Heard Technologies, Inc. Terms of Service
Last Updated: June 10, 2026
Our mission at Heard Technologies, Inc., a Delaware corporation, (“Heard,” “we,” “our” or “us”) is to empower mental health providers (“Therapist,” “Customer,” “user,” “you,” or “your”) 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 these Terms include joinheard.com and dashboard.joinheard.com.
You acknowledge that you have read and understood these Terms of Use (the “Terms”), and that you accept and agree to be bound by and subject to these Terms, commencing and following to earliest to occur of your initial access to or use of the Services, your creation of an Account, or your having connected or linked a bank account or uploaded a bank statement to our platform (including any Account). Every time a user (which shall include throughout these Terms any of your employees, agents, or representatives) visits or uses features of the Services, you agree to be bound by these Terms. These Terms outline your rights, obligations and restrictions regarding your use of the Services, so please read them carefully. If you do not agree to be bound by the Terms and all applicable laws, you must not access or use the Services and must discontinue use of the Services immediately.
Heard may revise, modify, or update the Terms from time to time in its sole discretion, and each such revision, modification, or update will be effective and binding immediately when it is posted on the Services, without any obligation of further notice to you or any other user. You agree to be bound to any changes to the Terms through your continued use of the Services. You are expected to check and review these Terms from time to time so you are aware of any changes, as they are binding on you.
In addition to these Terms, we have adopted a Privacy Policy and Cookie Policy, each of which is incorporated herein by reference. We encourage you to read these Terms of Use and our Privacy Policy and Cookie Policy carefully. Our Privacy Policy contains information relating to our collection, use, and disclosure of your personal information.
ELECTRONIC COMMUNICATIONS
By using the Services or providing your email address or other contact information to Heard, you consent to receiving electronic communications from Heard. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Heard, and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that Heard sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
1. OUR SERVICES
The Services consist of subscription-based, 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. Some or all of the Services may be provided or augmented by the use of AI Features (as defined below). The Therapist may make certain selections of Services that they wish to procure through the websites or the Account.
As part of the Services, Heard may offer features and functions powered by artificial intelligence (“AI”), including those embodied in “Haven,” an AI-powered financial assistant owned and operated by Heard that is designed to help Therapist navigate the Heard platform, answer questions about bookkeeping and tax topics, provide directional financial insights based on Therapist’s data, and assist with certain platform tasks (collectively, “AI Features”). Any reference to the Services in these Terms shall include AI Features. These AI Features may, together with third-party AI models, machine learning systems, and large language models, generate responses, insights, suggestions, and other content (collectively, “AI Outputs”) for use by Therapist in his or her discretion. Heard may (and reserves the right to) add, modify, reconstruct, or discontinue AI Features at any time in its sole discretion without prior notice to Therapist. Therapist’s use of the AI Features is subject to Heard’s Privacy Policy.
Subject to eligibility requirements set forth in these Terms or in the Account, Therapist may select one of the following plans for purposes of receiving and using the Services:
(a) The Essential plan is available to Therapist if it is classified as a sole proprietor for purposes of federal income tax, which means Therapist is an limited liability company (LLC) with only one owner (also called a member) or Therapist operates in his or her individual capacity without the use of a formal business entity. Services under the Essential plan include monthly bookkeeping, quarterly tax estimation, platform access, expert support, and annual tax preparation and filing.
(b) The Heard Lite plan is, like the Essential plan, available to any Therapist who is classified as a sole proprietor for purposes of federal income tax. Services under the Heard Lite include all those provided under the Essential plan except for annual tax preparation and filing. If Therapist desires to receive tax preparation and filing Services, it must select the Essential plan.
(c) The Premium plan is available only if Therapist is classified as an S-corporation (sometimes referred to as an association) for purposes of federal income tax and for group practices (as permitted by Heard). Services under the Premium plan include monthly bookkeeping, quarterly tax estimation, platform access, expert support, and annual tax preparation and filing.
Therapist is responsible for determining its tax classifications for purposes of selecting a plan.
Therapist may upgrade from a Heard Lite plan to an Essential plan at any time. The Account provides specific instructions for upgrading. Any such upgrade will take effect immediately, except that Therapist must upgrade prior to certain deadlines established by Heard with respect to tax estimation, preparation, and filing to permit sufficient lead time for such Services.
If Therapist is subscribed to the monthly Essential plan (and not an annual Essential plan, whether subscription fees are paid monthly or in a lump sum), it may downgrade to the Heard Lite plan at any time, unless Therapist’s Essential plan had included annual tax filing as a Service. If Therapist had selected or opted for annual tax filing within its monthly Essential plan or if Therapist is otherwise subscribed to an annual Essential plan, then Therapist cannot downgrade to or elect the Heard Lite plan until its current subscription term expires according to its terms. After downgrading to Heard Lite (when permitted), the Services will no longer include annual tax preparation or filing. The Account provides specific instructions for downgrading, where applicable.
Heard will provide the Services to the Therapist on a monthly or an annual subscription basis, depending on the type of account selected by Therapist. Each such subscription shall automatically renew for successive monthly or annual renewal periods (as applicable) until terminated by either Heard or the Therapist in accordance with the Termination and Suspension section herein, subject to your 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, and non-sublicensable right to use the Services in accordance with these Terms. The Therapist acknowledges that the Services are cloud-based and hosted services and that 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.
Financial Transactions
Heard will not perform any financial transactions for the Therapist. The Therapist may, however, use the Services to communicate instructions to a third-party servicer, such as Plaid, to perform a financial transaction on behalf of the Therapist pursuant to the third-party servicer’s independent privacy policy and terms of service.
Errors
Therapist shall immediately notify Heard of any errors by Heard, Therapist, any third-party service provider, or any other user 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 Services (the “Account”). The Therapist has exclusive responsibility for the use of the Account and shall not hold Heard responsible for any use or access by a user or person acting on the Therapist’s behalf. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions thereof using your username, password, or other security information. 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 applicable websites with respect to the Account or specific Services preferences selected by the Therapist are incorporated herein by reference.
Except as required to deliver the Services (including with respect to employees, contractors, or representatives of Heard) or as otherwise required by law, Heard shall not grant any third-party access to your Account.
Therapist shall notify Heard by email to contact@joinheard.com immediately of any unauthorized access to or use of the Account, any loss or disclosure, whether voluntary or otherwise, of any Account password or access, or any other breach of security. We have the right to disable any Account, username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Therapist shall provide, at Therapist’s own expense, all necessary hardware, applications, and internet connectivity necessary to access and use the Services. Therapist acknowledges that the internet can be unpredictable in performance or 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.
3. LIMITATIONS
Prohibited Customers
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 or whose permissions have been revoked by Heard. Heard reserves the right to decline to provide Services or terminate Services to any Person without notice. In any case, any user engaged in an illegal business or who operates in support of illegal activity is prohibited from using the Services. For purposes of these Terms, a “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, or other entity.
Limitations on Use
Therapist shall not itself and shall not permit any of its employees, affiliates, users, or any other third party to (i) permit or enable any Person 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 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 or distribute unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm any Person; (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 otherwise misrepresent its affiliation with a Person; (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.
Limitations on Use of AI Features
Therapist shall not use the AI Features to (i) represent AI Outputs as professional advice provided by a licensed professional or provide medical or health advice, diagnoses, recommendations, or services without a human having first specifically evaluated and endorsed any AI Output or other data or information produced or referenced by an AI Feature; (ii) enter or use personally identifiable information or protected health information of any client or customer of Therapist into or with any AI Feature; (iii) generate content that is false, misleading, defamatory, or harmful; (iv) attempt to extract, reverse engineer, or derive the underlying models, algorithms, source code, or training data of the AI Features; (v) use AI Outputs to develop, train, or improve any competing artificial intelligence or machine learning system or model; (vi) submit any data to the AI Features that Therapist does not have the right to provide; or (vii) use the AI Features for any purpose other than managing Therapist’s own financial and business affairs in connection with Therapist’s practice. In addition, Therapist shall not use web scraping, web harvesting, or other data extraction methods to extract or obtain data from the AI Features.
4. INTELLECTUAL PROPERTY RIGHTS
We and our licensors own and retain all proprietary and intellectual property rights in the Services. The Services or any portion of the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial or pecuniary 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 Services, or modify, translate, or otherwise create derivative works of any part of the Services. 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, without limiting any other remedies available to Heard, any unauthorized use terminates the permission to use the Services granted by Heard.
All content included on the Services, 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 or other applicable laws. The compilation of all content on this site is the exclusive property of Heard and protected by U.S. and international copyright laws and other applicable 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 and other applicable laws.
As between Heard and Therapist, and without limiting the foregoing, Heard shall own and retain all right, title, and interest in and to the AI Features and all AI Outputs, including all AI and machine learning models, algorithms, software, systems, training data, model weights, and all other technology underlying or incorporated into the AI Features, together with all intellectual property rights therein. No right, title, or interest in or to any of the foregoing is transferred to Therapist under these Terms, except, but subject to Therapist’s compliance with these Terms, that Heard grants to Therapist the limited right to access and use the AI Features as part of the Services in accordance with these Terms and to use AI Outputs solely for Therapist’s own business purposes in connection with Therapist’s practice. Heard makes no representation or warranty regarding whether AI Outputs are protectable under intellectual property law, and Therapist acknowledges that AI-generated content may not qualify for copyright or other intellectual property protection under applicable law. All rights not expressly granted herein are reserved by Heard.
As between Heard and Therapist, Therapist retains all right, title, and interest in and to Therapist data that Therapist submits to, inputs in, or makes available through AI Features, except that Therapist’s ownership of such data or information does not extend to any AI Features or AI Outputs.
The marks appearing on or as part of the Services, including but not limited to any designations of or references to Heard, and any respective logos, emblems, slogans and designs, are trademarks or other marks of Heard. All other marks used on or as part of the Services are the property of their respective owners.
5. CONSENT
Therapist hereby authorizes Heard to, directly or through third parties, make any inquiries and conduct any investigation to verify Therapist identity.
The Services require 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 the Heard Privacy Policy, incorporated herein by reference, and any other separate written agreement between Therapist and Heard, Therapist and each of Therapist personnel and other representatives hereby grant Heard the right to collect, store, use and disclose Therapist data for the purpose of providing the Services, its integration with Heard’s third party partners or vendors, and as otherwise described in the Heard Privacy Policy. Where Therapist data includes data concerning third parties, Therapist represents and warrants that it has given the necessary notices and obtained the necessary consents for Heard to collect, process, store, and disclose such data from the relevant data subjects for the purposes described in the Heard Privacy Policy. Therapist data will be retained by Heard in accordance with our Privacy Policy or as otherwise agreed upon in a separate written agreement between Therapist and Heard.
By using, relying upon, or incorporating any AI Features, Therapist understands and agrees that (i) all AI Outputs, including any financial projections, estimates, or insights, are directional in nature and should not be relied upon as definitive or conclusive, and AI Outputs are not a substitute for professional financial, tax, legal, or accounting advice; (ii) Heard does not control the content, nature, accuracy, or reliability of AI Outputs, and Heard shall not be liable for any errors, inaccuracies, or other issues contained in or arising from AI Outputs; (iii) AI Outputs do not represent the views, opinions, or recommendations of Heard, its employees, or its professional advisors, and do not constitute an endorsement of any third-party product, service, or course of action; and (iv) Therapist assumes all risk associated with Therapist’s use of, reliance on, or actions taken based upon AI Outputs, and Heard shall have no responsibility or liability for any decisions, actions, or omissions by Therapist in reliance on AI Outputs.
6. THERAPIST DATA
Accuracy
Therapist has sole responsibility for the accuracy, appropriateness, and completeness of all data it provides, as well as for the authority or right of Therapist to provide such data to Heard. 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.
Feedback
In the event that Therapist provides Heard any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Therapist 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.
Limitations
Therapist shall not take possession of or enter into the Account or the Services 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 data subject of any personally identifiable information contained in the Therapist data; (iii) that infringes, misappropriates or otherwise violates any intellectual property rights or 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.
AI Features
Therapist acknowledges and agrees that the AI Features may access and process Therapist data, including financial records, transactions, and other information within the Account, to generate AI Outputs personalized to Therapist’s practice. Therapist further acknowledges and agrees that Heard may use aggregated, de-identified, or anonymized data derived from Therapist’s use of the AI Features to train, improve, develop, and enhance the Services and AI Features. However, Heard will not use Therapist’s individually identifiable data to train general-purpose artificial intelligence or machine-learning models in a manner that will make such data available to other users without Therapist’s consent.
7. INDEMNIFICATION
Therapist shall defend, indemnify, and hold harmless Heard, its affiliates, and their respective employees, officers, directors, agents, suppliers, licensors, third party partners and other customers against any and all claims, liability, damages, judgments, losses, costs, expenses, and fees, including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) Therapist’s breach of these Terms, the Privacy Policy, or the Cookie Policy; (ii) any act or omission of Therapist or its employees, personnel, contractors, or representatives; (iii) data or other information entered or inputted by Therapist into any AI Feature or any AI Output infringing or violating any intellectual property or other right of a third party; (iv) any violation of any law, rule or regulation by Therapist or any of its employees, personnel, contractors, agents, or representatives; (v) any use of, access to, or disclosure of Therapist data by Therapist or other third party; (vi) Therapist’s use of or access to the Services, including in combination with any third party service; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) costs incurred by Heard enforcing the terms hereof or responding to any subpoena relating to Therapist or Therapist data; (ix) any claim by a governmental authority; or (x) 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 Services for any reason, including without limitation, your breach of these Terms.
You may terminate your access to the Service at any time, but you acknowledge and agree that termination prior to the end of your subscription term will not relieve you of your obligation to pay Heard all subscription fees for the remainder of the then-current subscription term. For example, if Therapist has an annual subscription plan and either terminates the Service prior to the end of that subscription year or provides Heard with written notice of its election not to renew before the expiration of the annual term, Therapist will be responsible for all payments during the remaining annual term but not for any renewal term. However, if Therapist fails to provide Heard with written notice of its election not to renew before the end of the term, the subscription will renew for another year and Therapist will be responsible to pay fees for the full renewal term.
A Therapist under the Essential plan who is not permitted to downgrade to the Heard Lite plan for the reasons set forth in Section 1 of these Terms may elect to transition to the Heard Lite plan effective after the expiration of its then-current subscription term.
You may not suspend or otherwise pause your then-current subscription to the Services without Heard’s written approval. Please contact us via support@joinheard.com to request suspension. We reserve the right to approve or deny your request in our sole discretion.
Notwithstanding the foregoing, Therapist may, upon written notice to Heard, terminate the Services and its Account (including any existing subscription plan) without liability for future monthly or annual subscription fees if (a) the Therapist’s business or entity has permanently closed or dissolved; (b) the Therapist has died or is unable to provide mental health services due to his or her legal incapacitation; or (c) Heard has materially breached its obligations pursuant to these Terms or any other written agreement between you and us, unless Heard cures such breach within fourteen (14) days following receipt of the foregoing notice delivered by Therapist. Heard’s acknowledgement of the foregoing termination rights shall not constitute an admission of liability in connection with any such circumstance.
In the event these Terms or the Services (including, for the avoidance of doubt, any subscription plan of Therapist) are terminated or cancelled for any reason, then Heard shall no longer be obligated to provide, and Therapist shall have no further right to receive, additional or ongoing support with respect to the Services, service-level agreements, or response-time commitments, bookkeeping or tax advisory services, or other services, benefits, or professional work. Following any such termination, but except as otherwise required by applicable law, Heard shall not be obligated to provide or deliver to Therapist any additional or related tax services (including amending or revising any tax filing), access to data or information, or other work, services, or consultation except pursuant to separate written agreement between the parties.
The following terms and provisions of these Terms will survive the termination or cancellation of these Terms, the Services, or any subscription plan of Therapist for any reason: restrictions on content appearing on the Services, representations and warranties of the parties, and the provisions of the sections entitled Intellectual Property Rights, Consent, Therapist Data, Data Security, Indemnification, No Warranties by Heard, Limitation of Liability, Jurisdiction and Severability, and this Termination and Suspension section.
9. FEES, PAYMENT, AND REFUNDS
Subscription Term and Fees
Access to the Services may require Therapist to pay fees, as may be further described on the websites or in the Account, and may include one-time non-refundable fees for onboarding, setup, or tax return preparation, or annual or monthly subscription fees, depending on the level of Services Therapist has purchased. Subscriptions renew automatically unless Therapist provides Heard with written notice of Therapist’s election not to renew prior to expiration of the then-current term. For annual subscriptions, this means Therapist must provide Heard with written notice of non-renewal before the end of the current 12-month subscription period. For monthly subscriptions, this means Therapist must provide Heard with written notice of non-renewal in the month prior to non-renewal. Please be aware that it may take Heard up to 10 business days for any change in subscription term to take effect.
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.
Payment
Therapist shall authorize Heard and Heard’s third party vendors, 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 one-time and recurring fees and other amounts owing hereunder from such payment method, with recurring fees being expressly authorized on a going-forward basis and until expiration or termination of Therapist’s subscription.
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 Services 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.
Refunds
All one-time fees, annual or monthly subscription fees, and other amounts paid or otherwise due and owing by Therapist are non-refundable, except to the extent otherwise expressly provided in Section 8 (Termination and Suspension). Notwithstanding the foregoing, Therapist may in its discretion terminate a monthly subscription plan within thirty (30) days of registering for such plan, in which case all fees paid or payable by Therapist shall be retained by Heard but credited against future Services or subscriptions purchased by Therapist. In no event shall Therapist by entitled to any refund, credit, or reimbursement for 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, including through the use of AI Features. Unless such information was provided by a Heard licensed professional pursuant to a written agreement between Therapist and Heard, such information (i) is provided for general informational purposes only, (ii) is not intended to constitute (and shall not be a substitute for) specific legal, tax, accounting, or other professional advice, (iii) may not reflect recent developments in the law or industry standards, (iv) may not be complete, and (v) may not be accurate in or applicable to Therapist’s particular circumstances. Therapist must independently evaluate and verify all AI Outputs for accuracy, completeness, and appropriateness before relying on, using, or acting upon any such AI Outputs, including by consulting with qualified professionals as appropriate. We do not warrant the accuracy, completeness, or usefulness of any such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you or any other person. 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, without first obtaining independent 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 vendors, 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, vendors, advertisers, and other third parties or for the 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 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 Therapist visits or contacts with, including through integration with the Heard services. THERAPIST AGREES THAT IN NO EVENT WILL HEARD BE LIABLE TO THERAPIST IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
Services
THE SERVICES, AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL AI FEATURES AND AI OUTPUTS, 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 REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND 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 SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THERAPIST FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING HEARD OR ANY OF ITS AFFILIATES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. THERAPIST ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM THERAPIST’S USE OF OR ACCESS TO THE SERVICES, THERAPIST’S DEALING WITH ANY OTHER USER OR THIRD PARTY, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. THERAPIST UNDERSTANDS AND AGREES THAT THERAPIST USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT THERAPIST’S OWN DISCRETION AND RISK, AND THAT THERAPIST IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THERAPIST’S PROPERTY (INCLUDING THERAPIST’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 THERAPIST MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF HEARD, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO THERAPIST (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY THERAPIST TO HEARD IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS 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 THESE TERMS.
IN NO EVENT SHALL HEARD BE LIABLE TO THERAPIST FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION DAMAGES, OR (IV) PERSONAL OR PROPERTY DAMAGE, IN EACH CASE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OR THE SERVICES, 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, AND EVEN IF THERAPIST HAS BEEN NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 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.
13. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from any cause that is beyond the reasonable control of that party, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, acts of war, terrorism, riot, civil unrest, labor disputes, governmental actions, internet service provider failures, denial-of-service attacks, power outages, or failures of third-party hosting or telecommunications infrastructure. The affected party shall use commercially reasonable efforts to mitigate the effect of the force majeure event and shall resume performance of its obligations as soon as reasonably practicable after the force majeure event ceases.
14. NOTICES
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.
15. GENERAL PROVISIONS
Heard operates the Services from within the United States. Heard makes no representations that content and materials on the Services are legal or appropriate for use from outside the United States. If you choose to access the Services 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 Services in violation of U.S. export laws and regulations. The Services may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
These Terms are personal to you, and are not assignable, delegable, transferable, or sublicensable by you except with Heard’s prior written consent. Any purported assignment, delegation, or transfer in violation of this provision is void. For purposes of the preceding sentences, any merger, consolidation, or reorganization involving Therapist (regardless of whether Therapist is the surviving or disappearing entity) will be deemed to be a transfer of rights requiring Heard’s prior written consent. Heard may freely assign, transfer, or delegate any of its rights and obligations hereunder without consent or notice.
These Terms will be governed by and construed in accordance with the laws of the state of Delaware without given effect to any choice or conflict of laws provision or rule. Any suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States sitting in Delaware or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceedings. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM THERAPIST MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
At Heard’s sole discretion, Heard may require Therapist to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law. In the event arbitration is elected by Heard, neither party shall be entitled to commence or maintain any action in a court of law with respect to such dispute, except for seeking injunctive or equitable relief.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
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.
No waiver by Heard of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Heard to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No single or partial exercise of any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall it preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
16. HOW TO CONTACT US
If you have any questions about these Terms, please contact us at:
Email address: contact@joinheard.com
Postal address: Heard Technologies, Inc., 600 1st Ave Ste 330 PMB 77170, Seattle, WA, 98104-2246, US