Effective Date: Aug 9, 2026

Terms of Use

These Terms of Use govern your access to and use of our services. They explain what you can expect from us, what we expect from you, and the rules that keep things fair for everyone. By using our services, you agree to these terms. If you have any questions, feel free to reach out!

These terms of use (these "Terms") govern access to and use of the HERO platform, available at myhero.so and app.myhero.so, together with the HERO desktop application, the HERO REST API, the HERO Model Context Protocol server, and all related websites, applications, tools, templates, artificial intelligence features and services (collectively, the "Services"). The Services are owned and operated by Scribe Technologies Limited ("Company", "we", "us" or "our"), a private limited company incorporated in England and Wales under company number 14017176, with its registered office at First Floor, 690 Great West Road, Osterley Village, Isleworth, England, TW7 4PU.

By accessing or using the Services, creating an account, or clicking to accept these Terms, the entity or person doing so (the "Customer", "you" or "your") agrees to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

The Services are a business-to-business platform intended solely for use by businesses and professional users acting in the course of a trade, business, craft or profession. The Services are not intended for, and must not be used by, consumers. By using the Services you confirm that you are acting for business purposes only, and you agree that consumer protection laws and regulations do not apply to these Terms or your use of the Services.

1. Definitions

1.1 Defined Terms

(a) "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, automated document workflow capabilities, document generation, and text-to-speech.

(b) "API Credentials" means the API keys, access tokens and other credentials that the Customer or an Authorised User may generate within the Services to enable programmatic access to a Workspace, including access by third-party AI clients through the Company's Model Context Protocol server.

(c) "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.

(d) "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, and including any creation, modification or deletion of Customer Content performed by an AI agent. Automated Actions do not include sending a message from, or writing a file to, a Connected Account. Those actions require confirmation by an Authorised User at the time they are taken, and cannot be executed autonomously by an AI agent or workflow.

(e) "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.

(f) "Connected Account" means an account with a third-party service that the Customer or an Authorised User authorises the Services to access on their behalf, including Google (Gmail and Google Drive), Microsoft (Outlook and OneDrive), Dropbox and Notion.

(g) "Connected Account Data" means any data, content or metadata that Company accesses, receives or processes from a Connected Account following authorisation granted by the Customer or an Authorised User, together with any data aggregated, anonymised or derived from it. Google User Data is a subset of Connected Account Data, and is additionally subject to the Section titled "Google User Data".

(h) "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, Output and Connected Account Data brought into the Services.

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

(j) "Google API Policies" means the Google API Services User Data Policy (including its Limited Use requirements), the Google APIs Terms of Service, and any product-specific Google developer policy applicable to a Google Workspace Service, in each case as updated by Google from time to time.

(k) "Google User Data" means any data, content or metadata that Company accesses, receives or stores from a Google account or a Google application programming interface following authorisation granted by the Customer or an Authorised User through Google's OAuth consent flow, together with any data aggregated, anonymised or derived from it.

(l) "Google Workspace Services" means those Google services with which the Services interoperate and for which the Customer or an Authorised User may authorise access, as described in Company's privacy policy.

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

(n) "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.

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

(p) "Signature Features" means the features of the Services that allow a signature to be drawn, typed, stored, selected and placed within a document.

(q) "Subscription" means the plan under which the Customer accesses the Services, including any applicable usage limits, features, AI allowances and subscription period, and including any lifetime licence.

(r) "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.

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

(t) "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.

(u) "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.

2. The Services

2.1 Provision of and Access to the Services

(a) 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.

(b) The Services enable the creation of documents and files that combine pages and databases, the drafting and management of clauses, defined terms and references, the automation of document workflows using AI Features and agents, the use of Templates, and programmatic access through the Company's API and Model Context Protocol server. The Services are made available through a web application, a desktop application, and those programmatic interfaces. 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.

(c) Company may use subcontractors and third-party service providers (including hosting providers, storage providers, authentication providers and third-party AI model providers) in the performance of the Services, and shall remain responsible for its obligations under these Terms. A current list of Company's subprocessors is maintained in Company's privacy policy.

2.2 Accounts and Authorised Users

(a) 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.

(b) 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.

(c) 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.

2.3 API Credentials and Programmatic Access

(a) The Customer and its Authorised Users may generate API Credentials to enable programmatic access to their Workspaces. API Credentials carry the permissions of the user who generated them and can be used to read, create, modify and delete Customer Content. The Customer is responsible for issuing, safeguarding, rotating and revoking API Credentials, and for all activity carried out using them.

(b) API Credentials are displayed once on creation. Company does not store API Credentials in a recoverable form and cannot retrieve a lost credential; a lost credential must be revoked and replaced.

(c) Programmatic access is subject to rate limits and to the usage limits of the applicable Subscription plan. Company may impose, amend or enforce such limits at any time.

3. Use Restrictions

3.1 Acceptable Use

(a) 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 or permitted by the licence terms of any open-source component distributed with the Services; (d) circumvent or attempt to circumvent any usage limits, rate limits, AI allowances, 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 the documented interfaces made available by Company; or (i) use the Services in violation of applicable law or these Terms.

(b) 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.

(c) 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.

4. Customer Content and Data

4.1 Ownership and Licence

(a) 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.

(b) 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. In respect of Connected Account Data, this licence is further limited by, and subject to, the Section titled "Connected Accounts" and, in respect of Google User Data, the Section titled "Google User Data".

4.2 Customer Responsibilities

(a) 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.

(b) 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.

4.3 Business and Sensitive Information

(a) The Customer acknowledges that the Services are designed for use with business information, which may include commercially sensitive and legally privileged 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, for deciding which Connected Accounts and API Credentials to authorise, and for ensuring that any disclosure of information through the Services (including through shared pages, published content, Templates, Connected Accounts or programmatic access) is authorised and lawful.

(b) 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); (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 the parties have agreed appropriate safeguards in writing. Where the Customer's use of the Services in a legal or professional context makes it likely that such data will be submitted, the Customer must obtain Company's written agreement before doing so.

4.4 Security and Data Protection

(a) 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.

(b) 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. Company's data processing addendum is available on request at hello@myhero.so and sets out the subject matter, duration, nature and purpose of processing, the categories of data and data subjects, and the safeguards applied to transfers of personal data outside the United Kingdom.

4.5 Usage Data and Feedback

(a) 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. This Section does not apply to Connected Account Data, and Company shall not derive Usage Data from Connected Account Data; the use of Connected Account Data is governed exclusively by the Section titled "Connected Accounts" and, in respect of Google User Data, by the Section titled "Google User Data".

(b) 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.

4.6 Retention and Deletion of Customer Content

(a) Customer Content that the Customer or an Authorised User deletes within the Services is marked as deleted and is then permanently removed from Company's production systems, together with any associated stored files, shortly afterwards and in any event within seven (7) days. Deletion within the Services is not reversible by Company once permanent removal has occurred. The Customer is responsible for exporting anything it wishes to keep before deleting it.

(b) Company may retain Customer Content in encrypted backups for a limited period after deletion for disaster-recovery purposes, and may retain Customer Content where and for as long as retention is required by applicable law. Backups are not restorable on a per-document basis and cannot be used to recover individually deleted Customer Content.

(c) Retention periods applicable to particular categories of data, including AI conversation history, integration tokens and audit records, are set out in Company's privacy policy.

5. AI Features, Agents and Automated Workflows

5.1 Nature of the AI Features

(a) 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.

(b) 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.

5.2 Input and Output

(a) 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.

(b) 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, the retention of conversation history described in the Section titled "AI Conversation History", or the use of Usage Data as described in these Terms. The exceptions in (a) and (b) do not apply to Connected Account Data, which is subject to the absolute prohibition set out in the Section titled "Connected Accounts" and, in respect of Google User Data, in the Section titled "Google User Data".

(c) The AI Features are provided using models and infrastructure operated by third-party providers, which are named in Company's privacy policy. Company configures those providers so that Customer Content is not retained by them other than as necessary to return a response, and requires by contract that Customer Content is not used to train their models. Company may change model providers at any time, and shall update its privacy policy accordingly.

5.3 AI Conversation History

(a) So that a conversation with an AI Feature can be continued across turns, Company stores the conversation history for each AI session — including prompts, responses, the results returned by tools the agent used, and any text extracted from documents or Connected Accounts in the course of that session — against the relevant Authorised User's account.

(b) AI session history is automatically and permanently deleted seven (7) days after the session was last used. Authorised Users may delete a session sooner from within the Services.

5.4 Human Review and Automated Actions

(a) 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.

(b) 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.

(c) AI agents can create, modify and delete Customer Content. Where the Services offer an undo facility for Automated Actions, that facility is time-limited and best-efforts, is not available for every category of change, and is not a substitute for the Customer's own review and backups.

5.5 AI Allowances and Customer-Provided Model Keys

(a) Use of the AI Features consumes an allowance of processing tokens and a budget of write operations determined by the Customer's Subscription plan. Allowances reset periodically as described for the applicable plan. 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, allowances, credits or capacity limits applicable to the AI Features.

(b) Where the Services permit the Customer or an Authorised User to supply their own third-party model provider API key, the Customer is solely responsible for that key, for all charges the provider levies against it, and for the Customer's compliance with that provider's terms. Use of a Customer-supplied key means Customer Content is transmitted to that provider under the Customer's own account and subject to that provider's terms rather than Company's arrangements with its own model providers, and Company gives no warranty and accepts no liability in respect of that provider's handling of Customer Content.

5.6 AI Use Restrictions

(a) 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.

6. Templates

6.1 Company Templates

(a) 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.

(b) 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.

6.2 Third-Party and Community Templates

(a) 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.

7. Intellectual Property

7.1 Company's Ownership

(a) 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.

(b) "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.

7.2 Open-Source Components

(a) The Services incorporate open-source software components, some of which are made available under licences that grant the Customer rights in addition to, and in some cases in place of, the rights granted in these Terms. Where an open-source licence applies to a component, that licence governs the Customer's use of that component to the extent of any conflict with these Terms. Details of the open-source components distributed with the Services, and copies of the applicable licences, are available on request at hello@myhero.so.

8. Third-Party Services, Integrations and Outbound Access

8.1 Third-Party Services

(a) 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.

(b) 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.

8.2 Connected Accounts

(a) The Customer and its Authorised Users may connect third-party accounts to the Services so that the AI Features can search and read data held inthem and, where the Customer authorises write access, create content in them. Connection is enabled only where the relevant user grants it through the third party's own authorisation flow, and Company requests only the permissions required to deliver the features described in Company's privacy policy. The permissions requested for each provider are listed in that policy.

(b) Access to a Connected Account is read-only unless the Customer or an Authorised User authorises write access for that provider. Where write access is authorised, Company writes to a Connected Account only in response to an action the relevant Authorised User confirms at the time, and only to send, save or create the content presented to that user before confirmation. Company does not delete anything in a Connected Account, and does not modify anything it did not itself create or that the Authorised User did not expressly select.

(c) The permissions requested for each provider, and whether they include write access, are set out in Company's privacy policy.

(d) The Customer is responsible for ensuring that each Authorised User is entitled to connect the account they connect, and that connecting it and processing its data within the Services complies with the Customer's own obligations to the third party and to any data subject. Where an Authorised User connects a personal account, the Customer acknowledges that data from that account may be brought into the Customer's Workspaces.

(e) Authorisation may be withdrawn at any time from within the Services or from the third party's own account settings. On disconnection, Company deletes the stored authorisation tokens for that Connected Account and, where the provider supports it, revokes them with the provider. Content already brought into a Workspace or into an AI session is not removed by disconnection and is subject to the retention rules in these Terms.

(f) Limited use. Company shall use Connected Account Data only to provide and improve user-facing features that are visible and prominent within the Services, and only in the manner disclosed in Company's privacy policy and authorised by the relevant user. Company does not copy or index the contents of a Connected Account into its own storage; content is retrieved from the provider at the point a feature the user has invoked requires it.

(g) No transfer. Company shall not transfer Connected Account Data to any third party except: (a) to provide or improve user-facing features that are visible and prominent within the Services, and then only with the relevant user's consent; (b) for security purposes, including investigating abuse; (c) where required to comply with applicable law; or (d) as part of a merger, acquisition or sale of assets, and then only after obtaining the relevant user's explicit prior consent.

(h) No sale, no advertising. Company shall not sell Connected Account Data, shall not transfer or use it for advertising of any kind (including retargeting, personalised or interest-based advertising), and shall not use it to determine credit-worthiness or for lending purposes.

(i) No model training. Company shall not use Connected Account Data to train, fine-tune, develop or improve any artificial intelligence or machine-learning model, whether generalised or personalised, and whether its own or a third party's. The exceptions set out in the Section titled "Input and Output" do not apply to Connected Account Data. Where an AI Feature processes Connected Account Data in order to deliver a feature the user has requested, that data is transmitted to Company's third-party model provider for the sole purpose of returning a response; Company configures those providers so that the data is not retained by them beyond the request and requires by contract that it is not used for model training.

(j) Human access. Company personnel shall not read Connected Account Data except: (a) where the relevant user has given affirmative agreement to Company viewing specific messages, files or other data; (b) where necessary for security purposes, including investigating a bug or abuse; (c) where necessary to comply with applicable law; or (d) where the data is aggregated and used for internal operations in accordance with applicable privacy and other legal requirements.

(k) Derived data. The restrictions in this Section apply equally to Connected Account Data in raw form and to any data aggregated, anonymised or derived from it.

(l) Retention. Connected Account Data returned to an AI Feature forms part of that AI session's conversation history and is stored as described in the Section titled "AI Conversation History", so that the user can continue the conversation. It is automatically and permanently deleted seven (7) days after the session was last used, and remains subject to every restriction in this Section for as long as it is held. Connected Account Data that a user saves into a document or Workspace is Customer Content and remains under the Customer's control until the Customer deletes it.

8.3 Outbound Access by Third-Party AI Clients

(a) The Customer and its Authorised Users may authorise third-party AI clients and other applications to access their Workspaces through API Credentials or the Company's Model Context Protocol server. Where they do so, Customer Content is transmitted out of the Services to that client and to any model provider or other third party that client uses, and is thereafter governed by that client's terms and privacy practices and not by these Terms.

(b) Company does not control what an authorised client does with Customer Content, does not review or endorse any such client, and shall have no liability arising from or relating to any authorised client's access to, use of, retention of, disclosure of, alteration of or deletion of Customer Content. Authorising such a client is a decision for the Customer, and the Customer is responsible for satisfying itself that the client is appropriate for the Customer Content it will reach.

(c) The Customer may revoke a client's access at any time within the Services. Revocation stops further access but does not affect Customer Content the client has already received.

9. Electronic Signatures

9.1 Nature of the Signature Features

(a) The Signature Features allow a signature to be drawn or typed, stored against a user's account, and placed within a document. They are a drafting and presentation tool. Company does not provide, and the Services do not perform, identity verification, signer authentication, tamper-evident sealing, certificate-based signing, qualified or advanced electronic signature services within the meaning of the UK eIDAS Regulation or Regulation (EU) No 910/2014, or the generation or retention of a signing audit trail or certificate of completion.

(b) The Customer is solely responsible for determining whether a signature applied using the Signature Features satisfies the legal, evidential and formality requirements applicable to the document and the transaction in question, including any requirement for witnessing, attestation, deed execution formalities, notarisation, or a particular class of electronic signature. Company makes no representation that a document signed using the Signature Features is valid, binding or enforceable, and the Customer must take its own advice where that matters.

(c) Where the Customer requires a verified or auditable electronic signature, it should use a dedicated electronic signature service and not the Signature Features.

10. Subscriptions, Fees and Payment

10.1 Subscriptions, Trials and Renewal

(a) The Services are made available under Subscription plans, which may include trial periods, plans billed monthly or annually, and lifetime licences. The features, usage limits, AI allowances and prices applicable to each plan are as published by Company or otherwise agreed in writing. Seats invited to a Workspace by an existing Customer may be granted limited or view-only access until a paid seat is allocated to them.

(b) 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.

(c) Where a trial is offered, it converts to a paid Subscription at the end of the trial period unless cancelled before the trial ends. Company will make the trial end date visible within the Services.

10.2 Lifetime Licences

(a) Where Company offers a lifetime licence, that licence entitles the Customer to access the Services on the plan purchased, subject to the usage limits and periodically-resetting AI allowances applicable to that plan, without further subscription Fees. "Lifetime" means the operational lifetime of the Services and does not oblige Company to provide the Services in perpetuity.

(b) A lifetime licence does not entitle the Customer to features, plan tiers or allowances beyond those of the plan purchased, and does not exempt the Customer from these Terms, including the Sections on Suspension and Termination. If Company discontinues the Services in their entirety, Company shall give the Customer at least ninety (90) days' notice and a reasonable opportunity to export Customer Content.

10.3 Payment

(a) 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. Card details are collected and processed by Company's payment processor and are not stored by Company.

(b) 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, allowances or capacity.

10.4 Fee Changes and Taxes

(a) 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. This Section does not permit Company to charge subscription Fees for a lifetime licence already purchased.

(b) 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.

10.5 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.

11. Confidentiality

11.1 Obligations

(a) 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.

(b) 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.

(c) 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.

12. Warranties and Disclaimers

12.1 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.

12.2 Disclaimer

(a) EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, TEMPLATES, AI FEATURES, SIGNATURE FEATURES AND ALL RELATED CONTENT AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY, CONDITION, REPRESENTATION OR OTHER TERM OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE — INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR RELIABILITY — ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) 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.

(c) 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.

(d) Nothing in the Services constitutes professional advice of any kind.

(e) All Services provided under a 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.

13. Indemnity

13.1 Customer Indemnity

(a) 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; (d) the Customer's authorisation of any Connected Account or any third-party client under the Section titled "Outbound Access by Third-Party AI Clients"; (e) any document executed using the Signature Features; and (f) any breach by the Customer of its warranties or obligations under these Terms.

(b) 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.

14. Limitation of Liability

14.1 Liability That Cannot Be Excluded

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

14.2 Exclusion of Certain Losses

(a) Subject to the Section titled "Liability That Cannot Be Excluded", Company shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with these Terms or the Services, for: (a) loss of profits, revenue, sales or business; (b) loss of anticipated savings; (c) loss of business opportunity, goodwill or reputation; (d) loss of or damage to contracts; (e) loss, corruption or destruction of data or Customer Content; (f) business interruption; (g) costs of procurement of substitute goods or services; or (h) any indirect, special, incidental, exemplary or consequential loss or damage of any kind, in each case whether or not foreseeable and even if Company has been advised of the possibility of such loss or damage.

(b) 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 Connected Account, or any third-party client authorised by the Customer under the Section titled "Outbound Access by Third-Party AI Clients"; (d) any document executed using the Signature Features; (e) any unauthorised access to or alteration of Customer Content not caused by Company's breach of these Terms, including access obtained using API Credentials the Customer failed to safeguard; (f) the Customer's failure to maintain backups of Customer Content; or (g) any use of the Services under a trial or beta programme, save that Company's total liability in respect of trial or beta use, if any, shall in no event exceed one hundred pounds sterling (£100).

14.3 Liability Cap

Subject to the Section titled "Liability That Cannot Be Excluded", Company's total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with these Terms and the Services, shall in no event exceed the total Fees actually paid by the Customer to Company in the twelve (12) months immediately preceding the event giving rise to the claim (or, where no Fees have been paid, one hundred pounds sterling (£100)). Where the Customer holds a lifetime licence, the Fees paid for that licence shall be treated as paid in the twelve (12) months preceding the event.

14.4 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".

15. Term, Suspension and Termination

15.1 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.

15.2 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.

15.3 Termination

(a) 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.

(b) 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.

(c) Company may terminate any trial or beta access at any time on notice, and may terminate accounts that have been inactive for twelve (12) consecutive months or more, having first given the Customer at least thirty (30) days' notice by email to the address associated with the account.

15.4 Effect of Termination

(a) 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.

(b) A Customer or Authorised User may request deletion of their account and associated data at any time by writing to hello@myhero.so. Company will action a verified deletion request within thirty (30) days. Deletion is permanent and Company cannot restore deleted data. Where the requesting individual is an Authorised User of a Customer organisation, Customer Content held in that organisation's Workspaces belongs to the organisation and is not deleted by the individual's request.

(c) 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, Connected Accounts, Google User Data, and General Provisions.

16. Beta Services and Trials

16.1 Beta and Trial Access

(a) Company may make early-access, preview or beta features ("Beta Services") or trials available from time to time. Beta Services and 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. Company may require separate terms for particular Beta Services.

(b) 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.

17. Changes to these Terms

17.1 Modifications

(a) 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.

(b) 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.

18. General Provisions

18.1 Notices

Notices to Company under these Terms shall be sent by email to hello@myhero.so or by post to Scribe 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.

18.2 Governing Law and Jurisdiction

(a) 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.

(b) 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.

18.3 Other Provisions

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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, storage, authentication or AI model providers.

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

(h) 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.

(i) 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.

19. Google User Data

19.1 Application and Precedence

(a) This Section applies where the Customer or an Authorised User authorises Company to access a Google Workspace Service on their behalf. It governs Company's access to, use of, storage of, retention of and sharing of Google User Data.

(b) In the event of any conflict or inconsistency between this Section and any other provision of these Terms, this Section prevails in respect of Google User Data. Where this Section conflicts with the Google API Policies, the Google API Policies prevail and Company shall comply with them.

(c) Google User Data is Connected Account Data, and every commitment in the Section titled "Connected Accounts" applies to it in full. This Section restates those commitments as they apply to Google User Data and adds the further requirements imposed by the Google API Policies. Nothing in this Section is to be read as reducing the protection these Terms give to Connected Account Data from any other provider.

19.2 Authorisation and Scope of Access

(a) Access to a Google Workspace Service is enabled only where the Customer or an Authorised User grants it through Google's OAuth consent flow. Company does not access any Google account without that authorisation, and requests only the narrowest permissions required to deliver the features described in Company's privacy policy. Where the Customer or an Authorised User authorises write access to a Google Workspace Service, Company's use of that access is subject to the Section titled "Connected Accounts" and to the Google API Policies, and is limited to creating, saving or sending content that the relevant user has confirmed.

(b) The Customer and each Authorised User may withdraw authorisation at any time, either within the Services or through the Google Account permissions page at myaccount.google.com/permissions. Withdrawal takes effect immediately and prevents any further access by Company.

(c) Google User Data is Customer Content for the purposes of these Terms, and the Customer retains all right, title and interest in it. Nothing in this Section grants Company any ownership of Google User Data.

19.3 Limited Use of Google User Data

(a) Company shall use Google User Data only to provide and improve user-facing features that are visible and prominent within the Services, and only in the manner disclosed in Company's privacy policy and consented to by the relevant user.

(b) Company shall not transfer Google User Data to any third party except: (a) to provide or improve user-facing features that are visible and prominent within the Services, and then only with the user's consent; (b) for security purposes, including investigating abuse; (c) where required to comply with applicable law; or (d) as part of a merger, acquisition or sale of assets, and then only after obtaining the user's explicit prior consent.

(c) Company shall not sell Google User Data, shall not transfer or use it for advertising of any kind (including retargeting, personalised or interest-based advertising), and shall not use it to determine credit-worthiness or for lending purposes.

(d) The restrictions in this Section apply equally to Google User Data in raw form and to any data aggregated, anonymised or derived from it.

19.4 Artificial Intelligence and Model Training

(a) Company shall not use Google User Data to train, fine-tune, develop or improve any artificial intelligence or machine-learning model, whether generalised or personalised, and whether its own or a third party's. The exceptions set out in the Section titled "Input and Output" do not apply to Google User Data.

(b) Where an AI Feature processes Google User Data in order to deliver a feature the user has requested, that data is transmitted to Company's third-party model provider for the sole purpose of returning a response. Company configures those providers so that the data is not retained by them beyond the request and requires by contract that it is not used for model training.

(c) Google User Data returned to an AI Feature forms part of that AI session's conversation history and is stored as described in the Section titled "AI Conversation History", so that the user can continue the conversation. It is automatically and permanently deleted seven (7) days after the session was last used, and is subject to every restriction in this Section for as long as it is held. Where a user disconnects the Google Workspace Service before that period expires, any AI session containing Google User Data may be deleted immediately by the user from within the Services.

19.5 Human Access

(a) Company personnel shall not read Google User Data except: (a) where the relevant user has given affirmative agreement to Company viewing specific messages, files or other data; (b) where necessary for security purposes, including investigating a bug or abuse; (c) where necessary to comply with applicable law; or (d) where the data is aggregated and used for internal operations in accordance with applicable privacy and other legal requirements.

19.6 Retention, Revocation and Deletion

(a) Company retains Google User Data only for as long as necessary to deliver the features for which access was authorised, and in accordance with the retention periods set out in Company's privacy policy.

(b) On withdrawal of authorisation, disconnection of the relevant integration, deletion of the Customer's account, or termination of these Terms, Company shall delete the stored Google authorisation tokens immediately and shall revoke them with Google. Google User Data that the user has already saved into a document or Workspace is Customer Content and remains under the Customer's control until the Customer deletes it. Google User Data held in AI session history is deleted in accordance with the Section titled "AI Conversation History". Company shall procure the deletion of Google User Data by any subcontractor, save to the extent retention is required by applicable law.

19.7 Compliance

Company's access to and use of Google User Data is subject to the Google API Policies, and Company shall comply with them. The Customer is responsible for ensuring that its authorisation of access to any Google Workspace Service, and its use of Google User Data within the Services, complies with the Customer's own obligations to Google and to any data subject.

Questions about these Terms? Contact us at hello@myhero.so.