Terms of Use

1. Permitted Use

You may use this site, and the information, writings, images, and other works available on it (collectively, "Content"), solely for your non-commercial, personal purposes and to learn about ShareDirect products and services, and solely in compliance with these Terms of Use.

2. Prohibited Use

By accessing this site, you agree that you will not:

• Use the site in violation of these Terms of Use;
• Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the site, or otherwise attempt to discover any source code;
• Sell, assign, sublicense, distribute, commercially exploit, or otherwise transfer any right in, or make available to a third party, the Content or service;
• Use any automated system — including "robots," "spiders," or "offline readers" — to access the site in a manner that sends more requests to our servers than a human can reasonably produce using a conventional web browser;
• Use the site in any manner that damages, disables, overburdens, or impairs any Heron Martech website or interferes with any other party's use and enjoyment of the site;
• Mirror or frame the site or any part of it on any other website or web page;
• Attempt to gain unauthorized access to the site;
• Access the site by any means other than through the interfaces provided by Heron Martech;
• Use the site for any purpose that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Content or the site may violate patent, copyright, trademark, and other applicable laws.

3. Copyrights and Trademarks

This site is based upon proprietary Heron Martech technology and includes Content protected by applicable intellectual property laws. The site and all intellectual property rights in it belong to Heron Martech or its licensors. Heron Martech owns and retains all copyrights in the Content. Except as specifically permitted, Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way.

ShareDirect, Heron Martech, the ShareDirect logos, and other marks used by Heron Martech are trademarks and the property of Heron Martech.

Notifications of claimed copyright infringement should be sent to: legal@heronmartech.com

4. Information and Materials You Provide

You represent that you have all rights necessary to any materials you submit to us, including any required consents, authorizations, or licenses from third parties. You represent that posting such materials does not infringe any intellectual property right or other right of any person or entity, and does not violate any applicable law or regulation. You agree that you will not knowingly provide material or misleading information.

5. Links to Third-Party Websites

Links on this site to third-party websites are provided solely as a convenience. Such links do not constitute an endorsement, sponsorship, or recommendation by Heron Martech. Heron Martech is not responsible for the availability, content, or practices of any linked third-party websites.

6. Downloading Files

Heron Martech cannot guarantee that files available for downloading through this site will be free of infection by software viruses or other harmful computer code, files, or programs.

7. Disclaimers; Limitations of Liability

Heron Martech and its service providers, licensors, and suppliers make no representations about the suitability, reliability, availability, timeliness, security, or accuracy of the site or its Content for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. Heron Martech hereby disclaims all warranties and conditions of any kind, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, Heron Martech shall not be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of use, data, revenue, or profits, arising out of or in any way connected with the use or performance of the site.

If Heron Martech is determined to have any liability to you or any third party, the aggregate liability of Heron Martech and its officers, directors, employees, affiliates, agents, contractors, and service providers shall be limited to one hundred dollars ($100).

8. Indemnification

You agree to indemnify, defend, and hold harmless Heron Martech, its parent companies, subsidiaries, affiliated companies, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages, and costs (including reasonable attorneys' fees) resulting from or arising out of your use, misuse, or inability to use the site or the Content, or any violation by you of these Terms of Use.

9. Privacy

Your use of this site is subject to Heron Martech's Privacy Policy, available at sharedirecttech.com/privacy.

10. General Provisions

Entire Agreement / No Waiver

These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Heron Martech of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.

Correction of Errors

The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Heron Martech reserves the right to correct any errors, inaccuracies, or omissions and to change or update Content at any time without prior notice.

Governing Law

These Terms of Use are governed by and interpreted in accordance with the laws of the State of North Carolina, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts located in Wake County, North Carolina for any dispute arising from or relating to these Terms of Use.

Severability

If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect.

11. Contact

Part II — Platform Terms

The following terms apply in addition to the Website Terms of Use above if you access or use the ShareDirect platform as a subscriber, authorized user, or visitor to a customer-created engagement hub or ESite. In the event of a conflict between Part I and Part II, Part II governs with respect to platform use.

12. Subscriber Accounts and Customer Responsibilities

Account Creation

To access the ShareDirect platform as a customer, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

Authorized Users

As a subscriber, you are responsible for all platform activity by your authorized users — including organization administrators, communications staff, community leaders, and sponsor contacts. You agree to ensure that all authorized users are aware of and comply with these Terms of Use. You will promptly notify Heron Martech of any unauthorized use of your account.

Account Accuracy

You agree to maintain accurate account and billing information and notify us promptly of any material changes. You represent that you have the authority to enter into this agreement on behalf of your organization.

13. Acceptable Use of the ShareDirect Platform

You agree that you and your authorized users will not use the ShareDirect platform to:

• Send unsolicited commercial email or communications in violation of applicable anti-spam laws, including CAN-SPAM, CASL, or GDPR;
• Collect, process, or store Sensitive Information as defined in our Privacy Policy;
• Engage in deceptive, misleading, or fraudulent practices toward members, leaders, sponsors, or any recipient of platform-generated communications;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the integrity, security, or performance of the platform or its underlying infrastructure;
• Attempt to gain unauthorized access to any part of the platform or data belonging to other customers;
• Use the platform in any manner that violates applicable law or the rights of any third party.

Violations of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

14. Hub and Engagement Site (ESite) Visitors

If you are visiting a ShareDirect member hub, leader ESite, or sponsor zone — created by or on behalf of an organization using the ShareDirect platform — the following applies:

• The hub or ESite is created and controlled by the ShareDirect customer (the organization), not by Heron Martech directly.
• Heron Martech is the platform operator. The organization is the publisher of the hub content and is solely responsible for its accuracy, legality, and compliance with applicable laws.
• Any personal information you provide through a hub or ESite — including your name, email, membership details, or other information — is collected by and on behalf of the organization operating that hub and is governed by that organization's privacy policy, not this one.
• Your interactions with the hub (pages visited, content accessed, resources downloaded, time spent) are tracked and reported to the organization operating that hub as described in our Privacy Policy.
• Heron Martech's role with respect to hub visitor data is as a data processor acting on the customer's instructions.

15. Customer Data and Privacy Responsibilities

As a ShareDirect customer, you are solely responsible for:

• Obtaining all necessary consents, authorizations, and permissions from your members, leaders, sponsors, and hub visitors before collecting or using their personal information through the platform;
• Maintaining and publishing a privacy policy that accurately describes your data collection and processing practices to those whose data you collect through the platform;
• Ensuring your use of the ShareDirect platform — including all communications sent through it — complies with all applicable privacy laws, including GDPR, CCPA/CPRA, CAN-SPAM, CASL, and any other applicable regulations in the jurisdictions where your members and contacts are located;
• The accuracy, completeness, and legality of all content you publish or distribute through the platform, including leader profiles, sponsor content, and resource libraries.

Heron Martech processes customer data solely as a data processor acting on your instructions. Upon written request, Heron Martech will provide a Data Processing Addendum (DPA) consistent with GDPR, CCPA/CPRA, and other applicable data protection requirements.

16. Fees and Payment

Platform subscription fees, billing cycles, and payment terms are set forth in your Order Form or subscription agreement with Heron Martech, which is incorporated into these Terms by reference. Fees are due as specified in your agreement. Failure to pay fees when due may result in suspension of platform access. All fees are non-refundable except as expressly stated in your subscription agreement or required by applicable law.

17. Service Availability

Heron Martech makes commercially reasonable efforts to maintain the availability and performance of the ShareDirect platform. Specific service level commitments, if any, are set forth in your subscription agreement. Heron Martech does not warrant uninterrupted or error-free operation of the platform and shall not be liable for service interruptions, delays, or data loss caused by factors outside of our reasonable control, including internet outages, third-party service failures, or force majeure events.

18. Suspension and Termination

Heron Martech reserves the right to suspend or terminate your account and access to the ShareDirect platform, with or without notice, if:

• You violate these Terms of Use or the Acceptable Use Policy (Section 13);
• You fail to pay subscription fees when due after reasonable notice;
• Continued operation of your account poses a risk to the platform, other customers, or third parties;
• We are required to do so by applicable law or court order.

Upon termination of your subscription, you may request an export of your customer data within 30 days of the termination date. After that period, Heron Martech may permanently delete your account data in accordance with our data retention policies and Privacy Policy. The following sections survive termination: Sections 3, 7, 8, 10, 13, 15, and 18.

19. Email Communications

The ShareDirect platform enables organizations and their administrators and communications staff to send email communications to members, community leaders, and sponsor contacts. The following terms govern all such use:

Customer Consent Obligations

You are solely responsible for ensuring that all email communications sent through the ShareDirect platform comply with applicable email and anti-spam laws, including the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the EU General Data Protection Regulation (GDPR), and any other laws applicable to your members', leaders', or sponsors' jurisdictions. This includes, without limitation, obtaining appropriate prior consent where required, honoring opt-out and unsubscribe requests promptly, and maintaining accurate sender identification in all communications.

Required Email Elements

All marketing or commercial emails sent through the platform must include: a clear identification of the sending organization, a valid physical mailing address, and a clearly visible and functional unsubscribe or opt-out mechanism. Heron Martech provides unsubscribe functionality within the platform; customers are responsible for ensuring it is properly configured and that opt-out requests are honored within the timeframes required by applicable law (no more than 10 business days under CAN-SPAM).

Email Tracking

The ShareDirect platform tracks email engagement data — including open rates, click-through rates, link clicks, and related behavioral signals — on behalf of the customer. This data is used to generate Engagement Score insights, member health reporting, and sponsor attribution analytics. By sending emails through the platform, you acknowledge and agree to this tracking and represent that your recipients have been appropriately informed of such tracking in accordance with applicable law.

Prohibited Email Practices

You may not use the ShareDirect platform to send unsolicited bulk email (spam), emails with deceptive subject lines or sender information, emails that contain malware, phishing content, or illegal material, or emails to recipients who have previously opted out of your communications. Violation of this section may result in immediate account suspension.

20. Third-Party Integrations

The ShareDirect platform supports integrations with third-party systems including association management systems (AMS), customer relationship management (CRM) platforms, marketing automation tools, data management systems, and other business applications (collectively, "Third-Party Services"). The following terms govern such integrations:

Customer Responsibility

You are solely responsible for: (a) obtaining all necessary authorizations and credentials required to connect your Third-Party Services to the ShareDirect platform; (b) ensuring that any data transferred between ShareDirect and your Third-Party Services complies with the terms of service and privacy policies of those services; (c) ensuring that data flows between the platform and your Third-Party Services are consistent with the consents and permissions you have obtained from your members, leaders, and sponsors; and (d) the security and integrity of credentials, API keys, and access tokens used to establish integrations.

Data Flows and Sync

When you configure an integration, data may flow bidirectionally between ShareDirect and your connected Third-Party Service. You acknowledge that Heron Martech will process data from your Third-Party Services solely as directed by you and as necessary to provide the integration functionality. Heron Martech is not responsible for data quality, accuracy, or completeness of data originating from Third-Party Services.

Third-Party Service Terms

Your use of any Third-Party Service in connection with the ShareDirect platform is governed by the terms and conditions of that Third-Party Service. Heron Martech is not a party to those agreements and is not liable for any actions, omissions, outages, or failures of Third-Party Services. Heron Martech does not warrant that integrations with Third-Party Services will be uninterrupted, error-free, or available at all times, as integration availability may depend on the APIs and policies of those third parties.

Changes to Integrations

Heron Martech reserves the right to modify, suspend, or discontinue support for specific Third-Party Service integrations at any time, with reasonable notice where practicable, if required by changes to third-party APIs, legal requirements, or platform architecture.