Introduction :

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.

• We'll refer to these Terms of Service as the “Terms”, and to our website as the “Site”.
• We'll refer to Heron AI as “Heron AI” or “we” or “us” or “our”.
• We'll refer to all the services we provide, individually and collectively, and including our Product, as the “Services”.
• We'll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (to the extent you license, purchase, or use any Product), a “Customer”.

User Agreements

By accessing or using the Site, and/or using a Service (including a Product), you agree to these Terms.

2. Changes to Terms or Services

We may modify the Terms at any time. If we do so, we'll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we've let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to license our Products as further detailed below.

Right and Restrictions

A. Things you can do.

Subject to your compliance with these Terms, Heronn AI grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Site solely as provided for in these Terms.

B. Things you can't do.

You will not (and you will not allow any other person to) do any of the following:

• circumvent or manipulate the Heron AI fee structure, billing process, or other fees owed to Heron AI;
• access or attempt to access any other Heron AI systems, programs, data or accounts that are not made available for public or your use;
• except as allowed with respect to backups of your data, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site;
• work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;
• perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by Heron AI’s other licensees or customers, or impose an unreasonable or disproportionately large load on Heron AI's infrastructure;
• frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Heron AI or the Site or use any Heron AI trademark or service marks, unless authorized to do so in writing by Heron AI;
• attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Heron AI or other generally available third-party web browsers; impersonate or misrepresent your affiliation with any person or entity; or ix. otherwise use the Site except as expressly allowed under the Terms.

The license granted in these Terms does not include any right of resale of any Heron AI Product or Service; or any collection and use of any service listings, descriptions, or prices; any derivative use of any Heron AI Service or its contents. No Heron AI Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Heron AI. The licenses granted by Heron AI terminate if you do not comply with these Terms of Use.

Intellectual Property Rights

A. Heron AI's (and its licensors') Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Heron AI, the Heron AI logo, and other Heron AI trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Heron AI. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. In addition, the Product and Documentation contain proprietary and confidential information of Heron AI and its licensors. Heron AI and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Heron AI or its personnel in connection with the Products and performing the Services (collectively “Heron AI Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the Heron AI Materials or the Site except as expressly set forth in these Terms.

Your Ownership of IP. For purposes of these Terms, “Customer Data” means all non- public data provided by you to the us to enable provision of the Services. You own all right, title and interest in and to your Customer Data.

Use of the Services; Providing Us Information

A. You'll Start by Creating an Account; Information You Must Provide. You will need to register with Heron AI to become a Customer. You agree to provide accurate, complete registration information, and to will keep that information current. You agree that Heron AI may store and use your registration information to maintain your account.

B. Information You Must NOT Provide; DISCLAIMERS.

i. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Heron AI any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. HERON AI EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD PARTY CONFIDENTIAL INFORMATION.

ii. Personal data. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Heron AI any sensitive data or information including, without limitation, (1) protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”); (2) “cardholder data” as defined under the Payment Card Industry Data Security Standard (PCI DSS); or (3) “nonpublic personal information” as defined under the Gramm- Leach-Bliley Act of 1999, in each case as such Acts and standards have been or may be supplemented and amended from time to time. HERON AI EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH DATA.

Termination

A. Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated.

B. Termination. Heron AI is eager to have a long-term relationship with you. Heron AI may, however, cancel your account, and/or terminate your rights to any or all of the Site if you provide false, inaccurate or incomplete information to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Heron AI. You may cancel your account at any time by sending an email to us at daphne@heron-ai.com.

C. Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) all fees you may owe will become immediately due and payable.

Important Disclaimers

EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE DISCLAIMERS IN SECTION 12 ABOVE, HERON AI DOES NOT REPRESENT OR WARRANT THAT SERVICES, PRODUCTS OR DOCUMENTATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF CUSTOMER DATA, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO OUR GROSS NEGLECT OR MISCONDUCT. Despite any other provision of the Agreement, in the case of loss or PHI or other personally identifiable information due to our actions or inactions, your sole remedy shall be for is to restore such PHI and /or other personally identifiable information from the latest available backup.

Heron AI is not responsible or liable for any user content hosted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site host, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Heron AI assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Heron AI is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.

Indemnity

You agree to defend, indemnify and hold harmless Heron AI, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Heron AI Site or Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third- party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of Your Information caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Heron AI Site. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Heron AI and its affiliates, officers, directors, employees and agents.

Limitation of Liability

Heron AI shall have no liability for any loss, damage, or injury resulting from your or any third parties' negligence, lack of training, use or misuse, or misapplication of any Product or Service.

You agree to indemnify, defend, and hold harmless Heron AI and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Service.

IN NO EVENT WILL HERON AI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE SITE, OR ANY RESEARCH OR EXPERIMENT OR OTHER WORK PERFORMED USING ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF HERON AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HERON AI'S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO HERON AI BY YOU UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Heron AI and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Heron AI and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Heron AI's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Heron AI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to these Terms (or such other address as to which the other party has been notified), or sent by email if receipt is electronically confirmed.

Heron AI's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Heron AI. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material.

These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or related to this Agreement shall be brought in the courts of the State of Delaware.

Contact Information

If you have any questions about these Terms or the Services please contact Heron AI at julien@heron-ai.com.

Last updated: September 2024

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