Last Updated: February 2022
Our mission at Heard Technologies, Inc., a Delaware company, (“Heard,” “we,” “our” or “us”) is to empower mental health providers (“Therapist,” “Customer” or “you”) to focus on their clients by using our combination of smart software and real humans to master their financial lives with modern bookkeeping solutions (the “Services”). The websites and software applications governed by this policy include joinheard.com and dashboard.joinheard.com.
1. OUR SERVICES
The Services consist of cloud-based financial tools and services which may include (i) bookkeeping, accounting, and access to banking services, (ii) financial information storage and reporting, (iii) tax preparation and advisory services, and (iv) the service of communicating information to, from and among third party service providers, as per the Therapist’s instructions. The Therapist may make certain selections of Services that they wish to procure through the websites or the Account.
Heard will provide the Services to the Therapist until terminated by either Heard or the Therapist, subject to the payment of applicable fees and compliance with these Terms. As part of the Services, Heard hereby grants to the Therapist a non-exclusive, non-transferable, non-assignable right to use the Services, as per these Terms. The Therapist acknowledges that the Services are cloud-based and hosted services and no copies of the Services or Heard platform will be delivered to Therapist. The Services shall be used by Therapist solely for Therapist’s own purposes and Heard does not convey any right, title or interest in the Services or Heard platform to Therapist.
Therapist shall immediately notify Heard of any errors by Heard, Therapist, or third-party service provider in the supply or use of the Services. Where practicable, Heard shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. Therapist shall provide Heard with any information necessary to investigate an error.
2. THERAPIST ACCOUNTS
Heard shall provide the Therapist with a unique and private account accessible through the Service (the “Account”). The Therapist has exclusive responsibility for the use of the Account. Heard will invite the Therapist to enter certain preferences and specifications within the website or the Account that will apply to the Services; Therapist assumes exclusive responsibility for such selections even if they contain errors by Therapist or result in losses to Therapist. Any additional terms and conditions posted to the websites with respect to the Account or specific Service preferences selected by the Therapist are incorporated herein by reference.
Except as required to deliver the Services or as otherwise required by law, Heard shall not grant any third-party access to your Account.
Therapist shall notify Heard by email to firstname.lastname@example.org immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access.
Therapist shall provide, at Therapist’s own expense, all necessary hardware, applications, and internet connectivity necessary to access the Services. Therapist acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Therapist agrees that Heard is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with Therapist’s use of or access to the Services or security breaches arising from any Therapist device and Therapist waives any and all claims against Heard in connection therewith.
The following persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; and (iii) Persons, or their Affiliates who have procured services from Heard and have been terminated by Heard. Heard reserves the right to decline to provide Services or terminate Services to any business. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
Limitations on Use
Therapist shall not itself and shall not permit any Therapist employees or affiliates, or any other third party to, (i) permit any party to access or use the Services other than the Therapist personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (v) use or copy the any software underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Therapist may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Therapist is prohibited under applicable law from using the Services, Therapist may not use them.
4. INTELLECTUAL PROPERTY RIGHTS
We and our licensors own and retain all proprietary rights in the Service. The Service or any portion of the Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Heard. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Heard without express written consent. You may not use any meta tags or any other “hidden text” utilizing Heard’s name or trademarks without the express written consent of Heard. You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate, or otherwise create derivative works of any part of the Service. Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Heard or third parties, and any unauthorized use terminates the permission to use the Service granted by Heard.
All content included on this Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Heard or its content/software suppliers or third-party partners and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Heard and protected by U.S. and international copyright laws. All software used on this site is the property of Heard or its software suppliers or third-party partners and protected by United States and international copyright laws.
The marks appearing on this Service, including but not limited to Heard and any respective logos, emblems, slogans and designs, are trademarks of Heard. All other marks used on this Service are the property of their respective owners.
Therapist hereby authorizes Heard to, directly or through third parties, make any inquiries and conduct any investigation to verify Therapist identity.
The Services requires certain information concerning Therapist, including but not limited to Therapist name, address, phone number, email address, bank account information and other account information. Therapist agrees that all information it provides to Heard shall be complete and accurate and Therapist shall promptly correct any errors in the information provided to Heard.
Subject to any separate agreement between Therapist and Heard, Therapist hereby authorizes Heard and each third-party partner to each obtain from the others and disclose to the others Therapist data in so far as is necessary to supply their respective services either hereunder or under their respective third-party partner agreements. Where required by law, Heard will disclose Therapist data to law enforcement agencies.
6. THERAPIST DATA
Therapist has sole responsibility for the accuracy, appropriateness, and completeness of all provided data. Heard will use the data it is provided in performing the Services and is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness or completeness of Therapist provided data.
In the event that Therapist provides Heard any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Customer agrees that Heard may use the Feedback to modify the Services and that Therapist will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Therapist hereby grants Heard a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Therapist provides the Feedback on the Services or through any other method of communication with Heard.
Therapist shall not take possession of or enter into the Account any data: (i) that Therapist does not have the lawful right to copy, transmit, distribute, and display (including any Therapist data that would violate any confidentiality or fiduciary obligations that Therapist might have with respect to the Therapist data); (ii) for which Therapist does not have the consent or permission from the owner of any personally identifiable information contained in the Therapist data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Therapist shall defend, indemnify, and hold harmless Heard, its employees, officers, directors, affiliates, suppliers, licensors, third party partners and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a third party partner service agreement; (iii) any violation of any laws; (iv) any use of Therapist data by Therapist or other third party; (v) Therapist use of the Services, including in combination with any third party service; (vi) any transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any third party partner or Therapist; (ix) costs incurred by Heard enforcing the terms hereof or responding to any subpoena relating to Therapist or Therapist data; (x) any claim by a governmental taxing authority; or (xi) any dispute between Therapist and any third party or Therapist personnel.
8. TERMINATION AND SUSPENSION
Heard may, in its sole discretion, terminate or suspend your access to all or part of the Service, for any reason, including without limitation, your breach of these Terms. In the event these Terms are terminated, the restrictions regarding content appearing on the Service, and the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms will survive termination. In the event that you are unsatisfied with the services provided by Heard, your sole remedy is to terminate your use of the Service.
9. FEES, PAYMENT, AND REFUNDS
Access to the Services may require Therapist to pay fees, as may be further described on the websites or in the Account. All fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Heard reserves the right to amend the fees by posting new fees on the websites, in the Account, or by providing notification via email; such changes shall take effect within thirty (30) days unless accepted by Therapist earlier.
Therapist shall authorize Heard and Heard’s third party partners, such as Stripe, to collect payment of fees from a credit card, debit card or other means of payment; Therapist authorizes Heard to charge all fees and other amounts owing hereunder from such payment method.
Without limitation, Heard reserves the right to suspend the Services until all fees or other amounts owing hereunder are paid in full or terminate your access to the Service for late payment.
Fees quoted do not include, and Therapist shall pay, and hold Heard harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Heard.
In the event of termination of the Services for any reason except for Therapist’s breach of this Agreement, Heard may provide Therapist with a refund of any pre-paid, but unused fees related to such Services. Therapist is not entitled to any refund for Heard termination of the Services based upon Therapist’s breach.
10. NOT LEGAL, TAX, OR ACCOUNTING ADVICE
Heard may provide Therapist with legal, tax or accounting information as part of Heard’s tax preparation, payroll processing, and advisory services or on the Heard website. Unless such information was provided by a Heard licensed professional pursuant to a written agreement between Therapist and Heard, such information is not intended to constitute specific legal, tax, accounting, or other professional advice, and may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to Therapist’s particular circumstances. As such, Therapist agrees not to act based on any information provided by Heard, unless such information was provided by a Heard licensed professional pursuant to a written agreement between Therapist and Heard, or before obtaining advice from other professional counsel qualified in the applicable subject matter and jurisdiction.
11. NO WARRANTIES BY HEARD
Content; Third Party Servicers
Content from third party partners, other users, suppliers, advertisers, and other third parties may be made available to Therapist through the Services. Therapist agrees that Heard is not responsible for any such content. Heard does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and Heard assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third-party rights related to such content. The Services may contain links to websites not operated by Heard. Heard is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Heard makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the websites or Services including but not limited to third party partner services. Heard provides these links and integrations for Therapist’s convenience only and does not control such third parties. Heard’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third-party services or any association with their operators. The Services may contain links to sites that are operated by Heard but which operate under different terms. It is Therapist’s responsibility to review the privacy policies and terms and conditions of any other site Customer visits or contacts with, including through integration with the Heard services. CUSTOMER AGREES THAT IN NO EVENT WILL HEARD BE LIABLE TO THERAPIST IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEARD HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEARD DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE Heard ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, CUSTOMER’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION
12. LIMITATION OF LIABILITY
IN NO EVENT WILL HEARD BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL HEARD’S SUPPLIERS OR THIRD-PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT SHALL HEARD BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL HEARD BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
TO THE EXTENT THAT HEARD MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF HEARD’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
By providing Heard with Therapist’s mobile telephone number, Therapist consents to receiving text messages and calls at that number as requested for account verification, invitations, and other purposes related to the Services. While Heard does not charge a fee for text messages or calls, Therapist’s carrier may charge standard messaging, data, and other fees. Therapist is responsible for these charges. Heard may send and receive text messages and make calls through cellular telephone operators or other networks, and the level of reliability may vary. Heard is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.
14. JURISDICTION AND SEVERABILITY
Heard operates the Service from within the United States. Heard makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.
These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Heard’s prior written consent. Heard may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
These Terms will be governed by and construed in accordance with the laws of the state of Delaware. Any action brought to enforce these Terms or matters related to the Service will be brought in either the State or Federal Courts of the state of Delaware. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees.
If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force.
15. HOW TO CONTACT US
If you have any questions about these Terms, please contact us at:
Email address: email@example.com
Postal address: 500 Yale Ave N, Seattle, WA 98109