Client Terms of Service

These Client Portal Terms of Service (the “Terms”) govern the use of this site (the “Site”) offered by Pulse ROI, LLC, a Texas limited liability company ("Pulse ROI," "we," "us," or "our"). HeartLedge is a product of Pulse ROI. In these Terms, "HeartLedge" and the "Service(s)" mean the HeartLedge software platform at heartledge.com and its related pages, applications, and emails. These Terms apply to you when you book, pay, fill in a form, send a message, or otherwise in any way use or interact with HeartLedge. By doing any of those things, you agree to these Terms. If you do not agree, do not use the Service.

If you are a coach who uses HeartLedge, these Terms do not apply to you. Please refer to the HeartLedge Terms of Service (Coaches and Organizations).

1. Who you are dealing with

You found HeartLedge because a coach or coaching business (your "Coach") uses HeartLedge to run their practice. HeartLedge provides the booking, forms, messaging, and payment tools your Coach uses. We do not provide coaching, we do not supervise or endorse your Coach, and we are not a party to your agreement with them. HeartLedge is not a medical records system, is not designed for information that requires HIPAA protection, and Pulse ROI is not a HIPAA covered entity or business associate. Do not submit protected health information through the portal. Anything about your sessions, your Coach's qualifications, what your Coach promises you, cancellations, rescheduling, and refunds is between you and your Coach, under whatever terms and policies they give you. If your Coach has their own client agreement, that agreement governs your coaching.

2. COACHING DISCLAIMER

Coaching is not therapy or medical treatment, and coaches are not licensed therapists, psychologists, or other medical professionals. If a coach happens to also be a clinical professional, they do not act in this capacity when providing coaching services through HeartLedge. The information provided on HeartLedge and via your coach’s services is not intended to substitute professional medical advice or treatment. Always seek advice from your physician, therapist, psychologist, psychiatrist, or other qualified healthcare provider before undertaking a new health regimen, and do not disregard or delay in seeking medical aid because of information you’ve received via your coach or via HeartLedge. You are responsible for your own physical, mental and emotional choices and well-being. To the fullest extent permitted by law, you agree that neither your coach nor HeartLedge will be liable for any actions or inaction, or for any direct or indirect result of any coaching services, except in cases of gross negligence or willful misconduct.

3. Your account and sign in

You sign in with a one-time link sent to your email address. Anyone with access to your inbox can use that link, so keep your email account secure and do not forward sign in links. Tell your Coach right away if you think someone else has accessed your portal. You agree to give accurate information and to keep your contact details current.

4. Age

You must be at least 18 to create a portal account, book, or pay on your own behalf. If you are under 18, a parent or legal guardian must book for you, must accept these terms on your behalf, and is responsible for your use of the portal. Your Coach is solely responsible for verifying parental or guardian consent for any minor client. We do not knowingly collect information from children under 13. If you believe a child under 13 has given us information, contact your Coach or email us at questions@heartledge.com.

5. Payments and refunds

When you pay for a session or package, your payment goes directly to your Coach through Stripe. We do not hold your money and we do not take a share of it. Your card details are handled by Stripe, not by us. Refunds, cancellations, rescheduling, and no show policies are your Coach's, not ours. If you have a payment dispute, raise it with your Coach first, then with your card issuer if needed. We cannot issue refunds on your Coach's behalf.

6. What you submit

Forms, messages, and files you submit go to your Coach. Your Coach decides what to ask for and what to do with it, and your Coach can see, keep, and export it. Do not submit information you would not want your Coach to have. You keep ownership of what you submit. You give us permission to host, store, copy, transmit, display, and process it as needed to run and support the portal for your Coach.

7.

Your agreements with us**.

(a) You agree not to do any of the following: (i) submit any content that: (A) infringes, misappropriates or violates a third party's intellectual property or other right; (B) violates, or encourages any conduct that would violate, any applicable law or regulation or that would give rise to civil liability; (C) is fraudulent, false, deceptive, defamatory, obscene, pornographic, vulgar, offensive, discriminatory, harassing, violent, or threatening; or (D) is an advertisement or solicitation; (ii) use, display, mirror or frame the Services or any individual element within the Services, our name, our logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent; (iii) access, tamper with, or use non-public areas of the Services, our systems, or the systems of our providers; (iv) breach or attempt to test the vulnerability of any system or network, or circumvent or breach any security or authentication measures related to the Services; (v) attempt to access or search the Services or download content from the Services using any means other than as provided by us or other generally available third-party web browsers; (vi) use the Services, or any portion thereof, for any commercial purpose, for the benefit of any third party, or in any manner not permitted by these Terms; (vii) attempt to decompile or reverse engineer any of the software used to provide the Services; (viii) interfere with, or attempt to interfere with, the Services through technical means, including, without limitation, sending a virus or DDoS attacks; (ix) collect or store any personally identifiable information from the Services from other users of the Services without their express permission; (x) violate, or encourage any conduct that would violate, any applicable law or regulation or that would give rise to civil liability; (xi) encourage or enable any other individual to do any of the foregoing; (xii) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services; (xiii) use the Services for the development, production, or marketing of a service or product substantially similar to the Services; (xiv) use the Services in violation of any HeartLedge policy or in a manner that violates applicable laws, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other laws requiring the consent of subjects of audio and video recordings; or (xv) encourage or enable any other individual to do any of the foregoing.

(b) While we have no obligation to monitor access to or use of the Services or to review or edit any content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.

8. Availability

The portal is provided as is and as available. We may change, suspend, or discontinue it, and outages happen. Your access depends on your Coach keeping an active HeartLedge subscription: if their subscription lapses or they close their account, their pages and your portal go offline. For complete warranty disclaimers, see Section 14.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND WE DO NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

9. Ending your use

You can stop using the portal at any time, and you can ask your Coach to close your client record. We may suspend access if the portal is being misused.

10. Governing law and venue

These Terms and any legal action related thereto are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The exclusive jurisdiction for all disputes that you and Pulse ROI are not required to arbitrate will be the state and federal courts located in Smith County, Texas, and you and Pulse ROI each waive any objection to jurisdiction and venue in such courts.

11. Dispute Resolution

a) Disputes with your Coach are between you and your Coach and are not covered by this section.

b) ANY CLAIM MUST BE BROUGHT WITHIN ONE YEAR AFTER IT ARISES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY LAW.

c) Arbitration. Email questions@heartledge.com and give us 30 days to resolve the problem before starting a formal proceeding. If we cannot resolve it, any dispute between you and Pulse ROI arising out of these Terms or the portal will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator. The arbitration will be conducted remotely, unless the arbitrator determines that an in-person hearing is necessary. Either of us may bring an individual claim in small claims court instead.

d) Individual claims only. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO BRING OR JOIN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If this waiver is unenforceable for a claim, that claim proceeds in the state or federal courts located in Smith County, Texas.

e) Opt out. You can opt out of arbitration and the class waiver by emailing questions@heartledge.com with the words "opt out of arbitration" within 30 days of first using the portal. Opting out changes nothing else.

12. Changes to these Terms or the Services

We may update the Terms from time to time. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. If the update results in a material change to the Terms, we will notify you by email or through the portal at least 30 days before the change takes effect. Please review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Questions about the portal or these terms: questions@heartledge.com

Questions about your sessions, payments, or your information: contact your Coach.

13. Feedback

We appreciate feedback, comments, ideas, ratings, reviews, and suggestions related to the Services (“Feedback”). If you choose to submit Feedback, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable, and transferable license under all intellectual property rights to use, reproduce, modify, and incorporate such Feedback for any purpose without restriction or compensation to you.

14. Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WHILE WE TAKE EFFORTS TO ENSURE THE CONTENT OR INFORMATION ON THE SERVICES IS ACCURATE AND HELPFUL, WE DO NOT MAKE ANY WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. WE DO NOT SUPERVISE, ENDORSE, OR VET COACHES WHO USE THE PLATFORM AND MAKE NO REPRESENTATION, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY COACH FOR YOUR NEEDS OR THE RESULTS THAT MAY BE ACHIEVED. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE TRUTH OR ACCURACY OF ANY STATEMENTS MADE BY ANY COACH. PLEASE EXERCISE DUE DILIGENCE AND CARE WHEN YOU WORK WITH A COACH OR COMMUNICATE AND INTERACT WITH OTHER USERS.

15. Indemnity

You will indemnify, defend, and hold Pulse ROI and its members, officers, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your content, or (c) your violation of these Terms. You will promptly notify us in writing of any such claim. We have the right to assume the conduct of the defense at your expense, and you will cooperate as reasonably requested. You will not settle any claim without our prior written consent.

16. Limitation of Liability

(A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PULSE ROI NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PULSE ROI OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(B) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL PULSE ROI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PULSE ROI FOR USE OF THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS OR $1000 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PULSE ROI, AS APPLICABLE.

(C) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PULSE ROI AND YOU.

17.

General Terms**

(a)Reservation of Rights. Pulse ROI and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Pulse ROI and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Pulse ROI and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Pulse ROI’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Pulse ROI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices. Any notices or other communications provided by Company under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

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