious Code; Connected Systems), 11 (Indemnification), 12 (Limitation of Liability), 13 (General Terms), and 15 (Definitions).
(a) Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) entering into and performing under this Agreement will not conflict with, or result in a breach of, any duty or obligation to any third party; and (iii) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.
(b) No Unlawful Payments. Heron Intelligence represents that it has not and shall not knowingly pay, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly, to any government official or employee (including employees of government owned or controlled companies or public international organizations) or to any political party, party official, or candidate for public office, to obtain or retain business or secure any improper advantages or for any other improper purpose. Heron Intelligence represents and warrants that no person employed by it is an official of the government of any country, or of any agency thereof, or otherwise a "foreign official" as defined in the Foreign Corrupt Practices Act, or a government or public official as defined under applicable law, or an official of a state-owned or state-controlled entity, or of any political party or public international organization.
(c) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10 (REPRESENTATIONS AND WARRANTIES; DISCLAIMER), THE HERON INTELLIGENCE PROPERTIES AND ANY THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND TITLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HERON INTELLIGENCE DOES NOT WARRANT: (i) THAT THE HERON INTELLIGENCE PROPERTIES OR THIRD-PARTY MATERIALS ARE ERROR-FREE OR THAT THEIR OPERATION SHALL BE SECURE OR UNINTERRUPTED; OR (ii) THAT CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR IS ACCURATE, COMPLETE, TIMELY OR WILL ALWAYS BE AVAILABLE. HERON INTELLIGENCE UNDERTAKES NO LIABILITY OR OBLIGATION WITH RESPECT TO CLIENT'S OR ANY THIRD PARTY'S RELIANCE ON THE CONTENT OR ANY TRANSACTIONS IN SECURITIES OR FINANCIAL INSTRUMENTS FOR OR BY CLIENT OR ANY AUTHORIZED USER. CLIENT ACKNOWLEDGES AND AGREES THAT THE CONTENT PROVIDED BY HERON INTELLIGENCE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE OR ADVICE TO BUY, OR SELL, OR ENGAGE IN ANY OTHER TRANSACTIONS REGARDING ANY SECURITIES, EQUITY INTERESTS, OR OTHER FINANCIAL INSTRUMENTS OR INVESTMENTS. HERON INTELLIGENCE DOES NOT GUARANTEE THAT THE CONTENT WILL BE FREE FROM MNPI OR OTHER CONFIDENTIAL INFORMATION. CLIENT ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING THE LEGAL AND REGULATORY IMPLICATIONS OF ITS USE OF THE HERON INTELLIGENCE PROPERTIES, INCLUDING COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, U.S. SECURITIES LAWS).
(d) AI Acknowledgement. Client acknowledges that the Services may include AI-generated content, which may contain information that is inaccurate, incomplete, or misleading and should be critically evaluated and verified against original source materials. AI-generated content is provided for informational purposes only, does not replace original research, expert analysis, or professional judgment, and shall not be relied upon as legal, financial, investment, or other professional advice.
(e) Use of Licensed Data in AI and Machine Learning. To the extent permitted under this Agreement or otherwise expressly agreed in writing by Heron Intelligence, where the Licensed Data is used by Client to train, validate, or test AI or machine learning models, Client acknowledges that the quality and suitability of the Licensed Data may materially impact model performance. Heron Intelligence disclaims any liability for outcomes resulting from such use.
(f) No Advisory Relationship. Heron Intelligence is not registered with the U.S. Securities and Exchange Commission as an investment adviser, and it does not act as an investment adviser, broker-dealer or fiduciary to Client or any Authorized User. The Content is impersonal and is not tailored to the investment objectives, financial situation, holdings or needs of Client or any other person. Heron Intelligence does not hold, manage or exercise discretion over any funds, accounts or assets of Client and has no advisory or fiduciary relationship with Client or any Authorized User. Client is solely responsible for its own investment decisions.
(g) Malicious Code; Connected Systems. HERON INTELLIGENCE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THE PLATFORM, ANY CONTENT, ANY FILE DOWNLOADED, EXPORTED OR DELIVERED (INCLUDING LICENSED DATA), ANY EMAIL SENT BY OR ON BEHALF OF HERON INTELLIGENCE, OR ANY API OR MCP CONNECTION IS OR WILL BE FREE OF VIRUSES, MALWARE, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF THEM WILL NOT DISRUPT, DAMAGE OR COMPROMISE CLIENT'S SYSTEMS, NETWORKS, MODELS OR DATA. CLIENT IS RESPONSIBLE FOR IMPLEMENTING ITS OWN PROTECTIVE MEASURES, INCLUDING SCANNING, SANDBOXING, ACCESS CONTROLS AND BACKUP, BEFORE INGESTING ANY CONTENT INTO, OR CONNECTING THE SERVICES TO, ANY OF ITS SYSTEMS OR AI SYSTEMS.
(a) Client Indemnification. Client agrees to defend, indemnify, and hold harmless Heron Intelligence and its directors, officers, members, principals, agents, consultants, employees and each of their respective successors and assigns from and against all losses, damages, judgments, settlements, liabilities, payments, penalties, fines, costs, or expenses, including reasonable attorneys' fees and expenses (collectively, "Losses") arising out of or in connection with any third-party claim, action, proceeding, demand or lawsuit (collectively, "Claims") relating to: (i) any decisions, determinations, acts or omissions by or on behalf of Client that result from, are informed by or are based in any way on the Services or Client's use thereof; (ii) Client's misuse of the Heron Intelligence Properties, breach of this Agreement or violation of applicable law; (iii) Client's gross negligence, willful misconduct or fraud; or (iv) any Excluded Claims (as defined below). The foregoing obligation does not apply to the extent that such Losses result from Heron Intelligence's gross negligence, willful misconduct or fraud.
(b) Heron Intelligence Indemnification. Heron Intelligence agrees to defend, indemnify, and hold harmless Client and its directors, officers, members, principals, agents, consultants, employees and each of their respective successors and assigns from and against all Losses arising from any third-party Claim that Client's use of the Services in accordance with this Agreement infringes the U.S. intellectual property rights of any third party. The foregoing obligations do not apply to the extent that a Claim arises from (i) compliance with designs, guidelines, plans or specifications provided by Client; (ii) use of the Services by Client not in accordance with this Agreement; or (iii) the combination, operation or use of the Services with other products, services, data or materials not provided by Heron Intelligence (clauses (i) through (iii), "Excluded Claims"). In the event that the Services are held by a court of competent jurisdiction to be infringing, Heron Intelligence shall, at its sole option and expense: (i) obtain for Client a license to continue using the affected Services; (ii) replace or modify the affected Services to be non-infringing; or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Client's rights hereunder and provide Client a refund of any prepaid, unused Fees for the affected Services offering, calculated on a monthly prorated basis. This Section 11(b) (Heron Intelligence Indemnification) sets forth Client's sole remedy and Heron Intelligence's sole liability and obligation for any actual, threatened, or alleged claims that the Heron Intelligence Properties or any subject matter of this Agreement infringes, misappropriates or violates any intellectual property rights.
(c) Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any indemnifiable Claim (but failure to promptly notify shall not excuse the indemnifying Party from its indemnification obligations unless such failure materially prejudices the indemnifying Party's ability to defend the Claim). The indemnifying Party shall control the defense and settlement of such Claim, and the indemnified Party shall cooperate fully in the indemnifying Party's efforts at the indemnifying Party's request and expense. The indemnified Party shall not consent to any settlement or judgment in connection with such Claim without the indemnifying Party's prior consent but shall have the right to participate in the defense of the Claim with its own counsel at its own expense.
(a) Exclusion of Consequential Damages. EXCEPT IN CONNECTION WITH A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), OR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HERON INTELLIGENCE OR ITS SUPPLIERS, LICENSORS, PARTNERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE "HERON INTELLIGENCE PARTIES") OR CLIENT BE LIABLE FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, AND LOSS OF SECURITIES VALUE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE HERON INTELLIGENCE PROPERTIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
(b) Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE HERON INTELLIGENCE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE HERON INTELLIGENCE PROPERTIES EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO HERON INTELLIGENCE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
(c) Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE FEES ARE BASED IN PART ON THE LIMITATIONS CONTAINED IN THIS SECTION 12 (LIMITATION OF LIABILITY) AND THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(a) Notices. All notices and other communications under this Agreement must be in writing and sent to the addresses specified in the Order Form, or to such other address as a Party designates in writing. If no address for Heron Intelligence is specified in an Order Form, notices to Heron Intelligence shall be sent to Blue Heron Research Partners, LLC, 1325 Avenue of the Americas, 28th Floor, New York, NY 10019, Attention: Chief Compliance Officer, with a copy by email to compliance@heron-intelligence.com. If no address for Client is specified in an Order Form, Heron Intelligence may send notices to Client at the email address associated with Client's account or the account of any of its Authorized Users. A notice will be deemed given: (i) when delivered in person, upon receipt; (ii) when sent by email, upon electronic confirmation of delivery or receipt; or (iii) when sent by a nationally recognized courier service, upon written or electronic confirmation of delivery. Client consents to receive notices, disclosures and other communications regarding the Services and this Agreement electronically, including by email and through the Platform.
(b) Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement and supersedes all prior agreements, oral or written, between the Parties concerning the subject matter hereof. Except as provided in Section 14 (Changes to these Terms), the terms of this Agreement may be altered or amended only by a written instrument executed by both Parties. The waiver by either Party hereto of any breach or default by the other Party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Parties hereto or from any failure by either Party to assert its rights hereunder.
(c) Severability. If any term, condition, or provision of this Agreement or part thereof is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions, and provisions or parts thereof shall not in any way be affected or impaired.
(d) Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations or obligations to protect Confidential Information) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, widespread internet or utility outages, cyberattacks (including ransomware, denial-of-service attacks, or unauthorized access), or failures of third-party hosting, cloud, or data service providers.
(e) Governing Law; Jurisdiction. This Agreement shall be governed by and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Except as provided in this Section, any dispute or controversy between the Parties arising out of or relating to this Agreement, the Heron Intelligence Properties or the relationship between the Parties shall be submitted exclusively to arbitration in the City and County of New York administered by the American Arbitration Association. Any decision or award rendered by the arbitrator shall be final and binding on the Parties and shall not be subject to appeal except as provided by law. Judgment on the award may be enforced in any court of competent jurisdiction. The proceedings in arbitration shall be kept confidential. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and of the United States District Court for the Southern District of New York, for temporary injunctive or other relief in aid of arbitration or to prevent irreparable harm prior to the appointment of the arbitrator, and irrevocably waive, to the fullest extent they may effectively do so, the defense of inconvenient forum to the maintenance of any action for any such relief in any such court. Nothing herein shall prevent either Party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized use of or access to the Heron Intelligence Properties.
(f) Class Action Waiver; Waiver of Jury Trial. All claims must be brought in the Parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless otherwise agreed by the Parties in writing, the arbitrator may not consolidate more than one person's claims. EACH PARTY AGREES THAT, BY ENTERING INTO THIS AGREEMENT, IT IS WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. EACH PARTY HEREBY FURTHER IRREVOCABLY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS RELATING TO ITS SUBJECT MATTER.
(g) Export Compliance. Client shall comply with all applicable U.S. and foreign export control and trade sanctions laws, rules, and regulations in connection with its access to and use of the Heron Intelligence Properties.
(h) No Assignment. This Agreement may not be assigned by either Party without the other Party's prior written consent. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to an affiliate of such Party or in connection with a merger or sale of all or substantially all of such Party's assets without the other Party's prior written consent. This Agreement shall inure to the benefit of each Party's successors and permitted assigns. Any purported assignment in violation of the foregoing is null and void.
(i) Independent Contractor. Notwithstanding any provision hereof, for all purposes of this Agreement each Party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other Party and shall not bind nor attempt to bind the other Party to any contract.
(j) Electronic Acceptance. Acceptance of these Terms by electronic means, including by clicking a button or checking a box, has the same force and effect as a handwritten signature, and an Order Form may be executed by electronic signature and in electronically transmitted counterparts, each of which shall be deemed an original.
(a) Revisions. Heron Intelligence may revise these Terms from time to time by posting the revised Terms at heron-intelligence.com/terms-and-conditions (or any successor location) and updating the "Last Updated" date. Heron Intelligence will notify Client of any material revision by email or through the Platform.
(b) When Revisions Take Effect. Revised Terms apply: (i) immediately to any Order Form executed, and any Subscription commenced, after the revised Terms are posted; and (ii) to each existing Subscription on the earlier of thirty (30) days after the revised Terms are posted and the first day of Client's next Renewal Term. Client's continued access to or use of the Services after revised Terms take effect constitutes Client's acceptance of the revised Terms. If Client does not accept revised Terms, Client may elect not to renew its Subscription in accordance with the Order Form.
(c) Limits on Revisions. No revision of these Terms shall: (i) modify any provision of an Order Form or other written agreement executed by both Parties that expressly modifies or supersedes a provision of these Terms; (ii) increase the Fees payable for Client's then-current Subscription Term; or (iii) apply to any dispute or claim arising out of events that occurred before the revision took effect, which shall be governed by the version of these Terms in effect when those events occurred.
(d) Prior Versions. Heron Intelligence will make any prior version of these Terms available to Client upon written request.
In addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:
"Agreement" means these Terms together with any Order Form.
"Client" means the entity identified as the client in an Order Form or, if there is no Order Form, the entity (or, if there is no entity, the individual) on whose behalf these Terms are accepted.
"Content" means the reports, transcripts, Heron Events materials, ManagementTrack, datasets, the Transcript Library, Licensed Data and any other reports or research materials made available to Client under this Agreement.
"Fees" means the fees for the Subscription set forth in the Order Form.
"Heron Events" means Heron Intelligence's post-event interviews, transcripts, briefs, reports, scores and analytics concerning earnings releases and other corporate announcements.
"Heron Intelligence" means Blue Heron Research Partners, LLC, doing business as Heron Intelligence, a Delaware limited liability company (including its subsidiaries and affiliates).
"Licensed Data" means Content delivered to Client in bulk data format, including by API, MCP server, cloud storage bucket or encrypted file transfer.
"ManagementTrack" means Heron Intelligence's executive intelligence data and research offering comprising executive-level datasets, analytics, ratings, and related research reports.
"Order Form" means any order form, subscription order, trial confirmation or other ordering document that describes Client's Subscription and that has been executed by both Parties or issued or accepted by Heron Intelligence in writing (including electronically).
"Platform" means Heron Intelligence's software-as-a-service platform and client portal, including any API or MCP interface that Heron Intelligence makes available for query-based access to Content, together with related documentation.
"Renewal Term" means any renewal period of the Subscription provided for in the Order Form.
"Services" means the services identified in an Order Form, which may include access to the Transcript Library via the Platform, access to Heron Events, and delivery of Licensed Data, together with any access to the Platform and Content that Heron Intelligence otherwise makes available to Client, including on a trial basis.
"Subscription" means Client's non-exclusive subscription to the Services.
"Subscription Term" means the initial term of the Subscription and any Renewal Terms, as set forth in the Order Form, including any Trial Period or, if no term is set forth in an Order Form, the period during which Heron Intelligence makes the Services available to Client.
"Transcript Library" means Heron Intelligence's library of proprietary call transcripts and management reports, including ManagementTrack, made available via the Platform and through third-party distribution platforms where available.