Heron Events Terms of Service

(a) Accepting them. When you submit a watchlist, create an account, complete checkout, or access or use Heron Events, you accept these terms. If you do not accept them, do not use Heron Events.

(b) Who we are. “We,” “us” and “Heron Intelligence” mean Blue Heron Research Partners, LLC, doing business as Heron Intelligence, a Delaware limited liability company and a wholly-owned subsidiary of Next Gen Research Corp, a Delaware corporation, of 1325 Avenue of the Americas, 28th Floor, New York, NY 10019. The “Heron Group” means Heron Intelligence, Next Gen Research Corp and their respective subsidiaries, affiliates, officers, directors, members, employees, agents and consultants. Sections 12, 13, 18, 19, 20 and 22 apply for the benefit of every member of the Heron Group, and each of them may enforce those sections.

(c) What your agreement with us consists of. Your agreement is made up of these terms, our Privacy Policy, and Your Plan. “Your Plan” means (i) the plan you selected, (ii) the features, limits and fees published for that plan at heron-intelligence.com/events at the time you signed up, and (iii) the details recorded in any communication we send you.

(d) Who may open an account. You must be at least 18 years old. We may refuse, suspend or close any account at our discretion, including an account opened by or for a competitor of ours, or by or on behalf of a company or individual that is a subject of the Content.

(e) Enterprise. Enterprise subscriptions are governed by separate negotiated terms and a signed order form. These terms do not apply to them.

(a) What it is. Heron Events consists of post-event interviews, transcripts, briefs, reports, scores and analytics concerning earnings releases and other corporate announcements (the “Content”), together with the platform and interfaces through which we make them available (the “Platform”). We refer to them together as “Heron Events” or “the service.”

(b) Plans. Heron Events is offered on Free, Gold and Platinum plans. What each plan includes — features, usage limits, number of users, companies covered and fees — is set out at heron-intelligence.com/events and changes from time to time. Where a term below refers to a feature that is not part of Your Plan, it does not apply to you.

(c) What we do not promise. We choose what we cover. We do not promise to cover any particular company, event or announcement, and coverage requests are subject to availability and to our production capacity. We aim to publish within 24 hours of an event, but that is a target and not a commitment: our work depends on people agreeing to be interviewed. We may add, change or withdraw features and Content at any time.

(a) Your license. Heron Events is licensed to the named users included in Your Plan — the people we issue credentials to. Unless Your Plan says otherwise, that is one person. Credentials are personal to the user we issue them to and may not be shared. You are responsible for everything done under them, and you must tell us promptly if you think someone has used them without your authority.

(b) Using Heron Events in your work. You are welcome to use Heron Events in your job. If you use it in connection with your employment or any other business or professional activity, you must register and maintain your account using your work email address at that firm, and keep it current. If your circumstances change so that this paragraph starts to apply to you, update your account. If you do not use Heron Events professionally, a personal email address is fine.

(c) You may use the Content. You may not pass it on. You may read, use and act on the Content, including in your own analysis and your own decisions. What you may not do is become the way other people get it. You may not: (i) give the Content, or any part of it, to anyone who is not a named user on Your Plan — by forwarding, exporting, downloading and sending, copying and pasting, screenshotting, printing, sharing your screen or reading it out, or by any other means; or (ii) reproduce the Content, or its findings, in any material that serves as a substitute for the Content for the people who receive that material. Using what you have learned is not a breach of this paragraph. Circulating our work, or a stand-in for it, is.

(d) Your own records. Paragraph (c) does not stop you from keeping the Content, or material containing it, in files that you or your firm are required to retain by law, by regulation or under your own compliance policies, provided those files are not used to give the Content to anyone else.

(e) If you pass it on anyway. If you breach paragraph (c), we may charge you additional subscription fees. Those fees are our then-current published annual rate for the Platinum plan, multiplied by the number of people who received the Content and were not named users on Your Plan, for the subscription term in which the sharing occurred. They are payable within 30 days of our invoice. They are additional license fees for access that was actually taken, at the price we publish for it. They are not a penalty and are not a measure of our damages, and they are in addition to our rights under section 17. You are responsible for paying them; if you would like us to deal with your employer instead, tell us and we will.

(f) Tell us first and we will waive it. If you tell us within 30 days of the sharing, and you or your firm then take a subscription that covers everyone who received the Content, we will waive the fees in paragraph (e).

(g) If you use a personal address when you should have used a work address. Registering with, or continuing to use, a personal email address when paragraph (b) requires a work address is a material breach of these terms. If that happens, then in addition to every other remedy available to us: (i) we may suspend or terminate your access immediately, without notice and without refund; (ii) no obligation or commitment we would otherwise owe you under these terms applies to that account — including any restriction on how we use your information, any commitment about your firm's name, and any refund — while your own obligations under these terms, and the disclaimers and limits in sections 18 to 20, continue to apply in full; and (iii) you grant us the right described in section 14(c).

(a) Term and renewal. Your subscription begins when you sign up and runs for 12 months. It renews automatically for further 12-month terms unless you cancel.

(b) Canceling. Email sales@heron-intelligence.com at any time. Cancellation takes effect at the end of your then-current term. Fees paid or payable for that term are not refunded. If you pay in installments, the remaining installments for that term stay due.

(c) The Free plan. The Free plan is provided at our discretion. We may meter, limit, change, suspend or withdraw it, in whole or in part, at any time and without notice or liability.

(d) Email and unsubscribing. We deliver part of the service by email. Every email we send you carries an unsubscribe link and our postal address, and you can unsubscribe at any time. If you are on the Free plan, unsubscribing from the briefs ends your Free plan. We will still send you messages about your account, your billing and these terms.

(a) Fees and payment. The fee for Your Plan is the fee published for that plan when you sign up or, on renewal, when you renew. Fees are in US dollars, payable in advance, and are not refundable except where these terms say otherwise. You authorize us and our payment processor to charge the payment method on file for all fees due, including renewal fees and installments, and you are responsible for keeping those details current.

(b) Fee changes at renewal. We may change the fee for a renewal term by giving you at least 30 days' notice before that term begins. If you do not want to pay the new fee, cancel under section 4(b).

(c) Prices and plans change. The fees, features and limits published for each plan change from time to time, and we may move features between plans. The price you paid fixes your fee for your current term only. A change in published pricing or in what a plan includes — whether the price goes up or down, and whether or not the change is in your favor — does not entitle you to a refund, a credit, a price adjustment or any other remedy for a term you have already paid for.

(d) Late payment and tax. Overdue amounts not subject to a good-faith dispute carry interest at 1% per month or the highest rate permitted by law, whichever is lower, and we may suspend access. You are responsible for all sales, use, excise and similar taxes on what you pay us, other than taxes on our income.

(a) What you may do. You may access and use the Content as section 3 allows.

(b) What you may not do. You may not, and you may not allow anyone else to:

• share, forward, publish, sell, license or redistribute any Content, except as section 3 allows;
• disclose any Content, or anything in it, to any company or individual that is its subject or target;
• attempt to identify, contact or solicit any of our sources, including by using AI tools, or attempt to re-identify any anonymized person referred to in the Content;
• access the service by automated means, or scrape, crawl, data-mine or carry out bulk or systematic downloads — except, where MCP or API access is part of Your Plan, through that interface and within any rate limits we document;
• reverse engineer, decompile, decode or adapt the Platform, except where law says that restriction cannot apply;
• circumvent or disable any security or access control, or use the service other than through your own valid credentials;
• use the service for competitive analysis or benchmarking, or to build or run a competing product or service;
• remove or obscure any copyright, trademark or other proprietary notice; or
• use the Content for any employment purpose, or to decide anyone's eligibility for credit, insurance, housing or any other purpose covered by the Fair Credit Reporting Act. The Content is not a “consumer report” and we are not a “consumer reporting agency” under that statute.

(a) Our AI. Parts of the service are generated or assisted by AI and can be inaccurate, incomplete or misleading. They are provided for information only, do not replace your own research or judgment, and should be checked against original source material before you rely on them.

(b) Connecting your own systems. Where MCP or API access is part of Your Plan, you may connect the service to your own models and agents through that interface, provided the environment you connect it to is private, secure and under your exclusive control, does not train on or retain Content beyond that environment, and does not transmit Content to any third party.

(c) Other AI tools. You must not input, upload or otherwise expose Content to any AI or machine learning system, model, agent, database or tool that is public, shared, externally hosted, or not fully isolated and under your exclusive control, or that trains on, retains or reuses what you put into it. This applies to Content you have downloaded or exported just as it does to Content on the Platform. You must not use the Content to train or improve any model other than one operated solely within your own environment for your own use. An AI tool that your firm licenses under a written enterprise agreement that prohibits the provider from training on your inputs and outputs, and limits how long the provider keeps them and what it uses them for, and that you use only within your firm’s access-controlled environment, meets the requirements of paragraphs (b) and (c), even though the provider hosts it and processes Content on its servers.

(a) Your watchlist. You may give us a list of companies you want covered. Your watchlist, coverage requests, searches, queries, prompts and similar inputs are your “inputs.”

(b) Requests are requests. We decide, in our sole editorial discretion, which companies and events we cover, whom we interview and what we say. Your inputs are requests and suggestions. They do not direct, commission or oblige us to produce anything, and anything we produce after a request belongs to us and goes into the Heron Events library where other users can see it.

(a) We are a publisher, not an investment adviser. We are not registered with the U.S. Securities and Exchange Commission as an investment adviser and we do not act as one. We publish Heron Events in reliance on the exclusion in section 202(a)(11)(D) of the Investment Advisers Act of 1940 for publishers of bona fide publications of general and regular circulation.

(b) What that means. The Content is impersonal. It is not tailored to your investment objectives, financial situation, holdings or needs. We publish on a regular basis and make the same Content available to every user entitled to it, on the same terms. Watchlists, alerts, filters and similar features select from Content we publish generally; they do not create advice personal to you. We do not hold, manage or have authority over your funds or accounts, we exercise no discretion over any account, and we give no individualized investment advice. We have no advisory or fiduciary relationship with you.

(c) Your decisions are yours. The Content is for information only. It is not legal, tax, accounting or investment advice and it is not a recommendation to buy, sell or hold any security. You are responsible for your own investment decisions and for your own compliance with securities laws.

(a) What we collect and how we use it. We collect the details you give us, your inputs, and data about how you use the service — searches, queries, prompts, pages viewed, downloads, session data, device and network identifiers and interaction patterns (together, your “usage data”). We may collect, store, analyze and use your inputs and usage data for any lawful business purpose, including running, securing and improving the service, deciding what to cover, training and evaluating our own models, sales and marketing, and creating and commercializing aggregated products and analytics. We may keep them after your subscription ends. Under these terms your inputs and usage data are not your confidential information.

(b) If you need something different. If your firm needs contractual restrictions on how we handle your watchlist, your queries or your usage — limits on internal access, a commitment not to use them to train models, or deletion on termination — those commitments are available on an Enterprise subscription. Contact sales@heron-intelligence.com.

(c) Personal data. Our handling of personal data is governed by our Privacy Policy at heron-intelligence.com, and by section 16 if you are outside the United States.

(a) Our sources. The Content may include details about the people we interview. Who they are is confidential and proprietary to us, and you must not try to work out who they are, contact them, or tell anyone else who they are. We obtain Content from sources we reasonably believe to be reliable. We do not ask or induce anyone to breach a confidentiality agreement or any other legal, contractual or fiduciary duty, we tell every source not to give us information in breach of any such duty and confirm that with them at the time of interview, and we tell them that what they say is not confidential and may be disclosed to others.

(b) Material non-public information. We take measures intended to prevent, detect and correct the dissemination of material non-public information (“MNPI”). We do not seek MNPI, but a source may disclose it without being asked, and we use commercially reasonable efforts to remove it from the Content. We do not guarantee that the Content is free of MNPI. You are responsible for your own trading and compliance decisions.

(a) Our confidential information. The Content, our sources, our methodologies and everything else we make available through the service are our confidential information. Keep them confidential, protect them with at least reasonable care, and use and share them only as sections 3 and 6 permit. You are responsible for anyone you share them with. If a court, regulator or other authority requires you to disclose them, tell us promptly where you are legally allowed to.

(b) How long this lasts, and enforcement. These obligations continue after your subscription ends, and continue indefinitely in respect of the identity of our sources and our trade secrets. Breach would cause us harm that money cannot adequately compensate, so we may seek an injunction or other equitable relief without posting a bond or proving damages, in addition to any other remedy.

(a) What we own. We and our licensors own everything in the service — the Platform, the Content, our confidential information, usage data, and all methodologies, processes, techniques, trade secrets and know-how in them, together with every copy, extract, compilation, adaptation, improvement and derivative work, and all intellectual property rights in all of it. The Content is our original proprietary compilation, protected by United States copyright law. You get the limited rights set out in these terms and nothing else.

(b) Third-party material and feedback. We may make available material that is not ours and that carries its own terms; Content you access through Bloomberg, S&P Capital IQ, FactSet or any other distributor is also subject to that distributor's terms. If you send us feedback about the service, you give us a non-exclusive, worldwide, transferable, irrevocable, perpetual license to use it anonymously, without payment or restriction.

(a) Gold and Platinum. If you are on a Gold or Platinum plan, you grant us a non-exclusive, royalty-free, worldwide license to use your name and the name and logo of the firm you registered with to identify you as a Heron Events user in our marketing materials, website, user lists and sales presentations.

(b) Limits. We will not say or imply that you or your firm endorses us, the service or any Content, and we will not disclose what you pay.

(c) Wrong email address. If you register using a personal email address when section 3(b) requires a work address, you grant us the license in paragraph (a) in respect of the firm you work for, whatever plan you are on, and paragraph (b) does not apply to that use.

We may monitor how you use the service, by technical means and at any time, to check compliance with these terms, to detect shared credentials, sharing of Content, bulk extraction or unauthorized access, and to enforce the limits of Your Plan. We may ask you to confirm your compliance in writing, and you agree to do so.

(a) Security and where we operate. We maintain commercially reasonable administrative, technical and physical safeguards designed to protect the service. You are responsible for your own devices, software, connectivity and security. The service is controlled and operated from the United States; we do not represent that it is appropriate or available anywhere else, and you are responsible for complying with your local law.

(b) Data protection. You and we acknowledge and agree that, to the extent the processing of personal data under these terms by either party is subject to Regulation (EU) 2016/679 (the “GDPR”) or equivalent United Kingdom data protection law, each party acts as an independent controller of any personal data it processes in connection with Heron Events. Each party will comply with all applicable law in relation to that processing.

(c) Local rights you cannot give up. Nothing in these terms limits any right you have under the mandatory consumer protection law of your country of residence that cannot be excluded by agreement. Where such law applies to you, sections 20 and 22(b) to (d) apply only to the extent that law permits.

(a) When we may suspend or terminate. We may suspend or terminate your access to all or part of the service at any time, without liability, if we receive a court order, subpoena, governmental demand or law enforcement request that requires it; if we reasonably believe you have breached a material term of this agreement or used the service beyond what Your Plan allows; or if your subscription ends. We may also terminate any subscription on 30 days' notice, and if we do and you are on a paid plan we will refund the unused part of the fees you have prepaid, calculated monthly. That refund is your only remedy.

(b) What happens then. Your right to use the service stops, you must stop using it and delete the Content you hold, and anything you owe us stays due. You may keep copies you are required to keep by law or regulation, and copies in routine automated backups from which targeted deletion is impractical; those copies stay confidential and must not be used for any other purpose.

(c) What survives. Sections 3(c) to 3(e), 5 (as to amounts owed), 6, 7, 9, 10, 11, 12, 13, 14, 15, 17(b), 18, 19, 20 and 22 continue after your subscription ends.

(a) The service is provided as is. EXCEPT AS THESE TERMS EXPRESSLY STATE, THE SERVICE AND ALL CONTENT — INCLUDING ANY FEATURE WE DESCRIBE AS EARLY ACCESS, PREVIEW OR BETA — ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM CUSTOM OR TRADE USAGE, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND TITLE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, THAT ANY COMPANY OR EVENT WILL BE COVERED, THAT ANYTHING WILL BE PUBLISHED WITHIN ANY PARTICULAR PERIOD, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR TIMELY.

(b) No representation about performance. Nothing in the Content or on our website is a prediction of, or a representation about, the future performance of any security. Illustrations of post-earnings price behavior are stylized, do not refer to any particular security, and are not a forecast. Past results of our research are not indicative of future results.

(c) Evasion scores and analytical labels. Our evasion scores, classifications, ratings and similar analytical labels are our opinions, formed from published earnings-call transcripts and comparable public material. They are not statements of fact about the honesty, intent or state of mind of any individual, and should not be read or repeated as if they were.

(d) Third-party material. We are not responsible for material that is not ours, and making it available is not an endorsement.

(e) Viruses, malware and your systems. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE, THE PLATFORM, ANY CONTENT, ANY FILE YOU DOWNLOAD OR EXPORT, ANY EMAIL WE SEND, OR ANY API OR MCP CONNECTION IS OR WILL BE FREE OF VIRUSES, MALWARE, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS, OR THAT IT WILL NOT DISRUPT, DAMAGE OR COMPROMISE YOUR SYSTEMS, NETWORKS OR DATA. YOU ARE RESPONSIBLE FOR YOUR OWN PROTECTIVE MEASURES, INCLUDING SCANNING, SANDBOXING AND BACKUP. WE ACCEPT NO RESPONSIBILITY AND GIVE NO INDEMNITY FOR ANY SUCH HARM.

(a) Your indemnity to us. You will defend, indemnify and hold harmless each member of the Heron Group against all losses, damages, judgments, settlements, liabilities, penalties, fines, costs and expenses, including reasonable legal fees, arising out of any claim, action, proceeding, demand or lawsuit relating to (i) your access to or use of the service; (ii) any decision or action taken by you or on your behalf that is informed by or based on the service; (iii) your breach of this agreement or of applicable law, including section 3; or (iv) your negligence, willful misconduct or fraud. This does not apply to the extent the losses result from our own gross negligence, willful misconduct or fraud.

(b) We do not indemnify you. We give no indemnity of any kind under these terms, including for infringement of intellectual property rights, for defamation or other claims arising from the Content, and for any virus, malware or other harmful component. Your only remedies for any claim relating to the service are those set out in sections 17 and 20.

(a) No indirect losses. EXCEPT FOR YOUR BREACH OF SECTION 3, SECTION 6 OR SECTION 12, YOUR OBLIGATIONS UNDER SECTION 19, OR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER WE NOR OUR SUPPLIERS, LICENSORS, PARTNERS, EMPLOYEES OR AGENTS, NOR YOU, WILL BE LIABLE FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OF ANY KIND, INCLUDING LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION AND LOSS OF SECURITIES VALUE, EVEN IF WARNED OF THE POSSIBILITY AND WHATEVER THE LEGAL THEORY.

(b) Our total liability. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE LOWER OF (i) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) US$1,000. IF YOU ARE ON THE FREE PLAN, OUR TOTAL LIABILITY WILL NOT EXCEED US$100.

(c) Basis of the bargain. Our fees reflect these limits, and these limits apply even if a limited remedy fails of its essential purpose. Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited.

We may change these terms by posting revised terms at heron-intelligence.com. Revised terms apply immediately to new subscriptions, and to existing subscriptions on the earlier of 30 days after posting and the start of your next renewal term. We will email you if we make a material change. Continuing to use the service after revised terms take effect means you accept them; if you do not accept them, cancel under section 4(b).

(a) Governing law. New York law governs this agreement, without regard to its conflict of laws rules.

(b) Arbitration. Any dispute arising out of or relating to this agreement or the service will be resolved by binding arbitration in New York County, New York, administered by the American Arbitration Association. The AAA's Commercial Arbitration Rules apply, except that where you are using Heron Events as a consumer the AAA's Consumer Arbitration Rules apply instead and we will pay the filing, administration and arbitrator fees those rules allocate to us. The award is final and may be enforced in any court with jurisdiction, and the proceedings are confidential. Either of us may still bring an individual claim in small claims court, and either of us may go to the state or federal courts in New York County for temporary injunctive relief in aid of arbitration, or in respect of data security, intellectual property or unauthorized access to or use of the service.

(c) You can opt out of arbitration. You may opt out of paragraph (b) and paragraph (d) by emailing sales@heron-intelligence.com within 30 days of first accepting these terms, saying that you opt out of arbitration and giving the name and email address on your account. Opting out does not affect anything else in these terms, and we will not close your account because you opted out.

(d) Class actions and jury trial. Claims must be brought individually and not as a plaintiff or class member in any class or representative proceeding, and the arbitrator may not consolidate more than one person's claims. EACH PARTY GIVES UP THE RIGHT TO TAKE PART IN A CLASS ACTION AND THE RIGHT TO TRIAL BY JURY.

(e) Notices and electronic communications. Write to us at sales@heron-intelligence.com and at Blue Heron Research Partners, LLC, 1325 Avenue of the Americas, 28th Floor, New York, NY 10019. We will write to you at the email address on your account, and you agree that we may give you notices, disclosures and records about your account and these terms electronically.

(f) Export controls and sanctions. You will comply with all applicable US and foreign export control and sanctions laws when using the service. You confirm that you are not, and are not acting for, a person or entity that is the target of US sanctions or named on a US restricted-party list.

(g) Everything else. These terms, our Privacy Policy and Your Plan are the whole agreement between us about Heron Events and replace anything said or written before. A failure to enforce a term is not a waiver of it. If any part of these terms is unenforceable, the rest continues in force. You may not transfer this agreement without our written consent; we may transfer it freely. Neither of us is liable for delay or failure to perform — other than a failure to pay or to protect confidential information — caused by events beyond our reasonable control. We are independent contractors, and nothing here creates a partnership, joint venture, agency or fiduciary relationship.