Heard Technologies, Inc. Terms of Service

Last Updated: October 26, 2026
‍

Our mission at Heard Technologies, Inc., a Delaware corporation, (“Heard,” “we,” “our” or “us”) is to empower mental health providers (“Client,” “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 the 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 you or 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 COMMUNICATIONSBy 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(a) General TermsThe Services consist of subscription-based, cloud-based financial tools and services which, depending on the applicable Plan (as defined below) 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 Client’s instructions. Some or all of the Services may be provided or augmented by the use of AI Features (as defined below). Client 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 Client navigate the Heard platform, answer questions about bookkeeping and tax topics, provide directional financial insights based on Client’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 Client 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 Client. Client’s use of the AI Features is subject to Heard’s Privacy Policy.(b) Available PlansSubject to eligibility requirements set forth in these Terms or in the Account, Client may select one of the following plans (each, a “Plan”) for purposes of receiving and using the Services:(i) The Lite Plan is available (A) to any Client classified as a sole proprietor for purposes of the United States Internal Revenue Code and applicable federal regulations, rules, and laws (collectively, the “Code”), which means Client is a limited liability company (LLC) with only one owner (also called a member) or operates in his or her individual capacity without the use of a formal business entity; (B) to any Client classified as an S-corporation (sometimes called an ‘association’ under the Code) for purposes of the Code, but only if such Client purchases or subscribes to the Lite Plan directly through Heard Customer Support staff (“Heard Support”) or Heard Sales staff; and (C) as permitted or authorized by Heard, to group practices. Services under a Lite Plan include monthly bookkeeping, quarterly tax estimation, platform access, and expert support (not including support or Services set forth in Section 1(c) of these Terms), in each case pursuant to the terms and subject to the conditions of these Terms. (ii) The Essentials Plan (Sole Proprietors) is available to any Client classified as a sole proprietor for purposes of the Code (as described above). Services under the Essentials Plan (Sole Proprietors) include monthly bookkeeping, quarterly tax estimation, platform access, expert support, and annual tax preparation and filing.(iii) The Essentials Plan (S-Corporations and Groups) is available to any Client classified as an S-corporation for purposes of the Code (as described above) or, as permitted or authorized by Heard, to group practices. Services under the Essentials Plan (S-Corporations and Groups) include monthly bookkeeping, quarterly tax estimation, platform access, expert support, and annual tax preparation and filing, in each case pursuant to the terms and subject to the conditions of these Terms.(iv) The Premium Plan is available to any Client that qualifies for the Lite Plan (including, for the avoidance of doubt, to group practices as may be permitted or authorized by Heard). The Premium Plan includes the same Services provided under the Essentials Plans as well as dedicated expert support, quarterly check-ins, and bookable one-on-one calls (as further described in Section 1(c) of these Terms), in each case pursuant to the terms and subject to the conditions of these Terms.Any Client subscribed to an annual or monthly ‘Premium Plan,’ as such Plan was defined and used prior to October 26, 2026, shall automatically become subscribed to the Essentials Plan (S-Corporations and Groups) on and effective as of October 26, 2026. Each such Client shall continue to receive the same Services included in its prior such Premium Plan, subject to these Terms, and such transition shall not, in and of itself, modify or affect that Client’s then-current subscription term, renewal dates, or payment obligations.Client is responsible for determining its tax classifications for purposes of selecting a Plan and shall provide written substantiation for its tax classification as requested by Heard. If Client’s tax classification changes (including, without limitation, upon election under the Code to be taxed as an S-corporation or partnership), Client shall promptly notify Support, and Heard may transition Client to a Plan for which Client is then eligible and adjust applicable fees accordingly.Client may upgrade from a Lite Plan to an Essentials Plan or to a Premium Plan at any time. Client may also upgrade from an Essentials Plan to a Premium Plan at any time. Client shall request any such upgrade through the Account, which provides specific instructions for upgrading, or by request made to Heard Support. Any such upgrade will take effect immediately, except that Client 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. Client may downgrade from a Premium Plan to the applicable Essentials Plan or to a Lite Plan (if, and only if, Client is a sole proprietor, notwithstanding the terms of Section 1(b)(i) of these Terms) or from an Essentials Plan to a Lite Plan (if, and only if, Client is a sole proprietor, notwithstanding the terms of Section 1(b)(i) of these Terms) by request made to Heard Support; provided, however, that Heard reserves the right to and may require as a condition such downgrade that (i) Client to pay any or all subscription fees that would have been payable under the full term of Client’s Plan in effect prior to such downgrade; and (ii) such downgrade take effect on a date determined by Heard in its sole and absolute discretion (not to exceed the end of the then-applicable Plan subscription term). If Client downgrades to a Lite Plan in accordance with the preceding sentence, Client understands and agrees that the Services will no longer include (and Heard will no longer provide) annual tax preparation and filing.Heard will provide the Services to Client on a monthly or an annual subscription basis, depending on the type of Plan selected by Client. Each such subscription shall automatically renew for successive monthly or annual renewal periods (as applicable) until terminated by either Heard or Client in accordance with Section 8(Termination and Suspension) of these Terms, subject to your payment of applicable fees and compliance with these Terms. As part of the Services, Heard hereby grants to Client a non-exclusive, non-transferable, non-assignable, and non-sublicensable right to use the Services in accordance with these Terms. Client acknowledges that the Services are cloud-based and hosted services and that no copies of the Services or Heard platform will be delivered to Client. The Services shall be used by Client solely for Client’s own purposes, and Heard does not convey any right, title or interest in the Services or Heard platform to Client.(c) One-on-One Calls, Quarterly Check-Ins, and Reasonable Use (Premium Plans Only)(i) Requested ConferencesAs part of any Premium Plan, Heard will designate to Client a professional expert who will, on a recurring basis to the extent practicable and in accordance with this Section 1(c)(i), provide resources and generalized support regarding the books and records maintained or reviewed by Heard, tax filings, payroll matters, and general business organization issues, in each case to the extent of information or materials provided to Heard by Client. Subject to the limitations set forth in these Terms, the Premium Plan includes an ‘unlimited call’ feature in which Client may schedule thirty (30)-minute telephone or video conferences (as determined by Heard) with its dedicated expert (each, a “Requested Conference”) by booking through the calendar link or application made available in the Account; provided, however, that Client’s continuing ability to request and hold Requested Conferences shall at all times be governed by a standard of such fair and reasonable use as is necessary to ensure, among other things, proportionality with the Plan fees paid by Client, Client’s efficient and prudent use of Requested Conferences, and the availability of Heard’s resources (as has been determined based on anticipated aggregate services to be provided among all clients) to satisfy customary and normal demand (the “Fair Use Standard”). While Requested Conferences are not subject to a fixed numerical cap or quota during any period, Client agrees and understands that, to the extent its pattern or manner of use is inconsistent with the Fair Use Standard, Heard may in its discretion deny, limit, defer, or reschedule any Requested Conference, combine multiple Requested Conferences into one Conference (as defined below), or redirect any requested topic to the Messages application in the Account or another support channel designated by Heard. In making such determination with respect to any Requested Conference, Heard may consider any factors it deems relevant, including, without limitation, (A) the frequency, number, and duration of Requested Conferences sought or held by Client, considered alone or in comparison to the typical usage of other Clients subscribed to a Premium Plan; (B) whether the subject matter of a Requested Conference repeats or substantially overlaps matters previously addressed or which could reasonably be addressed through the Messages application or other resources made available in the Account; (C) whether the subject matter falls outside the scope of support or relates to any matter other than Client's own books, records, filings, and payroll maintained by or provided to Heard; (D) the demands on Heard's professional resources, including during periods of high volume; (E) whether Client has booked, or attempted to book, multiple Requested Conferences in close succession, or has divided a single matter among multiple Requested Conferences; (F) Client's history of cancellations, rescheduling, or failures to attend; and (G) Client's conduct in connection with any Conference or other communication with Heard. Client acknowledges and agrees that Requested Conferences are offered and provided solely on an "as available" basis, subject to the schedule of Client's dedicated expert and Heard's other professional resources. The Premium Plan does not include, and shall not be construed to include or guarantee, (W) any Requested Conference of unlimited or extended duration, (X) same-day, immediate, or on-demand availability, (Y) an open, dedicated, or standing telephone line or other channel of communication with any dedicated expert or other Heard representative, or (Z) any guaranteed minimum number of Requested Conferences in any period.Each Requested Conference will be limited to the time period booked using that calendar application and, to enable the expert to adequately prepare in advance, will be limited to the subject matter identified by Client when scheduling the applicable Requested Conference. (ii) Quarterly ConferencesIn addition to Requested Conferences, any Client subscribed to a Premium Plan will meet with such Client’s dedicated expert once per calendar quarter (i.e. four (4) times per year) for thirty (30) minutes each (each, a “Quarterly Conference”) to review generally its bookkeeping, tax status, and financial matters relevant to the Services. Such Quarterly Conferences shall be booked through the calendar link or application made available in the Account.  Heard reserves the right in its sole and absolute discretion to change or substitute, whether on a permanent or temporary basis, any dedicated expert assigned to a Client. Without limiting the foregoing, Client’s dedicated expert may be or become unavailable due to his or her separation or disengagement from Heard, time off of work or out of office for any personal or professional reason, or any emergency. In the event a dedicated expert becomes unavailable for a Quarterly Conference, Heard will assign a substitute for that meeting, though a Client may in such instance reschedule the affected Quarterly Conference at least twenty-four (24)-hours in advance to a date in which his or her dedicated expert is available, if any and as applicable. In the event a dedicated expert becomes unavailable for any Requested Conference, Client may reschedule that meeting at least twenty-four (24) hours in advance to a date in which his or her dedicated expert is available, if any and as applicable, or Client may instead address the requested subject matter using the Messages application in the Account. (iii) General Terms Governing ConferencesIn no event may any Requested Conference or Quarterly Conference (either, a “Conference”) or other meeting or communication with a dedicated expert include or substitute for tax advisory or related services, which are available, if at all, only pursuant to a separate written agreement between Client and Heard. Consistent with Section 10 of these Terms, which shall apply in full to this Section 1(c), any information or communications provided by a dedicated expert or other Heard representative in a Conference is and shall be provided for general information purposes only and shall not constitute or substitute for legal, tax, accounting, or other professional advice. Client’s spouse and financial advisors (other than CPAs and bookkeepers) and any of Heard’s representatives may attend any Conference with Client’s dedicated expert. No other person may join, participate in, attend, or be present for such Conferences without the advance written consent of Heard (which may be withheld in Heard’s sole discretion), including, without limitation, representatives or employees of the Internal Revenue Service or any state taxing authority, attorneys-in-fact or firms providing such services, or CPAs. Client shall be responsible for the conduct of each person Client invites to attend a Conference and shall inform each such person prior to their attendance that the Conference will be recorded and transcribed as set forth in Section 5 of these Terms.Without limiting Section 8 of these Terms, Heard may immediately terminate any Conference in progress, and may limit, restrict, or suspend Client's ability to schedule or attend any Conference, if Client or any person attending on Client's behalf engages in conduct that Heard determines to be abusive, harassing, threatening, aggressive, discriminatory, or otherwise unprofessional toward any dedicated expert or other Heard representative, or otherwise fails to comply with the requirements of this Section 1(c). Client acknowledges and agrees that any action taken by Heard under this Section 1(c) shall not constitute a breach of these Terms or a failure to provide the Services, nor shall it entitle Client to any refund, credit, reduction in fees, or right to terminate or downgrade its Plan except as expressly provided in Sections 1(b) and 8 of these Terms. Such action shall not relieve Client of any payment obligation under these Terms.Clients shall at all times be required to schedule, attend, participate in, and engage in Conferences with dedicated experts in good faith and in a reasonable and professional manner. Without limiting the generality of the foregoing, a Client may not extend or prolong (or expect to extend or prolong) any Conference beyond the scheduled time period or otherwise contact its dedicated expert except in a Conference scheduled through the Account’s calendar application. Conference times will be limited to the dedicated expert’s availability at the time of booking, and Client understands that such experts will rarely, if ever, be available immediately or on unreasonably short notice. Heard anticipates, but does not guarantee or commit that, Conferences with dedicated experts will be available within five (5) business days after Client’s booking request made during periods of high volume (including, without limitation, between January 1 and April 30 and between August 15 and October 16 of each year) and within two (2) business days after Client’s booking request made during any other period.  Client may cancel or reschedule a scheduled Conference with its dedicated expert only with at least twenty-four (24)-hours advanced notice submitted through the Account calendar application. If, on two (2) separate occasions in any rolling three (3)-month period, Client fails to attend a scheduled Conference, to be available at or promptly after the scheduled start time of any scheduled Conference, or to provide at least twenty-four (24)-hours’ notice prior to cancelling or rescheduling any Conference, then the Conference affected by the second such failure (or, as applicable, by any subsequent such failure within the pertinent three (3)-month period) shall be forfeited and unavailable for use. Conference Services are not available to (and this Section 1(c) shall not apply to) Clients subscribed to a Lite Plan or an Essentials Plan. However, Heard may in its sole and absolute discretion allow Clients who first subscribe to an Essentials Plan on or after October 26, 2026 to schedule a call or meeting with a professional or expert at such Client’s request (including by offering a scheduled callback or booking link when such Client so requests). The availability of any such professional or expert and the subject matter, content, manner, scope, and limitations of any such call or meeting shall be determined by Heard in its discretion. For the avoidance of doubt, this Section 1(c) shall not apply to any Lite Plan or Essentials Plan, except as otherwise provided in Section 1(d) below.  (d) Clients Under Existing Plans Prior to October 26, 2026The terms and conditions of Section 1(c) above shall not apply to Clients under any monthly or annual Plan that commenced prior to October 26, 2026. The Services provided to any such Client under its applicable Plan shall continue in full force and effect notwithstanding said Section 1(c), except that all telephone, video, remote, or other “live” support included in such Services must be scheduled with reasonable advance notice (including, if requested or required by Heard, using a scheduling link provided by Heard). This Section 1(d) shall no longer apply to or govern any Client who changes, updates, downgrades, or otherwise subscribes to a new Plan on or after October 26, 2026, and, in such event, Section 1(c) shall control with respect to such changed, updated, downgraded, or subscribed Plan.(e) Financial TransactionsHeard will not perform any financial transactions for Client. Client may, however, use the Services to communicate instructions to a third-party servicer, such as Plaid, to perform a financial transaction on behalf of Client pursuant to the third-party servicer’s independent privacy policy and terms of service.(f) ErrorsClient shall immediately notify Heard of any errors by Heard, Client, 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. Client shall provide Heard with any information necessary to investigate an error.2. CLIENT ACCOUNTSHeard shall provide Client with a unique and private account accessible through the Services (the “Account”). Client 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 Client’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 Client to enter certain preferences and specifications within the website or the Account that will apply to the Services; Client assumes exclusive responsibility for such selections even if they contain errors by Client or result in losses to Client. Any additional terms and conditions posted to applicable websites with respect to the Account or specific Services preferences selected by Client 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.Client 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.Client shall provide, at Client’s own expense, all necessary hardware, applications, and internet connectivity necessary to access and use the Services. Client 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. Client agrees that Heard is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with Client’s use of or access to the Services or security breaches arising from any Client device, and Client waives any and all claims against Heard in connection therewith.3. LIMITATIONS(a) Prohibited ClientsThe 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.(b) Limitations on UseClient 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 Client 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. Client may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Client is prohibited under applicable law from using the Services, Client may not use them.(c) Limitations on Use of AI FeaturesClient 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 Client 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 Client does not have the right to provide; or (vii) use the AI Features for any purpose other than managing Client’s own financial and business affairs in connection with Client’s practice. In addition, Client shall not use web scraping, web harvesting, or other data extraction methods to extract or obtain data from the AI Features.4. INTELLECTUAL PROPERTY RIGHTSWe 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 Client, 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 Client under these Terms, except, but subject to Client’s compliance with these Terms, that Heard grants to Client 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 Client’s own business purposes in connection with Client’s practice. Heard makes no representation or warranty regarding whether AI Outputs are protectable under intellectual property law, and Client 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 Client, Client retains all right, title, and interest in and to Client data that Client submits to, inputs in, or makes available through AI Features, except that Client’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. CONSENTClient hereby authorizes Heard to, directly or through third parties, make any inquiries and conduct any investigation to verify Client identity.The Services require certain information concerning Client, including but not limited to Client name, address, phone number, email address, bank account information and other account information. Client agrees that all information it provides to Heard shall be complete and accurate and Client 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 Client and Heard, Client and each of Client personnel and other representatives hereby grant Heard the right to collect, store, use and disclose Client 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 Client data includes data concerning third parties, Client 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. Client data will be retained by Heard in accordance with our Privacy Policy or as otherwise agreed upon in a separate written agreement between Client and Heard.By using, relying upon, or incorporating any AI Features, Client 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) Client assumes all risk associated with Client’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 Client in reliance on AI Outputs. Client acknowledges and agrees that Heard may record, transcribe, and retain (including through the use of AI Features, other artificial intelligence tools or services, or other third-party service providers) any telephone, video, or other call or conference between Heard (including any dedicated expert or Support representative) and Client and any person attending on Client’s behalf, and may log, use, and process any such recording, transcript, or summary, including for any purpose described in the Privacy Policy. By scheduling, attending, or participating in any such call or conference, Client, on behalf of itself and each person attending on its behalf, consents to such recording, transcription, and use. Client shall obtain any consent required under applicable law from each person Client invites to attend any such call or conference. Client shall not record any call or conference with Heard without Heard’s prior written consent. 6. CLIENT DATA(a) AccuracyClient has sole responsibility for the accuracy, appropriateness, and completeness of all data it provides, as well as for the authority or right of Client 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 Client-provided data.(b) FeedbackIn the event that Client provides Heard any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Client agrees that Heard may use the Feedback to modify the Services and that Client will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Client 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 Client provides the Feedback on the Services or through any other method of communication with Heard.(c) LimitationsClient shall not take possession of or enter into the Account or the Services any data: (i) that Client does not have the lawful right to copy, transmit, distribute, and display (including any Client data that would violate any confidentiality or fiduciary obligations that Client might have with respect to Client data); (ii) for which Client does not have the consent or permission from the data subject of any personally identifiable information contained in Client 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.(d) AI FeaturesClient acknowledges and agrees that the AI Features may access and process Client data, including financial records, transactions, and other information within the Account, to generate AI Outputs personalized to Client’s practice. Client further acknowledges and agrees that Heard may use aggregated, de-identified, or anonymized data derived from Client’s use of the AI Features to train, improve, develop, and enhance the Services and AI Features. However, Heard will not use Client’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 Client’s consent.7. INDEMNIFICATIONClient 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) Client’s breach of these Terms, the Privacy Policy, or the Cookie Policy; (ii) any act or omission of Client or its employees, personnel, contractors, or representatives; (iii) data or other information entered or inputted by Client 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 Client or any of its employees, personnel, contractors, agents, or representatives; (v) any use of, access to, or disclosure of Client data by Client or other third party; (vi) Client’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 Client or Client data; (ix) any claim by a governmental authority; (x) any dispute between Client and any third party or Client personnel; or (xi) any claim by a person whom Client invites or permits to attend any call or conference with Heard (including any Conference), including, without limitation, any claim relating to the recording or transcription thereof.8. TERMINATION AND SUSPENSIONHeard 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 Client 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, Client will be responsible for all payments during the remaining annual term but not for any renewal term. However, if Client 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 Client will be responsible to pay fees for the full renewal term.Any downgrade or other change from one Plan to another Plan shall be subject to Section 1(b) of these Terms.Client 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, Client 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) Client’s business or entity has permanently closed or dissolved; (b) Client 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 Client. 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 Client) are terminated or cancelled for any reason, then Heard shall no longer be obligated to provide, and Client 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 Client 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 Client 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, Client 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 (a) Subscription Term and FeesAccess to the Services may require Client 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 Client has purchased. Subscriptions renew automatically unless Client provides Heard with written notice of Client’s election not to renew prior to expiration of the then-current term.  For annual subscriptions, this means Client must provide Heard with written notice of non-renewal before the end of the current 12-month subscription period. For monthly subscriptions, this means Client 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 Client earlier.  Fees vary by Plan, and any upgrade, downgrade, or other transition between Plans permitted under these Terms may result in a change to the fees payable by Client.(b) PaymentClient 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; Client 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 Client’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 Client 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.(c) RefundsAll one-time fees, annual or monthly subscription fees, and other amounts paid or otherwise due and owing by Client are non-refundable, except to the extent otherwise expressly provided in Section 8 (Termination and Suspension). Without limiting the foregoing, no refund, credit, or reimbursement shall be provided with respect to any forfeited, unused, or unscheduled Conference described in Section 1(c) of these Terms or any change, modification, or rescheduling of any such Conference.  Notwithstanding the foregoing, Client 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 Client shall be retained by Heard but credited against future Services or subscriptions purchased by Client. In no event shall Client be entitled to any refund, credit, or reimbursement for termination of the Services based upon Client’s breach. 10. NOT LEGAL, TAX, OR ACCOUNTING ADVICEHeard may provide Client 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 Client 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 Client’s particular circumstances. Client 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, Client 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 Client and Heard, without first obtaining independent advice from other professional counsel qualified in the applicable subject matter and jurisdiction.11. NO WARRANTIES BY HEARD(a) Content; Third Party ServicersContent from third party vendors, other users, suppliers, advertisers, and other third parties may be made available to Client through the Services. Client 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 Client’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 Client’s responsibility to review the privacy policies and terms and conditions of any other site Client visits or contacts with, including through integration with the Heard services. CLIENT AGREES THAT IN NO EVENT WILL HEARD BE LIABLE TO CLIENT IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.(b) ServicesTHE 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 CLIENT 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. CLIENT ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CLIENT’S USE OF OR ACCESS TO THE SERVICES, CLIENT’S DEALING WITH ANY OTHER USER OR THIRD PARTY, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CLIENT UNDERSTANDS AND AGREES THAT CLIENT USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CLIENT’S OWN DISCRETION AND RISK, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S PROPERTY (INCLUDING CLIENT’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 CLIENT MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION12. LIMITATION OF LIABILITYTO 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 CLIENT (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY CLIENT 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 CLIENT 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 CLIENT 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 MAJEURENeither 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. NOTICESBy providing Heard with Client’s mobile telephone number, Client 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, Client’s carrier may charge standard messaging, data, and other fees. Client 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 PROVISIONSHeard 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 Client (regardless of whether Client 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 CLIENT 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 Client 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 USIf you have any questions about these Terms, please contact us at: Email address: contact@joinheard.comPostal address: 500 Yale Ave N, Seattle, WA 98109