Terms of Service

Last updated: 26 October 2026

These terms are a contract between the customer named on the account ("you") and 11924109 Canada Inc., the company that runs Herald ("we", "us"). They apply to the Herald website, app, MCP server and REST API (together, the "Service"). By creating an organization, accepting an invitation to one, or connecting an agent or API key to one, you agree to them. If you are doing that on behalf of a company, you confirm you have the authority to bind it, and "you" means that company.

If you have a signed agreement with us, that agreement wins where the two differ. Nothing in a purchase order, vendor form or your own terms changes these terms unless we sign it.

1. What the Service is

Herald is a hosted workspace where a team writes down what its company knows, as pages, tables and attached files, and serves that content to the people and AI agents it chooses, over the Model Context Protocol (MCP) and a REST API. We host the content, search it, and return the parts an agent asks for. We do not supply the agents. What an agent does with what it reads is between you and the agent's provider.

2. Your account

Organizations and workspaces. You create an organization and one or more workspaces inside it. The person who creates the organization is its first owner. Owners and admins decide who else gets in, and what each person, and each API key, can see and change.

Accuracy. Keep the account details you give us accurate. We send service notices to the email addresses of the organization's owners, and a notice sent there counts as received by you.

Credentials. You are responsible for everything done through your organization, by its members, its agents and its API keys, whether or not you authorised it, until you tell us otherwise. Keep passwords, sessions and API keys confidential. Tell us at support@getherald.ai as soon as you suspect one has been exposed. You can revoke any API key in the app at any time, and access ends on the next request. We are not responsible for loss caused by use of credentials you failed to protect or revoke.

Age and use. The Service is for businesses. You must be at least 18, and you may not use the Service as a consumer or for personal, family or household purposes.

3. Your content

You own it. Everything you or your agents put into a workspace, including pages, tables, files, tags, packs, agent instructions and the tasks agents send ("Content"), stays yours. We claim no rights in it beyond the licence below.

What we may do with it. You give us permission to host, store, copy, index, search, transmit and display Content, and to process it with the third-party services listed on our subprocessors page, but only as needed to provide, secure and support the Service and to comply with the law. That includes indexing it for search and using AI models to organise, describe, retrieve and check it.

We don't train on it. We do not use your Content to train or improve any machine-learning model, ours or anyone else's, and our subprocessors are contractually prohibited from doing so.

You are responsible for it. You alone decide what goes into the Service. You confirm you have the rights you need to put Content in and to let us process it as described, including the right to share any personal data it contains and to share Content with each person and agent you give access to. We don't review Content and have no obligation to, though we may remove Content that we reasonably believe breaks these terms or the law.

Drafts and publishing. Only published pages are visible to agents. Changes made by agents land as drafts, and nothing an agent writes reaches other agents until a person with publish access publishes it. That review step is yours to run; we do not check what agents write, and we are not responsible for Content an agent creates or changes.

Deletion. Deleted pages, folders and files stay in Recently deleted for 90 days, where you can restore them, and are then permanently removed. Activity logs are kept for 90 days and page revision history for one year. We have no obligation to keep or return anything after those periods. See the Privacy Policy for the full retention schedule.

Backups are yours to keep. The Service is not an archive. Keep your own copy of anything you can't afford to lose.

4. Agents, keys and the tools you connect

Who an agent is. A person's agent sees and does what that person can see and do. A workspace API key sees and does what the key allows. You decide who gets keys, including people outside your company such as partners and contractors, and you are responsible for their use of the Service through those keys as if it were your own.

The agents are yours. The MCP clients, agents, models and other tools you connect are chosen, configured and controlled by you, under their own terms. You are responsible for their security, for what they request, and for what they do with what they receive. We are not responsible for an agent that leaks, misuses or misstates your Content, or for any outage, change or data handling on the agent's side.

Agent output. The Service returns your Content to agents. It does not generate advice, decisions or finished work. Anything an agent produces from your Content is the output of that agent and its provider, and you should check it before relying on it. We make no promises about the accuracy or completeness of anything an agent produces.

Rate limits and fair use. Retrieval is rate-limited per workspace, as set out in the docs. We may change limits, and may throttle or suspend use that places an unreasonable load on the Service, with notice where practical.

5. Acceptable use

Don't use the Service to:

• Store or share Content that is unlawful, infringes someone's rights, or that you don't have permission to share.
• Store special categories of personal data (such as health, biometric, or data about race, religion, sexual orientation or criminal convictions), payment card numbers, government identifiers, account passwords or other credentials, or data subject to specific regulatory regimes such as HIPAA, PCI DSS, export controls or classified-information rules. The Service isn't designed to hold them, and we accept no responsibility for them if you do.
• Upload malware, or anything designed to interfere with the Service or with agents reading from it.
• Probe, scan or test the Service for vulnerabilities without our written permission, or try to get past access controls, rate limits or workspace boundaries.
• Access another customer's workspace or Content.
• Resell, sublicense or offer the Service to third parties as your own, except by giving partners keys to your own workspaces as the Service allows.
• Copy, reverse-engineer or build a competing product from the Service, beyond what the law allows.
• Send bulk or automated traffic unrelated to serving context to agents, or use the Service as a general file host.
• Harass, spam or deceive people, or violate the law.

Suspension. If you break these rules, if your use threatens the security or operation of the Service or other customers, if we're required to by law, or if your account appears to be compromised, we may suspend some or all access immediately. We'll tell you why as soon as we reasonably can, and restore access when the problem is resolved. We are not liable for loss caused by a suspension made in good faith.

6. Fees

The Service is free during early access. No credit card is required and no fees are due.

We expect to introduce paid plans. When we do, we will tell you at least 30 days before any fee applies to your account, and you will be able to keep using what you have until then, take your Content with you, or close your account. Nothing you have already used will be charged for retroactively. Once fees apply, the pricing page and any order you accept set the amounts; fees are exclusive of taxes, which you pay, and unpaid fees after 14 days' notice are grounds for suspension.

7. Early access

The Service is new and provided as an early-access service. That means:

• Features will change and some will be removed. We'll try to warn you before changes that affect how your agents connect, but we may change or discontinue any part of the Service at any time.
• The Service will sometimes be unavailable. We make no uptime, availability or support commitment, offer no service credits, and have no obligation to fix any particular defect.
• We may limit the number of organizations, workspaces, pages, requests or users at any time.
• We may end the early-access programme, or the Service as a whole, as set out in section 12.

Your only remedy for dissatisfaction with the Service during early access is to stop using it.

8. Confidentiality

What is confidential. "Confidential Information" is any non-public information one of us gives the other under these terms. All your Content is your Confidential Information. The Service's non-public features, pricing, security details and roadmap are ours. Information isn't confidential if it is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party, is received lawfully from someone else without a duty of confidence, or is developed independently without using the other's Confidential Information.

What we each promise. Each of us will use the other's Confidential Information only to exercise rights and meet obligations under these terms, protect it with at least the care we use for our own confidential information and no less than reasonable care, and share it only with employees, contractors and (for us) the subprocessors on our subprocessors page who need it and are bound by confidentiality obligations at least as protective as these. These obligations last for as long as the information stays confidential, and for five years after the end of these terms for everything else.

Compelled disclosure. If either of us is required by law, a court or a regulator to disclose the other's Confidential Information, we'll give prompt notice where legally allowed so the other can object, and disclose only what's required.

How we handle your Content. We give access to your Content to our own staff only to support you, investigate a problem, secure the Service or comply with the law, and we keep those cases to a minimum. We protect it with the measures described in the Data Processing Addendum, including encryption in transit and at rest, access scoped to what each person and key is allowed, and least-privilege access to the database. We do not sell your Content or use it for advertising.

If something goes wrong. If we become aware of unauthorised access to your Content, we'll notify your organization's owners without undue delay, tell you what we know, and keep you updated. That notice is not an admission of fault.

9. Privacy and data protection

Our Privacy Policy explains what personal data we collect about you and your team, and why. Where Content contains personal data that you control, we process it as your processor under the Data Processing Addendum, which is part of these terms.

10. Intellectual property

The Service, including its software, design, documentation and name, is ours or our licensors'. You get a non-exclusive, non-transferable, revocable right to use it under these terms for your internal business purposes, and nothing else. You may not remove our notices or use our name or logo without permission.

If you give us feedback or suggestions, we may use them without obligation to you.

11. Third-party services

The Service depends on third-party providers for infrastructure, AI models and analytics, listed on the subprocessors page. We choose them with care and bind them in writing, but we are not responsible for their outages, changes or acts beyond what the Data Processing Addendum provides. We are not responsible at all for the agents, MCP clients, models or other tools you connect to the Service, which are governed by their own terms.

12. Termination

By you. You can stop using the Service at any time. To close your organization and have its Content deleted, email support@getherald.ai from an owner's address. We delete the organization's Content within 30 days of the request, except for backups, which expire within 7 days, and records we must keep by law.

By us. We may close your account if you materially breach these terms and don't fix it within 14 days of our notice (immediately for breaches of section 5 or 8), if you've been inactive for 12 months after we've emailed you twice, or if we're required to by law. We may also stop offering the Service altogether, with at least 60 days' notice and a full export of your Content on request during that time.

Export. Everything in your workspaces can be read over the REST API and MCP at any time, in Markdown and CSV, with original files as attached. On request we'll also send you a full export in those formats within 14 days.

After the end. Your access ends and we delete your Content as described above. We have no liability for deleting Content after the notice periods in this section. Sections 3 (as to your ownership and responsibility for Content), 8, 10, 13, 14, 15 and 16 survive.

13. Warranties and disclaimers

We promise to provide the Service with reasonable skill and care. You promise that you have the authority to agree to these terms, that your Content and your use of the Service comply with them and with the law, and that you are not on any government sanctions list.

Beyond that, to the fullest extent the law allows, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We don't promise that the Service will be uninterrupted, secure or error-free, that search will find everything or return only what's relevant, that Content won't be lost, or that agents will use what they are sent correctly. No advice or information from us creates a warranty.

14. Limitation of liability

To the fullest extent the law allows:

• No indirect loss. Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business, contracts, data, goodwill or anticipated savings, however caused and even if foreseeable.
• Cap. Our total liability to you for everything arising out of or relating to these terms or the Service, in any 12-month period and across all claims combined, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the amount you paid us for the Service in that period, or CAD $300 if you paid nothing.
• Things we aren't liable for at all. We have no liability for: anything an agent, model or tool you connect does or produces; loss caused by credentials or keys you didn't protect or revoke; Content you were told not to store under section 5; changes to or unavailability of the Service during early access; the acts of third-party providers beyond what the Data Processing Addendum provides; or anything caused by your breach of these terms.
• Time limit. Any claim under these terms must be brought within one year of the event giving rise to it.

These limits apply even if a remedy fails its essential purpose, and they don't limit your indemnity obligations in section 15. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else the law doesn't allow to be limited.

15. Indemnity

You will defend and indemnify us, and our officers, employees and contractors, against third-party claims, and the resulting costs, damages and reasonable legal fees, that arise from your Content, your use of the Service in breach of these terms or the law, the agents and tools you connect, or the acts of people and agents using your organization's access. We will tell you about any such claim promptly, let you control the defence (though you may not settle in a way that admits fault on our part or imposes obligations on us without our consent), and help at your cost where reasonably asked.

16. General

Governing law. These terms are governed by the laws of the Province of Quebec and the federal laws of Canada that apply there, and the courts of Quebec have exclusive jurisdiction over any dispute, except that either of us may seek an injunction anywhere to protect our intellectual property or confidential information. Before starting proceedings, each of us will try in good faith to resolve the dispute by discussion for 30 days.

Changes. We may update these terms. For material changes we'll email the account owners at least 30 days in advance. If you keep using the Service after the change takes effect, the new terms apply. If you don't agree, close your account before then.

Notices. We'll send notices to the owners' email addresses on the account. Send notices to us at support@getherald.ai.

Force majeure. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including outages at third-party providers, internet failures, attacks on the Service, strikes, natural disasters, war or government action, except that this doesn't excuse payment.

Assignment. You may not transfer these terms without our consent, except to a successor of your whole business. We may transfer them to a successor of ours.

Independent parties. We're independent contractors. Nothing here creates a partnership, agency or employment relationship, and no one other than you and us has rights under these terms.

Whole agreement. These terms, the Privacy Policy and the Data Processing Addendum are the whole agreement between us about the Service, and replace any earlier discussions. Neither of us relies on any statement not written in them. If any part is unenforceable, the rest still applies and the part is read as narrowly as needed to be enforceable. Neither of us waives a right by not exercising it.

Contact. 11924109 Canada Inc., 14 rue Iberville, Notre-Dame-de-l'Île-Perrot, Quebec J7W 1N3, Canada. support@getherald.ai.