Coach Terms of Service

These Coaches 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. By creating an account, starting a trial, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

These Terms apply to coaches and organization owners who use HeartLedge as part of their business. If you are a client of a coach who uses HeartLedge, these Terms do not apply to you. Please refer to the HeartLedge Client Portal Terms of Service.

1. Who may use HeartLedge

You may use the Service only if you are at least 18 years old and able to form a binding contract. If you accept these Terms on behalf of a business or other entity, you represent that you have authority to bind that entity, and "you" means both you and that entity. You are responsible for keeping your login credentials secure and for all activity under your account. Tell us promptly at support@heartledge.com if you believe your account has been accessed without your permission. Each organization has a single owner. See Section 13 for cancellation and deletion.

2. What HeartLedge is, and what it is not

(a) HeartLedge is software. We give you tools to publish offers, take intake forms, schedule sessions, accept payments through the applicable payment processor account, keep session notes, and message your clients.

(b) We are not a party to your coaching relationships. You alone are responsible for:

• the coaching services you provide, their quality, and their outcomes;
• your agreement with each client, including your own terms, policies, disclaimers, and consents;
• your pricing, scheduling commitments, cancellations, and refunds;
• any professional licensing, certification, insurance, or regulatory requirement that applies to your practice;
• the accuracy of everything you publish on your public HeartLedge pages.

(c) HeartLedge is not a medical, mental health, crisis, emergency, financial, legal, or tax service, and it is not designed or certified for use as a medical record system or as a HIPAA-covered service. You agree not to use HeartLedge to provide or record services that require HIPAA compliance. We do not sign business associate agreements.

3. Your clients and their information

You decide what information to collect from your clients, what your intake forms ask, and what you record in session notes and messages. We do not review or approve that content. You represent and warrant that:

• you have provided any notices to your clients, and obtained any consents from them, that are required for you to collect their information and store it on HeartLedge;
• you have a lawful basis for the information you collect;
• you will not use HeartLedge to collect categories of information you are not qualified or permitted to handle.

Section 8 describes how we handle client information on your behalf.

4. Subscription, trial, and billing

(a) Trial. New organizations get a 14 day free trial. No card is required to start the trial.

(b) Subscription. After the trial, you will be charged the monthly service cost. Subscriptions renew automatically each month until cancelled.

(c) Payment processing. Subscription billing runs on Stripe. By subscribing, you agree to Stripe's terms for that transaction. We do not store your card number.

(d) Price changes. We may change the price. We will give you at least 30 days notice by email before a change takes effect for your organization, and you may cancel before it takes effect. We may, but are not required to, keep existing subscribers at an earlier price.

(e) Failed payments and lapse. If a payment fails, we allow a grace period of 14 days while Stripe retries. If the subscription is still unpaid at the end of that period, the subscription lapses: your workspace becomes read only and your public booking page goes offline. Nothing is deleted because of a lapse. Paying reactivates the organization. If the subscription remains lapsed for more than 180 days, we may treat the organization as deleted under Section 13.

(f) Cancellation and refunds. You may cancel at any time through the billing portal. Cancellation takes effect at the end of the period you have already paid for, and you keep access until then. Subscription fees are non-refundable, and we do not prorate partial months, except where a refund is required by law.

(g) Taxes. Prices exclude taxes. You are responsible for any taxes on your subscription other than taxes on our income.

5. Client payments and Stripe Connect

(a) You connect your own Stripe account to accept client payments. Payments from your clients go directly to your Stripe account. We do not hold, transmit, or take a share of your client funds.

(b) You are responsible for your relationship with Stripe, for meeting Stripe's requirements, and for all refunds, chargebacks, disputes, and taxes relating to money your clients pay you. If Stripe restricts or closes your connected account, your ability to take payments through HeartLedge stops, and that is not our responsibility.

(c) If we introduce a platform fee on client payments in the future, we will give you at least 30 days’ notice by email before it applies to your organization.

6. Your content and your data

(a) You keep ownership. You keep all rights in the content you put into HeartLedge: your practice information, branding, offers, forms, notes, messages, and client records (“Your Content”). Content your clients submit through HeartLedge belongs to them; you have access to it as part of the Service.

(b) License to us. You grant us a worldwide, non-exclusive, royalty free, sublicensable (solely to our subprocessors and service providers as needed to operate the Service) license to host, store, copy, transmit, display, and process Your Content only as needed to operate, secure, support, back up, and improve the Service, and as otherwise described in our Privacy Policy. We do not sell Your Content.

(c) Public pages. Content you publish on your public HeartLedge pages, including your practice name, profile, offers, and logo, is visible to anyone with the link. Your organization's public URL slug cannot be changed once created, but we reserve the right to reclaim or reassign slugs that are inactive, infringing, or otherwise problematic.

(d) Export. You can export your organization's data at any time from within the Service.

(e) 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.

7. Acceptable use

(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 unrelated to your coaching practice; (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 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) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services; (xii) use the Services for the development, production, or marketing of a service or product substantially similar to the Services; (xiii) 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 (xiv) 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. How we handle client information

(a) For information about your clients, you decide what is collected and why. You act as the controller (or business) for that information, and we act as your processor (or service provider). For information about your own account and subscription, we act as the controller. When we process client information on your behalf, we will:

• process it to provide and support the Service, on your instructions as given through your use of the Service, and as required by applicable law;
• not sell it and not share it for cross context behavioral advertising;
• keep it subject to reasonable confidentiality obligations;
• maintain the security measures described in our Privacy Policy;
• use only the subprocessors listed in our Privacy Policy;
• notify you without undue delay after becoming aware of a security breach affecting your data, and give you the information you reasonably need to meet your own notification obligations;
• give you reasonable help, at your expense where the effort is more than minimal, in responding to your clients' privacy requests, and in security and impact assessments;
• delete client data on organization deletion as described in our Privacy Policy.

(b) Client requests come to you first. For purposes of their data, we act as your processor and do not maintain an independent relationship with your clients regarding their information. If one of your clients asks us for access, correction, export, or deletion of their information, we will refer them to you.

9. Availability, changes, and pre-release status

(a) We ship changes frequently and may add, change, or remove features. If we remove core functionality of the Service in a way that is materially adverse to you, you may cancel and we will refund any prepaid, unused subscription fees covering the period after your cancellation.

(b) We do not promise any uptime level. Maintenance, outages, and third party failures can and will cause downtime.

(c) Features or releases we label alpha, beta, preview, or early access are provided as is, may be unstable, and may change or be withdrawn without notice.

(d) We back up the Service, but backups are for our disaster recovery, not for restoring data you deleted. You are responsible for keeping your own exports of anything you cannot afford to lose.

10. Disclaimer of warranties

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 WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE OF DATA LOSS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT FOR YOUR PRACTICE OR ORGANIZATION. WE MAKE NO REPRESENTATION THAT THE SERVICE SATISFIES ANY SPECIFIC REGULATORY STANDARD.

11. Indemnification

You will defend, indemnify, and hold harmless Pulse ROI, LLC and its members, officers, employees, and agents from and against any third party claim, demand, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or relating to (a) your coaching services, your client relationships, or your agreements with your clients; (b) Your Content, including intake forms, notes, messages, and anything you publish on your public pages; (c) your collection, use, or disclosure of client information, or your failure to obtain required consents; (d) your breach of these Terms or violation of any law or third party right; (e) disputes about payments between you and your clients; and (f) your access and use of the Services. We will provide you with prompt notice of any such claim, provided that failure to give prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the delay. We have the right to assume the conduct of the defense, including selection of counsel, at your expense, and you will cooperate as reasonably requested. You will not settle any claim without our prior written consent.

12. 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 TO PULSE ROI FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT MADE ANY PAYMENTS, WHICHEVER IS GREATER.

(c) WE HAVE NO LIABILITY FOR CLAIMS ARISING FROM YOUR COACHING SERVICES, YOUR AGREEMENTS WITH YOUR CLIENTS, YOUR CLIENTS' CLAIMS AGAINST YOU, PAYMENTS BETWEEN YOU AND YOUR CLIENTS, OR THE ACTS OR OMISSIONS OF STRIPE OR ANY OTHER THIRD PARTY SERVICE.

(d) These limits apply regardless of the theory of liability, apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk without which we could not offer the Service at this price. Except as expressly provided in Sections 9(a) and 13(c), your exclusive remedy if you are dissatisfied is to stop using the Service and cancel.

(e) Nothing herein limits your obligation to pay fees you owe, or either party's liability for fraud or for anything else that cannot be limited by law.

13. Suspension, termination, and deletion

(a) You may cancel or delete at any time. Cancelling ends billing. Deleting your organization requires your password and a typed confirmation, and then:

1. your organization is deactivated immediately, public pages go offline, and members are signed out;
2. a 30 day grace period begins, during which you can restore everything by signing in and confirming;
3. after 30 days, we permanently purge your organization's data, including clients, intake responses, sessions, notes, messages, offers, purchases, and branding.

(b) A small set of records survives the purge, including minimal financial records we keep for seven years and security audit logs. Purged data cannot be recovered, including from backups.

(c) We may suspend or terminate your access if you materially breach these Terms, if your account creates a security, legal, or payment risk, or if we are required to by law. We may also discontinue the Service entirely on at least 30 days’ notice, in which case we will refund prepaid, unused fees and give you a reasonable window to export your data.

Sections 6, 11, 12, 13, 14, 15, and 17.

14. 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.

15. Dispute Resolution

(a) Informal resolution first. Before starting a formal proceeding, you agree to contact us at questions@heartledge.com and give us 30 days to try to resolve the dispute.

(b) If we cannot resolve it, any dispute between you and Pulse ROI arising out of these Terms will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if applicable, 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.

(c) 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.

(d) 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.

(e) 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. THIS LIMITATION DOES NOT APPLY TO PULSE ROI’S CLAIMS FOR UNPAID FEES OR TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.

16. 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.

17. General terms

(a) Entire agreement. These Terms, the Privacy Policy, and any order or plan terms we agree in writing are the entire agreement between us about the Service and replace all prior discussions and all prior versions of our terms.

(b) Notices. We send notices to the email address on your account. Keep it current. You must send all notices to us at questions@heartledge.com and, where written notice is legally required, also to Pulse ROI, LLC at PO BOX #6601, Tyler TX 75711. Notice is effective on the day it is sent by email, unless the sender receives a delivery failure.

(c) Assignment. You may not assign these Terms without our written consent. We may assign these Terms and transfer your account and data, in whole or in part, to an affiliate or to a successor in connection with a merger, reorganization, financing, or sale of the HeartLedge business, including a spin out of HeartLedge into a separate company. Your data goes with the Service, and this agreement continues to apply.

(d) Independent contractors. Nothing here creates a partnership, joint venture, employment, agency, or franchise relationship between you and us.

(e) No third party beneficiaries. These Terms do not create rights for anyone other than you and us. Your clients are not third party beneficiaries.

(f) Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including hosting or payment provider outages, network failures, natural events, and government action. This does not excuse payment obligations.

(g) Severability and waiver. If any provision is unenforceable, it is modified to the minimum extent needed, or severed, and the rest stays in force. A failure to enforce a provision is not a waiver of it.

1. Contact.

(a) Pulse ROI, LLC (HeartLedge) Legal and general: questions@heartledge.com

(b) Product support: support@heartledge.com

(c) Billing: billing@heartledge.com