Definitions

Defined Terms

"AI Features" means the artificial intelligence and machine-learning features made available within the Services from time to time, including AI-powered writing, drafting, search and question-answering features, AI agents, and automated document workflow capabilities.

"Authorised User" means an individual employee, contractor or agent of the Customer who is authorised by the Customer to use the Services under the Customer's account.

"Automated Action" means any action taken, content generated, or workflow step executed by an AI Feature acting with a degree of autonomy, including actions taken by AI agents in document workflows configured or initiated by the Customer or its Authorised Users.

"Customer Content" means all data, documents, pages, databases, text, files, information and other content that the Customer or its Authorised Users submit to, upload to, create within, or store in the Services, including Input and Output.

"Confidential Information" means all non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content is the Confidential Information of the Customer.

"Fees" means the subscription fees and any other charges payable by the Customer for the Services under the applicable Subscription plan.

"Input" means Customer Content, prompts, instructions and other material submitted by the Customer or its Authorised Users to the AI Features.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill, rights in designs, database rights, rights in confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered, and all similar rights subsisting now or in the future in any part of the world.

"Output" means content, documents, suggestions, summaries and other material generated by the AI Features in response to Input.

"Subscription" means the plan (whether free or paid) under which the Customer accesses the Services, including any applicable usage limits, features and subscription period.

"Templates" means the pre-built document, page, database and workflow templates made available through or in connection with the Services, whether provided by Company or by third parties.

"Third-Party Services" means any third-party products, services, integrations, applications, templates or content that interoperate with or are accessed through the Services but are not provided by Company.

"Usage Data" means technical, diagnostic and usage information relating to the provision, operation and use of the Services, in aggregated or de-identified form that does not identify the Customer, any Authorised User or any individual.

"Workspace" means a workspace created within the Services in which the Customer and its Authorised Users may create, combine and organise pages, databases and documents.

The Services

Provision of and Access to the Services

Subject to the Customer's compliance with these Terms and payment of all applicable Fees, Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription period to access and use the Services for the Customer's internal business purposes, in accordance with these Terms and the applicable Subscription plan.

The Services enable the creation of documents and files that combine pages and databases, the automation of document workflows using AI Features and agents, and the use of Templates. Company may add, modify or discontinue features of the Services from time to time, provided that Company shall not materially decrease the core functionality of the paid Services during a paid Subscription period.

Company may use subcontractors and third-party service providers (including hosting providers and third-party AI model providers) in the performance of the Services, and shall remain responsible for its obligations under these Terms.

Accounts and Authorised Users

The Customer shall ensure that each Authorised User keeps account credentials secure and confidential, and shall not permit account credentials to be shared or used by more than one individual. The Customer is responsible for all activity occurring under its account and the accounts of its Authorised Users, whether or not authorised by the Customer.

The Customer shall provide accurate, complete and up-to-date account information and shall notify Company promptly at hello@myhero.so of any unauthorised access to or use of its account.

The Customer shall ensure that its Authorised Users comply with these Terms, and any act or omission of an Authorised User that would constitute a breach of these Terms if committed by the Customer shall be treated as a breach by the Customer.

Use Restrictions

Acceptable Use

The Customer shall not, and shall ensure that its Authorised Users do not: (a) sell, resell, licence, sublicense, rent, lease or otherwise make the Services available to any third party, or use the Services to provide services to third parties on a service-bureau or outsourced basis; (b) copy, modify, adapt, translate or create derivative works of the Services or any part of them; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, object code, underlying structure, models or algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (d) circumvent or attempt to circumvent any usage limits, security measures, or technical restrictions of the Services; (e) access or use the Services to build a competing product or service, or copy any features, functions or graphics of the Services; (f) perform or publish any benchmark or performance test of the Services without Company's prior written consent; (g) use the Services to store or transmit malicious code, or to interfere with or disrupt the integrity, security or performance of the Services; (h) use any automated means, including bots, scrapers or crawlers, to access the Services other than through documented interfaces made available by Company; or (i) use the Services in violation of applicable law or these Terms.

The Customer shall not use the Services to create, store, publish or transmit content that: (a) infringes, misappropriates or violates the Intellectual Property Rights, privacy rights or other rights of any person; (b) is unlawful, defamatory, fraudulent, deceptive, obscene, or harmful to minors; (c) constitutes unsolicited or unauthorised advertising or spam; or (d) impersonates any person or misrepresents the Customer's affiliation with any person or entity.

Company may investigate any suspected violation of this Section and may remove or disable access to any Customer Content, suspend or terminate access to the Services, or take any other action it reasonably considers appropriate in response to a violation.

Customer Content and Data

Ownership and Licence

As between the parties, the Customer retains all right, title and interest (including all Intellectual Property Rights) in and to Customer Content. Company claims no ownership of Customer Content.

The Customer grants Company a worldwide, non-exclusive, royalty-free licence (with the right to sublicense to Company's subcontractors and service providers) to host, store, transfer, process, reproduce, display and create derivative works of Customer Content solely to the extent necessary to provide, secure, support and maintain the Services, to prevent or address technical or security issues, to comply with applicable law, and as otherwise instructed or permitted by the Customer.

Customer Responsibilities

The Customer is solely responsible for Customer Content, including its accuracy, quality, legality, and the means by which it was acquired. The Customer represents and warrants that it has, and shall maintain, all rights, consents and permissions necessary to submit Customer Content to the Services and to grant the licence in this Section, and that Customer Content and its use within the Services will not violate applicable law or infringe the rights of any third party.

The Services are not intended as an archival or backup service. The Customer is responsible for maintaining independent copies and backups of Customer Content that is material to its business.

Business and Sensitive Information

The Customer acknowledges that the Services are designed for use with business information, which may include commercially sensitive information. The Customer is solely responsible for determining whether the Services are appropriate for any particular category of information, for configuring access permissions and sharing settings within its Workspaces, and for ensuring that any disclosure of information through the Services (including through shared pages, published content or Templates) is authorised and lawful.

The Customer shall not submit to the Services: (a) special category personal data within the meaning of the UK GDPR (including data concerning health, or biometric or genetic data) except where the parties have agreed appropriate safeguards in writing; (b) protected health information subject to healthcare-specific regulation; (c) payment card data subject to PCI-DSS; or (d) any information subject to regulatory or contractual restrictions that the Services are not represented by Company in writing as being suitable for, in each case unless expressly agreed with Company in writing.

Security and Data Protection

Company shall implement and maintain appropriate administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Content. The Customer acknowledges that no system is completely secure, and, save as expressly stated in these Terms, Company does not guarantee that the Services or Customer Content will be free from unauthorised access, loss or corruption.

To the extent Company processes personal data on the Customer's behalf in providing the Services, each party shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, and such processing shall be governed by Company's data processing addendum and privacy policy, which are incorporated into these Terms by reference.

Usage Data and Feedback

Company may collect, generate and use Usage Data to operate, secure, improve and develop the Services and for its other lawful business purposes, provided that Usage Data shall not identify the Customer, its Authorised Users or any individual, and shall not reveal Customer Content.

If the Customer or an Authorised User provides suggestions, ideas or other feedback relating to the Services ("Feedback"), Company may use such Feedback without restriction or obligation, and the Customer assigns to Company all Intellectual Property Rights in such Feedback.

AI Features, Agents and Automated Workflows

Nature of the AI Features

The Services include AI Features that use artificial intelligence, including large language models, to generate content and to execute document workflows, including through AI agents capable of taking Automated Actions. The AI Features are probabilistic in nature. Output is generated by machine and may be inaccurate, incomplete, out of date, or misleading, notwithstanding that it may appear detailed, specific or authoritative.

Output may not be unique. The AI Features may generate the same or similar output for Company or for other customers, and no exclusivity in any Output is granted or implied.

Input and Output

As between the parties, Input and Output are Customer Content, and the Customer is solely responsible for its Input and for its use, publication and dissemination of any Output, including ensuring that such use complies with applicable law, these Terms and the rights of third parties.

Company shall not use Customer Content (including Input and Output) to train, fine-tune or develop generalised artificial intelligence or machine-learning models, except: (a) where the Customer or an Authorised User voluntarily submits content as Feedback; or (b) with the Customer's prior permission. This restriction does not prevent real-time processing of Input and Output to deliver the AI Features, or the use of Usage Data as described in these Terms.

The AI Features may be provided using models and infrastructure operated by third-party providers. Company shall require such providers not to retain Customer Content beyond what is necessary to deliver the relevant feature, and may change model providers at any time.

Human Review and Automated Actions

The Customer shall ensure that a suitably qualified person reviews Output before the Customer relies on it or uses it for any purpose that could have legal, financial, regulatory, medical, contractual or other material consequences. Output does not constitute professional advice, including legal, financial, accounting, tax or medical advice, and must not be relied upon as such.

Where the Customer configures or initiates AI agents or automated document workflows, the Customer is responsible for supervising and monitoring the resulting Automated Actions, for configuring appropriate controls, approvals and permissions, and for the consequences of Automated Actions taken within the scope of the workflows the Customer has configured or initiated.

AI Use Restrictions

The Customer shall not use the AI Features to: (a) develop, train or improve any competing artificial intelligence model or service; (b) represent Output as solely human-generated where it is not, in circumstances where that misrepresentation is unlawful or deceptive; (c) generate content that is unlawful, infringing, deceptive or harmful, or that violates these Terms; or (d) circumvent usage limits, safety measures or content restrictions applicable to the AI Features.

Company may modify, limit, suspend or discontinue any AI Feature (in whole or in part) at any time, and may impose or amend fair-usage limits, credits or capacity limits applicable to the AI Features.

Templates

Company Templates

Company may make Templates available free of charge. Templates provided by Company are the property of Company and its licensors, and are licensed to the Customer on a limited, non-exclusive, non-transferable basis for use within the Services during the Subscription period. All Intellectual Property Rights in such Templates remain with Company and its licensors.

Templates are provided for convenience only and "as is", without warranty of any kind. Templates, including document and workflow templates, are generic starting points: they are not tailored to the Customer's circumstances and do not constitute legal, financial, regulatory or other professional advice. The Customer is solely responsible for reviewing, adapting and verifying the suitability, accuracy and legal adequacy of any Template before using it, including before using it with business or sensitive information, and for the results of any workflow built from a Template.

Third-Party and Community Templates

Templates created or made available by third parties are Third-Party Services. Company does not review, endorse, verify or warrant third-party Templates, and the Customer uses them at its own risk. Company shall have no liability arising from or relating to any third-party Template, and may remove any Template from the Services at any time.

Intellectual Property

Company's Ownership

Company and its licensors own and retain all right, title and interest (including all Intellectual Property Rights) in and to the Services, including the HERO platform, software, applications, AI Features, Company-provided Templates, documentation, designs, and all improvements, modifications and derivative works of the foregoing, together with all Usage Data. Except for the limited rights expressly granted in these Terms, no rights in the Services are granted to the Customer, whether by implication, estoppel or otherwise, and Company reserves all rights not expressly granted.

"HERO", the HERO logo and Company's other trade marks and branding shall not be used by the Customer without Company's prior written consent.

Third-Party Services and Integrations

Third-Party Services

The Services may interoperate with Third-Party Services, and the Customer may choose to enable integrations that exchange Customer Content with Third-Party Services. Any use of a Third-Party Service is governed solely by the terms of that Third-Party Service, and the Customer is responsible for reviewing and accepting those terms.

Company does not control, endorse or warrant any Third-Party Service, and shall have no liability arising from or relating to any Third-Party Service, including any access to, use of, disclosure of, or loss of Customer Content by a Third-Party Service enabled by the Customer.

Subscriptions, Fees and Payment

Subscriptions and Renewal

The Services are made available under Subscription plans, which may include free plans and paid plans billed monthly or annually. The features, usage limits and prices applicable to each plan are as published by Company or otherwise agreed in writing.

Paid Subscriptions renew automatically for successive periods equal to the then-current subscription period, unless the Customer cancels its Subscription before the renewal date through the account settings or by written notice to Company. Cancellation takes effect at the end of the then-current subscription period, and the Customer shall remain liable for all Fees due for the full subscription period in which cancellation occurs.

Payment

The Customer shall pay all Fees in advance, without set-off or deduction, using the payment method specified at purchase. The Customer authorises Company (and its payment processor) to charge the applicable payment method on a recurring basis for all Fees due. Where Fees are invoiced, invoices are payable within thirty (30) days of the invoice date.

Except as expressly stated in these Terms or required by applicable law, all Fees are non-refundable and non-cancellable, and no refunds or credits will be given for partially used subscription periods, downgrades, or unused features or capacity.

Fee Changes and Taxes

Company may change its Fees by giving the Customer at least thirty (30) days' notice, with the change taking effect from the start of the Customer's next subscription period. The Customer's continued use of the paid Services after the change takes effect constitutes acceptance of the revised Fees.

Fees are exclusive of value added tax and any other applicable taxes, levies or duties, which the Customer shall pay in addition at the prevailing rate. The Customer shall be responsible for all taxes associated with its purchase, other than taxes on Company's income.

Late Payment

If any sum due under these Terms is not paid when due, Company may (without prejudice to its other rights and remedies): (a) charge interest on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend the Customer's access to some or all of the Services until all overdue sums are paid, provided that Company has given the Customer at least seven (7) days' notice of the overdue amount.

Confidentiality

Obligations

Each party shall: (a) use the other party's Confidential Information only for the purposes of exercising its rights and performing its obligations under these Terms; (b) not disclose the other party's Confidential Information to any third party except to its employees, contractors, professional advisers and service providers who need to know it for those purposes and who are bound by confidentiality obligations no less protective than those in this Section; and (c) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

These obligations do not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, regulation or court order, provided (where lawful) it gives the other party prompt notice of the requirement.

The obligations in this Section shall survive termination or expiry of these Terms for a period of five (5) years, and, in respect of trade secrets, for as long as the information remains a trade secret.

Warranties and Disclaimers

Limited Warranties

Each party warrants that it has the legal power and authority to enter into these Terms. Company warrants that it shall provide the paid Services with reasonable skill and care.

Disclaimer

Company does not warrant that the Services will be uninterrupted, timely, secure or error-free, that defects will be corrected, that the Services will meet the Customer's requirements, or that Customer Content will be preserved without loss. The Customer acknowledges that the Services depend on networks, hosting infrastructure and Third-Party Services outside Company's control.

COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AI FEATURES OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OUTPUT. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. THE CUSTOMER'S USE OF, AND RELIANCE ON, ANY OUTPUT, TEMPLATE OR AUTOMATED ACTION IS AT ITS SOLE RISK.

Nothing in the Services constitutes professional advice of any kind.

All Services provided under a free plan, free trial or beta programme are provided strictly "as is" without any warranty of any kind and without any commitment as to availability, continuity or support.

Indemnity

Customer Indemnity

The Customer shall indemnify, defend and hold harmless Company, its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Content, including any claim that Customer Content infringes or misappropriates the rights of any third party or violates applicable law; (b) the Customer's or any Authorised User's use of the Services in breach of these Terms or applicable law; (c) the Customer's use of, reliance on, publication of or distribution of any Output or any results of Automated Actions; and (d) any breach by the Customer of its warranties or obligations under these Terms.

Company shall give the Customer prompt notice of any claim subject to this indemnity, provided that failure to do so shall relieve the Customer of its obligations only to the extent it is materially prejudiced by the failure. Company may participate in the defence of any claim with counsel of its own choosing, and the Customer shall not settle any claim in a manner that imposes any obligation or admission on Company without Company's prior written consent.

Limitation of Liability

Liability That Cannot Be Excluded

Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by its gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

Exclusion of Certain Losses

Without limiting the foregoing, Company shall have no liability arising from or relating to: (a) any Output, Automated Action, Template, or the Customer's use of or reliance on any of them; (b) any Third-Party Service; (c) any unauthorised access to or alteration of Customer Content not caused by Company's breach of these Terms; (d) the Customer's failure to maintain backups of Customer Content; or (e) any use of the Services under a free plan, free trial or beta programme, save that Company's total liability in respect of free use, if any, shall in no event exceed one hundred pounds sterling (£100).

Liability Cap

Basis of the Bargain

Each party acknowledges that the disclaimers, exclusions and limitations in these Terms are fair and reasonable in the commercial context of the Services, reflect the allocation of risk between the parties (including the availability and pricing of the Subscription plans), and form an essential basis of the bargain between the parties, and that they shall apply notwithstanding any failure of essential purpose of any limited remedy. The limitations of liability in these Terms apply to the fullest extent permitted by law and do not limit the Customer's payment obligations or the Customer's liability under the Section titled "Indemnity".

Term, Suspension and Termination

Term

These Terms commence when the Customer first accepts them or first accesses the Services (whichever is earlier) and continue until terminated in accordance with this Section.

Suspension

Company may suspend the Customer's or any Authorised User's access to all or part of the Services immediately and without prior notice if: (a) Company reasonably believes there has been a material breach of these Terms, including the Use Restrictions; (b) continued provision would create a security risk, legal or regulatory exposure, or a risk of harm to the Services, Company or any third party; (c) any Fees are overdue in accordance with the Section titled "Late Payment"; or (d) suspension is required by law. Company shall use reasonable endeavours to notify the Customer of any suspension and to restore access once the grounds for suspension are resolved.

Termination

The Customer may terminate these Terms at any time by cancelling its Subscription and ceasing use of the Services, subject to its obligation to pay all Fees for the then-current subscription period.

Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy it within thirty (30) days of receiving written notice; or (b) becomes insolvent, enters administration, liquidation or any analogous proceedings, or ceases to carry on business.

Company may terminate any free plan, free trial or beta access at any time on notice, and may terminate accounts on free plans that have been inactive for twelve (12) consecutive months or more.

Effect of Termination

On termination or expiry of these Terms: (a) all rights granted to the Customer under these Terms cease; (b) the Customer shall pay all Fees accrued up to the date of termination; and (c) for a period of thirty (30) days following termination, Company shall make available to the Customer, through the Services' export tools, the ability to retrieve Customer Content, after which Company may delete Customer Content without liability, save to the extent retention is required by applicable law.

Termination shall not affect any rights, remedies, obligations or liabilities accrued up to the date of termination. Any provision of these Terms that expressly or by implication is intended to survive termination shall survive, including the Sections on Confidentiality, Indemnity, Limitation of Liability, Intellectual Property, Fees, and General Provisions.

Beta Services and Free Trials

Beta and Trial Access

Company may make early-access, preview or beta features ("Beta Services") or free trials available from time to time. Beta Services and free trials are optional, may be modified, suspended or discontinued at any time without notice, are excluded from any availability or support commitments, and are provided strictly "as is" without any warranty.Companye may require separate terms for particular Beta Services.

The Customer acknowledges that Beta Services are experimental, may contain defects, and should not be used with business-critical or sensitive information. Any data or configurations created in Beta Services may be lost when the relevant feature is modified or discontinued.

Changes to these Terms

Modifications

Company may amend these Terms from time to time. Where a change is material, Company shall give the Customer at least thirty (30) days' notice before the change takes effect, by email, in-product notice or by posting the updated Terms at myhero.so. Changes required to comply with applicable law, or that are administrative in nature, may take effect immediately on posting.

The Customer's continued access to or use of the Services after the effective date of any amended Terms constitutes acceptance of the amended Terms. If the Customer does not agree to the amended Terms, it must stop using the Services and may cancel its Subscription with effect from the end of the then-current subscription period.

General Provisions

Notices

Notices to Company under these Terms shall be sent by email to hello@myhero.so or by post to Company Technologies Limited, First Floor, 690 Great West Road, Osterley Village, Isleworth, England, TW7 4PU. Notices to the Customer may be given by email to the address associated with the Customer's account or by in-product notification, and shall be deemed received twenty-four (24) hours after sending.

Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, their subject matter or formation, and each party irrevocably submits to that jurisdiction, save that Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

Other Provisions

Entire agreement. These Terms, together with any documents incorporated by reference (including Company's privacy policy and data processing addendum) and any written order or plan terms agreed between the parties, constitute the entire agreement between the parties in relation to their subject matter, and supersede all prior agreements, understandings and representations relating to that subject matter. Each party acknowledges that it has not relied on any statement, promise or representation not set out in these Terms. Nothing in this clause limits liability for fraud.

Assignment. The Customer shall not assign, novate or transfer any of its rights or obligations under these Terms without Company's prior written consent. Company may assign, novate or transfer its rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, shall be deemed deleted, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy, and no single or partial exercise shall prevent any further exercise.

Third-party rights. A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, save that Company's affiliates and the indemnified parties identified in the Section titled "Indemnity" may enforce the provisions expressed to be for their benefit.

Force majeure. Company shall not be in breach of these Terms or liable for any failure or delay in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, power or internet failures, or failures of third-party hosting or AI model providers.

Relationship. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between the parties.

Export and sanctions. The Customer shall comply with all applicable export control, trade sanctions and anti-corruption laws in connection with its use of the Services, and represents that it is not located in, or owned or controlled by any person located in, any jurisdiction subject to comprehensive sanctions, and does not appear on any applicable sanctions list.

Publicity. Company may identify the Customer by name and logo as a customer of HERO on its website and in marketing materials, unless the Customer opts out by written notice to hello@myhero.so.