Terms of Use

These Terms of Use (“Agreement” or “Terms”) constitute a legally binding agreement between Heart & Mind Technologies, Inc. (“Company,” “we,” “us,” or “our”) and the entity or individual (“Customer,” “you,” or “your”) accessing or using our software-as-a-service platform and related services (collectively, the “Services”).

If you do not agree to these Terms, do not access or use the Services.

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

• “Authorized Users” means the employees, contractors, or agents of Customer who are authorized by Customer to access and use the Services on Customer’s behalf under Customer’s account.
• “Customer Data” means all data, content, and information submitted to or processed by the Services by or on behalf of Customer, including any personal information relating to Customer’s end users.
• “Documentation” means the technical and user documentation made available by Company to Customer in connection with the Services.
• “Order Form” means a written or electronic order form or statement of work executed by the parties specifying the Services to be provided and applicable fees.
• “Platform” means the web-based software platform and related technology infrastructure through which the Services are delivered.
• “Professional Services” means implementation, configuration, training, consulting, or other professional services provided by Company pursuant to an Order Form or Statement of Work.
• “Subscription” means the license to access and use the Services during the Subscription Term, as described in an applicable Order Form.
• “Subscription Term” means the period during which Customer is authorized to use the Services, as specified in the applicable Order Form.

2. Account Registration and Security

2.1 Registration

To access the Services, Customer must register for an account and provide accurate, complete, and current information as prompted by the registration process. Customer agrees to update such information as necessary to maintain its accuracy.

2.2 Account Credentials

Customer is responsible for maintaining the confidentiality of all usernames, passwords, API keys, and other access credentials associated with its account (collectively, “Credentials”). Customer agrees to:

• Not share Credentials with any unauthorized third party;
• Notify Company immediately at support@heartmindtech.com upon becoming aware of any unauthorized use of or access to Customer’s account;
• Ensure that Authorized Users comply with this Agreement; and
• Accept full responsibility for all activities that occur under Customer’s account.

2.3 Account Eligibility

The Services are intended for use by businesses and professional organizations. By registering, Customer represents that it is a legal entity or individual of at least 18 years of age acting in a business capacity. We reserve the right to refuse registration or cancel accounts at our sole discretion.

3. License Grant and Access

3.1 License

Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services and Documentation solely for Customer’s internal business purposes.

3.2 Authorized Users

Customer may permit its Authorized Users to access and use the Services. Customer is responsible for ensuring that its Authorized Users comply with all applicable terms of this Agreement. Customer shall promptly terminate the access of any Authorized User who no longer requires access or who violates this Agreement.

3.3 Restrictions

Except as expressly permitted in this Agreement, Customer shall not, and shall not permit any third party to:

• License, sublicense, sell, resell, transfer, assign, or otherwise commercialize the Services;
• Modify, translate, adapt, or create derivative works based upon the Services or Platform;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Remove, alter, or obscure any proprietary notices or labels on the Services or Documentation;
• Use the Services to build a competing product or service, or benchmark the Services for competitive analysis without our prior written consent;
• Access the Services using automated means (e.g., bots, scrapers) except through Company’s published APIs and in accordance with applicable documentation;
• Introduce any viruses, malware, or other harmful code into the Services; or
• Use the Services in any manner that violates applicable law or regulation.

4. Acceptable Use Policy

4.1 Permitted Uses

Customer shall use the Services only for lawful purposes and in accordance with this Agreement, applicable laws and regulations, and any guidelines or policies posted by Company from time to time.

4.2 Prohibited Uses

Customer shall not use the Services to:

• Upload, transmit, or store content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable;
• Infringe any third party’s intellectual property, privacy, or other rights;
• Transmit spam, phishing messages, or other unsolicited commercial communications;
• Violate the privacy of any individual, including by processing personal data without a lawful basis;
• Circumvent any security features, access controls, or usage limits of the Services;
• Process data of individuals without proper notice, consent, or other legal authorization as required by applicable law; or
• Engage in any activity that could damage, overload, or impair the Services or interfere with other customers’ use of the Services.

4.3 Health Data Obligations

If Customer uses the Services to process health-related data — including but not limited to Protected Health Information (“PHI”) under HIPAA, special category health data under the GDPR, or similar sensitive data under applicable law — Customer represents and warrants that:

• It has obtained all required consents, authorizations, and legal bases for such processing;
• It has executed a BAA with Company prior to transmitting any PHI through the Services;
• It will implement appropriate safeguards as required by applicable health privacy laws; and
• It will promptly notify Company of any security incident or breach that may involve Customer Data processed through the Services.

4.4 Enforcement

Company reserves the right to investigate any suspected violations of this Acceptable Use Policy and to take appropriate action, including suspension or termination of access to the Services, removal of content, and referral to law enforcement authorities, without prior notice where necessary.

5. Fees, Payment, and Taxes

5.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form (“Fees”) in accordance with the payment terms set forth therein. All Fees are stated in U.S. dollars unless otherwise specified. Fees are based on services purchased, not actual usage, and are non-refundable except as expressly set forth in this Agreement.

5.2 Payment Terms

Unless otherwise specified in an Order Form, Fees are due and payable in advance on a monthly or annual basis. Company may use a third-party payment processor to collect Fees. Customer authorizes Company to charge Customer’s designated payment method for all amounts due. Invoices not paid within thirty (30) days of the due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Fee Changes

Company reserves the right to modify its Fees upon at least thirty (30) days’ prior written notice. Fee changes will take effect at the start of the next Subscription Term or renewal period. Customer’s continued use of the Services following such notice constitutes acceptance of the updated Fees.

5.4 Suspension for Non-Payment

If any Fees are past due, Company may, after providing Customer written notice and a reasonable cure period of not less than ten (10) business days, suspend Customer’s access to the Services until all outstanding amounts are paid in full. Suspension does not relieve Customer of its obligation to pay accrued Fees.

5.5 Taxes

All Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including value-added taxes (VAT), goods and services taxes (GST), or sales taxes. Customer is responsible for all such taxes, excluding taxes based on Company’s income. If Customer is exempt from applicable taxes, Customer must provide Company with a valid tax exemption certificate.

6. Intellectual Property

6.1 Company IP

As between the parties, Company retains all right, title, and interest in and to the Services, the Platform, the Documentation, and all related intellectual property rights (collectively, “Company IP”), including all improvements, enhancements, and derivative works thereof. Nothing in this Agreement transfers or assigns any Company IP rights to Customer.

6.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Company a limited, non-exclusive, worldwide license to access, use, process, and display Customer Data solely to the extent necessary to provide the Services and fulfill Company’s obligations under this Agreement.

6.3 Feedback

If Customer provides Company with any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Services (“Feedback”), Customer hereby grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner, without obligation or restriction.

6.4 Aggregate and De-identified Data

Company may collect, use, and disclose data derived from Customer’s use of the Services in an aggregated and de-identified form that does not identify Customer or any individual. Such anonymized data may be used by Company for product improvement, analytics, benchmarking, and other legitimate business purposes.

7. Confidentiality

7.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, technical specifications, pricing, business plans, customer lists, and product roadmaps.

7.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information only to fulfill its obligations or exercise its rights under this Agreement.

7.3 Exceptions

The obligations in Section 7.2 do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

7.4 Compelled Disclosure

A Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.

8. Data Privacy and Security

8.1 Privacy Policy

Company’s collection and use of personal information in connection with the Services is governed by Company’s Privacy Policy, which is incorporated by reference into this Agreement and available at heartmindtech.com/privacy. Customer agrees that Company may process personal data in accordance with the Privacy Policy.

8.2 Data Processing

To the extent Company processes personal data subject to the EU General Data Protection Regulation (“GDPR”), the UK GDPR, or other applicable data protection laws on Customer’s behalf, the parties will enter into a Data Processing Agreement (“DPA”) governing such processing. Customer may request the Company’s standard DPA by contacting support@heartmindtech.com. In the event of a conflict between the DPA and this Agreement with respect to the processing of personal data, the DPA shall control.

8.3 HIPAA / Business Associate Agreement

If Customer is a covered entity or business associate under HIPAA and intends to use the Services in connection with PHI, the parties must execute a Business Associate Agreement (“BAA”) prior to such use. Company’s standard BAA is available upon request. Customer may not use the Services to create, receive, maintain, or transmit PHI without an executed BAA in place.

8.4 Security

Company will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. These safeguards are described in Company’s Security Documentation, available upon request. In the event of a security incident involving Customer Data, Company will notify Customer in accordance with applicable law and the terms of any applicable BAA or DPA.

8.5 Customer Responsibilities

Customer is responsible for: (a) ensuring that its use of the Services and processing of Customer Data complies with all applicable laws; (b) obtaining all required consents and authorizations prior to submitting personal data to the Services; (c) configuring access controls, security settings, and other features available within the Services; and (d) maintaining appropriate security for Customer’s systems and credentials.

9. Warranties and Disclaimers

9.1 Company Warranties

Company warrants that: (a) it has the authority to enter into this Agreement; (b) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (c) Company will use commercially reasonable efforts to ensure the Services are available 99.5% of the time in any given calendar month, excluding scheduled maintenance and circumstances beyond Company’s reasonable control.

9.2 Customer Warranties

Customer warrants that: (a) it has the authority to enter into this Agreement and, if applicable, to bind the organization on whose behalf it is acting; (b) Customer Data does not and will not violate any applicable law or infringe any third-party rights; and (c) Customer has obtained all necessary rights, consents, and authorizations to submit Customer Data to the Services.

9.3 Disclaimer

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

10.2 Aggregate Liability Cap

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 shall not apply to: (a) Customer’s payment obligations under Section 5; (b) either party’s indemnification obligations under Section 11; (c) damages arising from a party’s gross negligence, willful misconduct, or fraud; or (d) a breach of Section 7 (Confidentiality) or Section 3.3 (Restrictions).

10.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties. The Services would not be provided to Customer without such limitations.

11. Indemnification

11.1 By Company

Company will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising from an allegation that the Services, as provided by Company and used in accordance with this Agreement, infringe any third-party intellectual property right. Company shall have no obligation under this Section to the extent the claim arises from: (a) Customer’s modification of the Services; (b) Customer Data; (c) Customer’s use of the Services in combination with products or services not provided by Company; or (d) Customer’s breach of this Agreement.

11.2 By Customer

Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data, including any allegation that Customer Data infringes third-party rights or violates applicable law; (b) Customer’s violation of applicable law, including any health data or privacy regulations; (c) Customer’s breach of this Agreement; or (d) Customer’s use of the Services in a manner not authorized by this Agreement.

11.3 Indemnification Process

The party seeking indemnification (“Indemnified Party”) will: (a) give the indemnifying party prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance at the indemnifying party’s expense. The Indemnified Party may participate in the defense at its own cost. The indemnifying party will not settle any claim in a manner that imposes any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party’s prior written consent.

12. Term and Termination

12.1 Term

This Agreement commences on the date Customer first accepts it and continues for the initial Subscription Term specified in the applicable Order Form. Unless otherwise stated in the Order Form, the Subscription will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

12.2 Termination for Cause

Either party may terminate this Agreement or any Order Form immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

12.3 Termination for Convenience

Customer may terminate this Agreement for any reason by providing thirty (30) days’ written notice to Company, subject to payment of all Fees accrued or owed through the end of the then-current Subscription Term. Company does not provide refunds for prepaid Fees upon early termination for convenience.

12.4 Effect of Termination

Upon expiration or termination of this Agreement: (a) all licenses granted hereunder shall immediately terminate; (b) Customer shall immediately cease use of the Services; (c) each party shall return or destroy the other party’s Confidential Information; and (d) Company will make Customer Data available for export for a period of thirty (30) days following termination, after which Company may delete Customer Data in accordance with its data retention practices.

12.5 Survival

The following sections shall survive any expiration or termination of this Agreement: Section 1 (Definitions), Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9.3 (Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), this Section 12.5, Section 13 (Governing Law and Disputes), and Section 14 (General Provisions).

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. For customers located in the European Union or United Kingdom, any mandatory consumer or data protection laws of the Customer’s jurisdiction shall apply to the extent required by applicable law.

13.2 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by providing written notice of the dispute and negotiating in good faith for a period of at least thirty (30) days.

13.3 Arbitration

Except for claims for injunctive or equitable relief, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by binding arbitration under the rules of the American Arbitration Association (“AAA”) Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake City, Utah, in English, by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

13.4 Class Action Waiver

13.5 EU / UK Dispute Resolution

Notwithstanding the foregoing, if Customer is located in the European Union, the European Commission provides an online dispute resolution platform accessible at ec.europa.eu/consumers/odr. Customers in the United Kingdom may seek assistance from the UK Information Commissioner’s Office (ICO) for data protection-related disputes.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with all Order Forms, the Privacy Policy, and any DPA or BAA executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating thereto.

14.2 Amendments

Company may modify these Terms by posting an updated version on its website or notifying Customer by email at least thirty (30) days prior to the effective date of the change. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms. For material changes, Customer may terminate this Agreement prior to the effective date of the change and receive a pro-rated refund of prepaid Fees.

14.3 Order of Precedence

In the event of any conflict or inconsistency between the documents forming this Agreement, the following order of precedence shall apply (highest to lowest): (1) a signed Order Form or Statement of Work; (2) a BAA or DPA; (3) these Terms of Use; (4) the Privacy Policy; (5) Documentation.

14.4 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. This Agreement binds and benefits each party’s permitted successors and assigns.

14.5 Notices

All notices under this Agreement shall be in writing and delivered by: (a) email (with confirmation of receipt); (b) overnight courier; or (c) certified mail, return receipt requested. Notices to Company shall be sent to legal@heartmindtech.com. Notices to Customer shall be sent to the email or postal address associated with Customer’s account.

14.6 Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than for payment obligations) to the extent resulting from circumstances beyond that party’s reasonable control, including natural disasters, acts of government, pandemic, internet outages, or third-party infrastructure failures, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

14.7 Severability

If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.8 Waiver

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement.

14.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

14.10 Export Compliance

Customer agrees to comply with all applicable U.S. and international export control laws, regulations, and sanctions, including those administered by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). Customer represents that it is not located in a sanctioned country and is not on any U.S. Government restricted party list.

14.11 Government Customers

If Customer is a U.S. Government entity or agency, the Services and Documentation are provided as “commercial items” as defined in 48 C.F.R. §2.101 and are licensed under the terms of this Agreement, consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable.

14.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including click-through acceptance) are binding and have the same legal force as handwritten signatures.

15. Contact Information

For questions about these Terms of Use, please contact: