Heartbeat Client Terms of Use

Please Read Carefully.
Last Updated: June 5, 2019

1. Description of Services and Acceptance of Terms of Use

The Services that Heartbeat Technologies, Inc. (collectively, hereinafter “Heartbeat”, “we”, “our”, and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Use”), which govern your access to and/or use of (a) Heartbeat’s consumer engagement and activation platform that enables businesses and brands to identify and engage with ambassadors, consumer content creators, conduct surveys and perform other consumer research, and track the success of consumer engagement initiatives with various campaigns, (b) heartbeat.com and getheartbeat.co websites, and/ or (c) use of any mobile versions and/or applications, content, products, services and any sites Heartbeat may have now and/or in the future (collectively, the “Platform Services”), including without limitation as it relates to marketing, purchasing campaigns, participating in campaigns and/or interacting with ambassadors, businesses, brands and/or other users of the Services. Heartbeat may offer additional services including but not limited to brand pages, surveying tools, communication tools, engagement reporting and third-party software integrations (“Additional Services”) at its then-current rates. The Platform Services and Additional Services shall collectively be referred to herein as the “Services”.  

By clicking on the “Accept” button on the screen as it relates to the Terms of Use and/or by accessing and/or using the Services, you will be deemed a Heartbeat client (“Client”) and acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Terms of Use, as well as all other applicable rules or policies, terms and conditions and/or agreements that are and/or may be established by Heartbeat from time to time and the foregoing shall be incorporated herein by reference.  If you agree to this Terms of Use on behalf of an entity, or in connection with providing and/or receiving services on behalf of an entity, you represent and warrant that you have authority to bind such entity or agency to this Terms of Use. In such event, “you” and “your” as used herein will refer and apply to each entity or agency. The terms and conditions of this Terms of Use will govern your access to and/or use of the Services. Please read this Terms of Use carefully. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized.  

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HEARTBEAT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY IN THE EVENT OF ARIBTRATION.

2. Privacy Policy

You also agree to Heartbeat’s privacy policy, located at heartbeat.com/privacy (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.

3. Changes to Terms

Subject to the terms and conditions set forth herein, Heartbeat may, at any time, for any reason, in its sole discretion make changes to the Services, plans and/or modify this Terms of Use. If Heartbeat makes changes and/or modifications that affect your access to and/or use of the Services, Heartbeat will provide a notice of such changes by posting the updated Terms of Use on the page and changing the “last updated” date listed above. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances. If you do not agree with the changes and/or modifications to this Terms of Use, you shall not use the Services after the effective date of the changes. Please revisit this Terms of Use regularly to ensure that you stay informed of any changes.  For the avoidance of doubt, the foregoing modifications and/or changes refer to the Services and not the campaigns, as Heartbeat will not make any changes to campaigns mutually agreed upon the parties unless otherwise agreed upon by the parties as further described herein.

4. Eligibility

To access and/or use the Services, you must be eighteen (18) years or older and have the requisite power and authority to enter into this Terms of Use and meet any other applicable age and residency requirements. The Services are not intended for and should not be used by anyone under the age of thirteen (13) unless Heartbeat receives legal parental or guardian consent. Otherwise, you represent and warrant that you are over the age of eighteen (18) and are the intended recipient of the Services. You may not access and/or use the Services for any purpose if either of the representations in the preceding sentence are not true.

5. Setting up an Account

You are required to establish an account through the Services, and you agree to provide true, accurate and current information in connection with your account.  You are responsible for updating and correcting information you have submitted to create and/or maintain your account. Any usernames and passwords used for the Services are for your use only.  You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You understand and agree that Heartbeat shall have no responsibility for any incident arising out of, and/or related to, your account settings.  Heartbeat will assume that anyone using the Services and/or transacting through your account is you. Therefore, you further agree to immediately notify Heartbeat of any unauthorized use of your password and/or account and/or any other breach of security. You may only create and hold one (1) account that you are solely responsible for managing and are prohibited from using other disguised identities when using the Services.  We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Heartbeat in its sole and absolute discretion. Your account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate this Terms of Use, Heartbeat may terminate your account immediately.

6. Plans and Payment Terms

a. Plans.  

Heartbeat offers the following subscription plans to access and/or use the Services: a managed service plan (“Managed Service Plan”) and a self-service plan (“Self-Service Plan”).  Client will elect either a Self-Service Plan or Managed Service Plan when Client signs up for an account on the Services. Individual campaigns that exceed a cost of $25,000 will be designated Managed Service.

i. Self-Service Plans

In the event you elect a Self-Service Plan, the terms and conditions in this Section 6ai apply in addition to the other terms and conditions set forth herein (except for the terms and conditions specifically related to Managed Service Plans).  

The term of the Self-Service Plan shall commence on the date you click and agree to the terms and/or otherwise use our Services and shall continue until either you or Heartbeat terminate your account in accordance with the terms and conditions set forth herein.   

You will be required to provide and input the requested information into the Services related to each campaign, including without limitation, the brand logo, brand description, campaign description and instructions and related images.  After such information is provided for any applicable campaign, the potential ambassadors will be identified and recommended for the campaign based upon the information you provided and the information the ambassadors have provided to Heartbeat. Selected ambassadors will receive approved Instructions, with details regarding post requirements. Client is responsible for communicating with any selected ambassadors, managing its own customer support channels and/ or shipping products to and/or from the ambassador. Heartbeat will provide standard metrics and analytics related to the ambassadors and campaigns as made generally available to its other users, via the Client Dashboard.  In addition, Heartbeat will assign a ‘Client Success Manager’ to assist with any questions you may have. The Self-Service Plan does not include creative recommendations and other customer service support beyond reasonable troubleshooting, and in the event the foregoing is provided, Client shall pay Heartbeat its then-current rates for such additional services and such amounts shall be due and payable upon Client’s receipt of the invoice.

The Self-Service Plan pricing is based on each campaign and indicated on the Services and, in consideration for Heartbeat’s performance of the Services, you agree to pay the related fees for the Services you elect to use, for campaigns you initiate.  Such fees shall be due and payable upon campaign approval, and shall be deducted from a payment account designated by you. You authorize Heartbeat to automatically charge the payment account for the fees due and owing hereunder. Self-Service campaigns do not include guarantees regarding Post Count, Potential Reach, or Engagement Rates. All numbers provided during the campaign creation process are estimates, and are not guaranteed.

ii. Managed Service Plans

In the event you elect a Managed Service Plan, the terms and conditions in this Section 6aii apply in addition to the other terms and conditions set forth herein (except for the terms and conditions specifically related to Self-Service Plans), and the parties will also enter into statements of work (“SOW(s)”) detailing specific campaigns and related Services.  Neither party will have any obligation with respect to any draft SOW unless and until it is executed by both parties.  Except as otherwise provided herein, if any terms and/or conditions of this Terms of Use conflict with any terms and/or conditions of any SOW, the terms and conditions set forth in the SOW will control solely with respect to the Services covered under such SOW.  Unless otherwise agreed to by the parties in an SOW, the term of the Managed Service Plan shall commence on the date you click and/or agree via signature to this Terms of Use and/or otherwise start using our Services and shall continue for a period of twelve (12) months thereafter.  In the event you elect a Managed Service Plan, Heartbeat will conduct a kick-off meeting with you to discuss your goals and expectations and assign a ‘Client Success Manager’ to assist with your campaigns. Unless otherwise set forth in an SOW, for each campaign (A) the parties shall set forth targeting parameters for identifying ambassadors that reach Client’s target audience before or during the Kickoff Call, (B) Heartbeat shall set up a campaign and create Client-approved application and instruction materials for ambassadors, (C) Heartbeat shall showcase the Client’s application in Heartbeat’s ambassador app and invite ambassadors to apply for the Client’s campaign, (D) the Services will identify potential ambassadors based on historical engagement rates and Heartbeat’s proprietary selection process, as well as ambassador-provided survey answers, (E) Heartbeat shall send Client-approved instructions to identified ambassadors, and (F) Heartbeat shall communicate with ambassadors and manage customer support channels. In addition, Heartbeat shall provide Client account services such as troubleshooting, creative recommendations, and campaign analytics throughout any active campaign.  

Pricing for Managed Service Plans vary based on several factors including reach, engagement and campaign objectives, and such details shall be set forth in a SOW.  In consideration for Heartbeat’s performance of the Services described herein and in the SOW, Client shall pay Heartbeat the fees set forth in the applicable SOW. Unless otherwise set forth in an SOW, campaign-related fees shall be due and payable by Client to Heartbeat as follows: fifty-percent (50%) of the fees related to the campaign shall be due and payable upon execution of the applicable SOW, and the remaining fifty percent (50%) of the fees related to the campaign shall be due and payable thirty (30) days after the effective date of the applicable SOW. Heartbeat’s preferred payment method is via credit card, but Client may request an alternate payment form. Any services provided outside of the scope of the Services described herein and in the applicable SOW shall be provided at Heartbeat’s then-current rates and due and payable by Client upon receipt of the applicable invoice.  Unless otherwise set forth in a SOW, all fees due hereunder shall be made via credit card, “ACH”, or check to [Heartbeat, Attn: Kate Edwards, PO Box 1507 7th Street, Santa Monica, CA, 90401.

b. Credit Card Payments

Heartbeat uses a third-party payment platform to process payments. Your credit card information or other payment method will be processed and stored by our third-party payment processor, Stripe. You expressly understand and agree that all payments and monetary transactions are handled by such third-party and the use of such platform is governed by the third-party’s terms and conditions and Heartbeat shall have no liability related thereto.  

In the event Client elects to pay the fees due hereunder via credit card, Client authorizes Heartbeat to automatically charge the payment account for the fees due and owing hereunder and any SOW.  If Client’s payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by Client’s payment account, Client shall immediately update Client’s payment account or supply a new payment account, as appropriate.  If Client is unable to update its payment account with appropriate information, then Heartbeat will suspend Services, without liability, until valid payment account information is provided. If Heartbeat believes that Client has participated in a fraudulent chargeback, Heartbeat will pursue its claims against Client to the fullest extent allowed by law.

c. Taxes, Late Fees, Right to Suspend

All fees are stated in United States Dollars and must be paid in United States Dollars.  All fees due and payable under this Terms of Use are exclusive of taxes, which will be added at the prevailing rate from time to time.  All fees due and payable by you to Heartbeat hereunder must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.  Notwithstanding anything herein and/or in any SOW to the contrary, the fees due hereunder are non-refundable. In the event fees are not paid in accordance with the terms and conditions set forth herein (and in the applicable SOW in the case of a Managed Service Plan), Heartbeat may immediately suspend Services, without liability, until all past due payments are made and interest will be due and payable and calculated daily at a rate of 1.5% per month or the maximum allowable by applicable law, whichever is higher, for any past due invoices.  In the event Heartbeat agrees to re-activate Services after Client’s failure to pay, Client shall pay Heartbeat an administrative fee in the amount of $1000, prior to re-activation of the Services. Client is responsible for all costs of collection, including without limitation reasonable attorneys' fees, for any payment default on undisputed invoices.

7. Campaigns

a. Campaign Objectives

For Managed Services, Campaigns may be structured by objectives (“Objective(s)”) as offered on the Services or as may otherwise be set forth in a SOW for a Managed Service Plan. Objectives may include the number of Posts (provided with a range), total Potential Reach, or Number of Engagements.  For the purposes of this Terms of Use, (i) “Posts” shall mean all posts by any ambassador participating in a Client campaign that has met agreed-upon post requirements, (ii) “Potential Reach” or “Reach” is defined as the aggregate follower count of all ambassadors participating in the Campaign,  (iii) “Engagements” is defined as the aggregate total of likes, video views, link clicks, and comments for all Posts by ambassadors during the entire Client campaign on all social media platforms.  Additionally, Heartbeat may offer an “Engagement Rate”, which is defined as the number of Campaign Engagements, divided by the total follower count of all participating ambassadors.

b. Submission of Campaigns

For Self-Serve Campaigns, Client shall submit campaigns on the Services for Heartbeat’s review and approval.  Upon Heartbeat’s approval of such campaign, Heartbeat will provide Client with a notice of approval, and will process and receive Client’s payment for the applicable campaign.  For the avoidance of doubt, campaigns may be rejected by Heartbeat in its sole and absolute discretion, without liability, and Heartbeat’s obligations described herein shall not apply until Heartbeat approves of such campaign as described herein. Self-Serve clients may work with their Client Success Manager to make revisions to a campaign to ensure approval.

c. Campaign Period

Subject to the terms and conditions set forth herein, the “Campaign Start Date” shall commence beginning on the date on which the Client agrees to the TOS and SOW, and upon receipt of initial payment. The Campaign will continue thereafter until the completion of Services and/or as set forth in the applicable SOW (“Campaign End Date”).  The “Campaign Period” shall be the period beginning on the Campaign Start Date and ending on the Campaign End Date.  For Managed Serve Clients only, at the expiration of the Campaign Period, Heartbeat shall provide Client with a report (“Campaign Wrap Report”).  If Client wishes to extend the campaign, Client must notify Heartbeat before the Campaign End Date.  In the event Heartbeat approves such extension, Client agrees to pay Heartbeat the remaining fees owed for the initial Campaign Period and the applicable fees related to such extension as follows: fifty-percent (50%) of the fees related to the extended campaign shall be due and payable upon Heartbeat’s acceptance of such extension and the remaining fifty percent (50%) of the fees related to the extended campaign shall be due and payable on the extended Campaign End Date.

d. Location-Based Campaigns

Client may initiate location-based campaigns on the Services.  In such event, Client is solely responsible for all elements of a location-based campaign including but not limited to arranging access and ensuring the safety and suitability of such location, securing the location, paying any deposits, arranging for access, paying for travel expenses, securing proper permitting, ensuring sufficient insurance, and abiding by any laws and regulations. For campaigns that are limited to specific regions or locations, Client acknowledges that fewer ambassadors will be available, depending on the designated locations, which might extend the campaign timeline. Campaign that are regional in scope may also require additional costs, to be outlined in a SOW.

e. Products for Campaigns

In the event Client is utilizing physical products in its campaign (“Client Product(s)”) Client shall be responsible for all shipping costs and any other costs related to the production, preparation, and delivery of any Client Products to any ambassadors. In the event Client elects a Self-Service Plan and is utilizing Client Products in a campaign, Client agrees that it shall make its own shipping arrangements with the ambassadors that are participating in any campaign with Client Products, but that it will provide tracking numbers, via the Client Dashboard, to ensure a seamless Campaign experience for the Ambassadors. In the event Client elects a Managed Service Plan and is utilizing Client Products in a campaign, Client shall make its own shipping arrangements with the ambassadors that are participating in any campaign with Client Products, unless otherwise agreed in an SOW  by the parties that Heartbeat will provide shipping and fulfillment services through one of its partners. In either case, Client agrees to provide Tracking numbers for Client Products to Heartbeat, via the Campaign Dashboard or otherwise, to ensure seamless delivery of the campaign. Heartbeat cannot guarantee specific Campaign timelines, unless the client provides tracking numbers, as Heartbeat will not be able to determine the status of individual ambassador posts. In the event a Client Product is required for any Client campaign, Client agrees that Heartbeat may required additional time in advance of the Post go live date, in order to account for shipping. Heartbeat recommends that Client supply at least twenty percent (20%) more Client Products to ambassadors than the expected number of participating ambassadors in each instance to account for any Client Products that may get damaged or lost in transit.  Client acknowledges and agrees that Heartbeat is not liable for any lost and/or damaged Client Products.

f. Campaign Ambassadors and Ambassador Content

Heartbeat allows third-parties who sign up to participate as ambassadors access to and use of the Services in order to participate in campaigns initiated by a Client.  Each ambassador may offer social media services via the Services, including but not limited to social media posts, like aggregation, and distribution of Client Assets (collectively referred to as “Ambassador Service(s)”) and has the opportunity to work with various brands and business on the Services.  Client hereby acknowledges and agrees that while Heartbeat may provide information about an ambassador, based on location, following, engagement, or relevancy; such information is based solely on data that is submitted by the ambassador, and Heartbeat provides such information solely for the convenience of all clients and this is not an introduction, endorsement, or recommendation by Heartbeat of any ambassador or any Ambassador’s Services.  Any opinions, advice, or information expressed by any ambassador or other third-party are those of the individual and the individual alone and they do not reflect the opinions of Heartbeat and the inclusion of any ambassador in a campaign does not constitute any endorsement by Heartbeat. Heartbeat does not direct, is not an employer, has no control over, makes no representations and/or guarantees related to any individual ambassador or any Ambassador Services.  For Managed Services, Heartbeat will guarantee that posts meet the requirements outlined in the SOW, and as agreed to and outlined in the Ambassador Instructions. For Self-Serve, Client agrees that it is solely responsible for its interactions with any ambassadors on the Services and will indemnify, defend and hold harmless Heartbeat for any damages Heartbeat suffers related to any of Client’s interactions on the Services.

Self-Serve: Notwithstanding anything herein to the contrary, Heartbeat (i) does not ensure that ambassadors will meet Client’s requirements or complete instructions in accordance with Client’s direction, (ii) does not conduct criminal background checks on its ambassadors or otherwise inquire into the background of its ambassadors, other than the ambassador-provided answers to survey questions, and (iii) shall have no liability related to ambassadors’ acts and/or omissions (including without limitation if any ambassador participates in competing campaigns and/or opts-out to receive communications).

Managed: Notwithstanding anything herein to the contrary, Heartbeat does ensure that ambassadors will meet Client’s requirements or complete instructions in accordance with Client’s direction, and will replace any ambassadors who do not meet requirements with one who does. All campaign requirements must be laid out to Heartbeat during the Applications and Instructions approval process, and any edits to requirements provide after the Instructions are approved will be subject to Change Fees. Heartbeat does not conduct criminal background checks on its ambassadors or otherwise inquire into the background of its ambassadors, other than the ambassador-provided answers to survey questions. Heartbeat shall have no liability related to individual ambassadors’ acts and/or omissions (including without limitation if any ambassador participates in competing campaigns and/or opts-out to receive communications).

Client acknowledges and agrees that it will use the Services as its exclusive method to request, initiate, and pay for any nano-influencer or ambassador social media campaigns that involve the ambassadors identified and/or used on the Services, and will not engage in contact with any ambassadors outside of the Services. Heartbeat acknowledges that Clients may work with other influencer-style companies or platforms, but requires that they not provide Heartbeat ambassador information to competitive companies. Client agrees to notify Heartbeat immediately if an ambassador, a person representing an ambassador, and/or any other user improperly contacts Client or suggests engaging in a relationship, making or receiving payments outside of the Services.  Any content provided by an ambassador via its Ambassador Services (the “Ambassador Content”) is the property of such ambassador, and such ambassador shall retain all title, right, and interest in such Ambassador Content. Heartbeat secures the right for Client to use such Ambassador Content and hereby grants Client a royalty free, non-transferable, non-assignable, non-exclusive, perpetual license to use, display, modify and create derivative works of any Ambassador Content from any Client campaigns in any format for purposes of advertising and marketing. All Heartbeat Ambassadors agree to the above permissions via the Ambassador Terms of Service.

8. Client Assets

a. Client Asset Guidelines

Client Assets” shall mean Client’s Products and any information Client submits to Heartbeat and/or ambassadors through the Services, including but not limited to text, audio messages, videos, photos, images, Client’s trademarks and/or Client’s intellectual property.  Client may submit Client Assets to Heartbeat for use in performing Services and Client agrees that it shall not:

  1. include any content that provides or claims to provide any medical advice;

  2. include any confidential information of Client and/or any other third party in the Client Assets;

  3. submit any Client Assets that contain nudity, or sexual or explicit content;

  4. submit any Client Assets that depict gratuitous violence, animal or child abuse, or encourages violence against others;

  5. submit any Client Assets that contain hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;

  6. submit any Client Assets that are considered spam or politically controversial;

  7. submit any Client Assets that may be considered misleading, unlawful, defamatory, obscene, invasive, threatening or harassing;

  8. submit Client Assets that include content that is (or may be) offensive, including without limitation, bigotry, racism, discrimination, hatred and/or profanity; and/or

  9. submit Client Assets that promote and/or provide information about illegal activities and/or physical harm or injury to any group, individual, institution and/or property.

If you have violated any of the foregoing or if Heartbeat believes that any Client Asset may harm the Services, other users and/or Heartbeat’s interests, your access to and/or use of the Services may be suspended or terminated, without liability, as determine by Heartbeat in its sole and absolute discretion.  Heartbeat is not required to host, display, migrate, or distribute any of the Client Assets and Heartbeat may refuse to accept, provide access to and/or transmit any Client Assets in its sole and absolute discretion, without liability.  Any Client Assets found to be in violation of this Terms of Use or that Heartbeat determines may be harmful may be modified, edited, or removed by Heartbeat, without liability, in Heartbeat’s sole and absolute discretion.

b. Client Asset Placement

Client understands and agrees that ambassadors may use the Client Assets in the campaign and as it relates to the Services and may be placed on ambassadors’ social media channels. Use of these assets will be outlined in Campaign Instructions, which must be approved by the Client. In any event, Heartbeat is not liable for ambassadors’ use of such Client Assets.  In the event you elect a Self-Service Plan, Client is responsible for instructing ambassadors on how the ambassadors should properly use Client Assets. Please be aware that if Client wishes to supply instructions related to the Client Assets, Client must submit such information contemporaneously when submitting the Client Assets, and before the campaign is initiated.  For Managed Service Campaigns, in the event Client modifies the instructions after the campaign is initiated, then Client shall pay Heartbeat its then-current change fee to implement such modifications. In the event you elect a Managed Service Plan, Heartbeat will discuss with Client how Client Assets should be used and/or displayed and monitor the placement of Client Assets by ambassadors to ensure Client Assets are used and/or displayed in accordance with Client’s expectations.  

c. License Grant for Client Assets

Client shall retain all right, title and interest in the Client Assets.  Client grants Heartbeat, its partners, affiliates, users, representatives, assigns and ambassadors a non-exclusive, fully-paid, royalty-free, irrevocable, worldwide, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and/or reuse all or part of the Client Assets as it relates to the Services and for publicity purposes on Heartbeat’s website and in other marketing materials.  

d. Client Contacts

Through the Services, Client may deliver Client Assets that contain personal information including but not limited to social media information, email addresses, or usernames of Client’s customers (“Client Contact(s)”). Where any Client Contacts have been delivered by Client, Heartbeat agrees that it shall use the Client Contacts only for the purposes of providing the Services described herein.  Further, Heartbeat shall not sell or disclose the Client Contacts to third parties without the prior consent of Client or such Client Contact. For the avoidance of doubt, once a Client Contact joins the Services, such Client Contact may join other brand communities at their discretion and are not limited to only participating in Client’s campaigns.  

9. Your Conduct and Responsibilities

When using the Services, you are solely responsible for your use and for any acts and/or omissions occurring under your account.  Heartbeat grants you the rights set forth herein subject to the terms and conditions set forth herein, including without limitation:  

  1. You shall not use the Services except through specific channels provided by Heartbeat to you;

  2. You shall not decompile, reverse engineer, disassemble, modify, and/or otherwise reduce to human-perceivable form all or any part of the Services;

  3. You shall not use or permit the use of, reproduce and/or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, sell, lease, loan, and/or transfer the Service, any portion thereof, and/or any of your rights thereto;  

  4. You shall not merge the Services or any portion thereof with any other program and/or materials;

  5. You will not copy, distribute or disclose any part of the Services (including without limitation information provided therein) in any medium, including without limitation by any automated or non-automated “scraping”;

  6. You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by Heartbeat to access the Services or to extract or export data collected through the Services;

  7. You agree not to submit and/or transmit any Client Assets, email and/or materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component;

  8. You are responsible for the accuracy and quality of the Client Assets, data and content that you submit and will not violate the intellectual property rights of anyone;

  9. You shall not submit content that is offensive or engage in unlawful acts, including without limitation, bigotry, racism, discrimination, hatred, profanity, harassment, stalking, bullying and/or harming anyone or anything;   

  10. You shall not imply that Client Assets, materials and/or content is in anyway sponsored and/or endorsed by Heartbeat;

  11. You may not access all or any part of the Services in order to build a product and/or service which competes with the Services or to create derivative works or improvements to the Services;

  12. You shall not imitate part or all of the design, layout and/or look-and-feel of the Services and/or individual sections of it, in any form and/or media;

  13. You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services and notify Heartbeat promptly of any unauthorized access;

  14. You shall not violate any of Heartbeat’s requirements, policies and procedures;

  15. You agree to comply with all applicable laws, rules and regulations;

  16. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided;

  17. You agree not to intentionally hold Heartbeat and/or its employees, directors, officers or agents up to public scorn, ridicule and/or defamation;

  18. You will not attempt to do any of the following: access data not intended for you, monitor the Services for data gathering purposes in an effort to track usage by others and/or interfere with the Services in relation to any user in any manner;

  19. You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers used by Heartbeat in providing the Services;

  20. You will not take any action that imposes, or may impose in Heartbeat’s sole discretion, an unreasonable or disproportionately large load on Heartbeat’s infrastructure and/or otherwise interfere with and/or disrupt the Services; and/or

  21. You will not permit any other person and/or entity to engage in any of the foregoing conduct.

In the event Heartbeat has reason to believe you are in breach of this Section 9, then Heartbeat may suspend your access to and/or use of the Services immediately, without liability.  

10. Use of Services and Availability

Heartbeat retains the right, in its sole and absolute discretion, to deny Services and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your account due to circumstances both within our control such as routine maintenance, and outside of Heartbeat’s control. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

11. Cancellation of Campaigns & Termination

In the event Client desires to cancel a campaign after it is initiated, Client shall be liable for all costs and expenses related to such cancellation.  After the initial term of the Self-Service Plan or Managed Service Plan you selected when you signed up for Services, you may terminate your account and this Terms of Use via the dashboard in the Services or by contacting Heartbeat at support@heartbeat.com.  Without limiting any other remedies Heartbeat may have, Heartbeat may suspend and/or terminate your account and this Terms of Use and/or any applicable SOW at any time, without liability and without prior notice, if we determine that (a) you have violated any applicable laws while using the Services, (b) if you have violated this Terms of Use and/or any other Heartbeat policies, (c) if Heartbeat believes or you have engaged in gross negligence, willful misconduct, fraud or misrepresentation and/or (d) if we believe that any of your actions may harm Heartbeat.  Unless otherwise set forth in an SOW (for a Managed Service Plan), upon termination (i) access to the Services will be become immediately disabled, (ii) any campaigns not concluded will be terminated immediately without liability, (iii) you will immediately pay Heartbeat all fees incurred through the then-current term as if your account and this Terms of Use has not been terminated, (iv) you will reimburse Heartbeat for any fees, costs and expenses incurred by Heartbeat as a result of such termination. Notwithstanding anything herein to the contrary, you will not be entitled to any refunds of pre-paid fees in the event of termination.  If we terminate your account for breach of this Terms of Use, you may not subscribe under a new account unless Heartbeat formally invites you. If you commit fraud and/or falsify information in connection with your access to and/or use of the Services, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.

12. Third-Party Products

There may be third-party products, services, software, and/or social networks (collectively “Third-Party Products”) integrated into the Services.  Please be aware that Heartbeat is not affiliated with any Third-Party Products or the companies or providers that own or control such Third-Party Products.  Any Third-Party Products that are made available in connection with the Services do not constitute an endorsement or recommendation to use such Third-Party Products.  Third-Party Products are not under the control of Heartbeat and Heartbeat shall have no ability to control the availability of or your access to any Third-Party Products.  You agree to release Heartbeat from any liability related to your use of any Third-Party Products or any costs or charges related to such Third-Party Products. In order to use any Third-Party Products, you may be required to agree to that company’s terms and conditions and/or privacy policy. You agree to comply with the foregoing when using the Services.  Where you decide to use such Third-Party Products, Heartbeat is not a party to any contracts created between you and such Third-Party Products’ companies or providers.

13. Linked Sites

The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and for your convenience only. Heartbeat does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for accuracy and/or reliability of any information, data, opinions, advice or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit.  Heartbeat reserves the right to terminate any link and/or linking program at any time. Heartbeat disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.

14. Confidentiality

Heartbeat shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services except as otherwise specified in this Terms of Use, Privacy Policy, SOW and/or as required by law.

15. Ownership

The Services and any Heartbeat-provided content, layouts, arrangements, metadata, images and the infrastructure used to provide the Services are proprietary to Heartbeat and Heartbeat shall retain all right, title and interest in the foregoing. By using the Services and accepting this Terms of Use, Heartbeat grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Use and to any additional terms and policies set forth by Heartbeat. Neither this Terms of Use nor your use of the Services convey and/or grant to you any rights (i) in or related to the Services except for the limited right to access and use the Services described above, and (ii) to use or reference in any manner Heartbeat’s names, logos, product and service names, trademarks or service marks or those of Heartbeat’s licensors.

16. Idea Submission

Heartbeat or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Heartbeat. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Heartbeat’s products might seem similar to ideas you submitted to Heartbeat. If, despite our request not to, you do send us your ideas, you agree to the following (a) your Submissions and their contents will automatically become the property of Heartbeat, without any compensation to you, (b) Heartbeat may use or redistribute the Submissions and their contents for any purpose and in any way, (c) there is no obligation for Heartbeat to review the Submission, and (d) there is no obligation to keep any Submissions confidential.

17. Intellectual Property of Heartbeat

The name ‘Heartbeat’, the design of the Services along with Heartbeat created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to Heartbeat.  The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. Heartbeat reserves all rights not expressly granted in and to the Services. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Services unless we have given you express written permission.  All rights not expressly granted are hereby reserved.

18. Representations and Warranties of Client Assets

Client represents and warrants the following (a) Client owns or has properly licensed all Client Assets provided, (b) the Client Assets do not and will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity, (c) the Client Assets provided do not violate any US state or federal laws or any third party agreements, (d) Client has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Client Assets and has clear title to any other subsidiary materials contained in the Client Assets, (e) Client has the absolute right to grant to Heartbeat, all rights, licenses and privileges granted to or vested in Heartbeat under this Terms of Use and/or applicable SOW, (f) Client has obtained all clearances and paid all monies necessary for Heartbeat to exercise the license granted herein and there will not be any other rights to be cleared or any payments required to be made by Heartbeat as a result of any use of the Client Assets pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights), (g) all of the individuals and entities connected with the production of the Client Assets, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Client Assets, have authorized and approved Client’s use thereof, and Heartbeat shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Client Assets in connection with the exploitation, promotion, and use of the license granted herein, and/or (h) there are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair the use of any of the Client Assets.

19. Warranty Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT THE SERVICES INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, AMBASSADOR SERVICES AND CONTENT RELATED THERETO ARE PROVIDED ON AN ‘AS IS’, ‘AS AVAILABLE’ AND ‘WITH ALL FAULTS’ BASIS. HEARTBEAT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED AND/OR THAT DEFECTS WILL BE CORRECTED. HEARTBEAT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING WITHOUT LIMITATION ANY INSTRUCTIONS) ON THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. HEARTBEAT DOES NOT WARRANT THAT YOUR USE OF THE SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION.  HEARTBEAT MAKES NO WARRANTY THAT THE INFORMATION, RESULTS AND/OR ADVICE THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE.  NEITHER HEARTBEAT, NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS AND/OR AGENTS MAKE ANY REPRESENTATIONS, GUARANTEES, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO PAGES DISPLAYED ON HEARTBEAT’S SERVICES, OR THE FUNCTIONALITY, PERFORMANCE AND/OR RESPONSE TIMES OF THE SERVICES, ANY INFORMATION PROVIDED VIA THE SERVICES, ANY AMBASSADOR SERVICES AND/OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO HEARTBEAT OR VIA THE SERVICES.

20. Limitation of Liability

YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, AMBASSADOR SERVICES, AMBASSADOR CONTENT, INTERACTIONS BETWEEN CLIENT AND AMBASSADORS, ACTS AND/OR OMISSIONS OF AMBASSADORS, CLIENT ASSETS, URL NAMES, INFORMATION, IMAGES AND COPY IS AT YOUR OWN RISK.  IN NO EVENT SHALL HEARTBEAT, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF HEARTBEAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY HEARTBEAT ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, HEARTBEAT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS WHERE SUCH LIMITATIONS ARE INAPPLICABLE, YOU AGREE THAT HEARTBEAT’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, AMBASSADOR SERVICES, AMBASSADOR CONTENT, INTERACTIONS BETWEEN CLIENT AND AMBASSADORS, ACTS AND/OR OMISSIONS OF AMBASSADORS, CLIENT ASSETS, URL NAMES, INFORMATION, IMAGES AND COPY IS THE LESSER OF THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE HUNDRED DOLLARS (US$100.00).

21. Indemnity

You agree to defend, indemnify and hold harmless Heartbeat, its officers, directors, employees, subcontractors and agents, from and against any and all claims, demands, proceedings, damages, obligations, losses, liabilities, costs, awards, fees, expenses (including but not limited to attorney's fees) and liabilities of any nature arising from (a) your use of and access to the Heartbeat Services, (b) your violation of any term of this Terms of Use, Privacy Policy and/or SOW, (c) your negligence or willful misconduct, (d) any claim that your use of the Services harmed another user or third party, (e) any claim by an ambassador of unauthorized use or infringement of ambassador-provided content, (f) any claim that Client Assets violate the intellectual property rights or other rights of any third party; (g) any claim of fraud or misrepresentation committed by Client and/or (h) Client’s failure to comply with applicable laws.

You shall immediately give notice to Heartbeat of any third-party claim against you which might give rise to a claim against Heartbeat.  In the event of a claim such as the one described in this indemnity section, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

22. DMCA Copyright Policy and Copyright Agreement

Heartbeat respects the intellectual property rights of others and expects you to do the same.  We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following:  

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. identification of the copyrighted work claimed to have been infringed;

  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;

  4. information sufficient to permit Heartbeat to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

  5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for Heartbeat’s DMCA Agent for notice of claims of copyright infringement is: Heartbeat, Attn:  Copyright Agent, Brian Freeman, 723 Ocean Front Walk, Venice, CA 90291 (support@heartbeat.com).

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.

23. Dispute Resolution

a. Disputes

We want to address your concerns without needing to file a formal legal case. Before filing a claim against Heartbeat, you agree to try to resolve the dispute informally by contacting your Client Success Manager, or the company at support@heartbeat.com. You may also email the COO, Kate Edwards, kate@heartbeat.com, with concerns. The parties will try to resolve the dispute within thirty (30) days after receipt of written notice, but if the parties are unable to resolve any claims related to this Terms of Use and/or any SOW within such timeframe, then the parties shall resolve such dispute through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or opt out as described below.

b. Choice of Law

This Terms of Use shall be governed by, construed and enforced in accordance with the substantive laws of the State of California, without regard to its conflict of laws principles.  The parties further agree that any cause of action arising under this Terms of Use shall take place exclusively in the courts situated in Los Angeles, California and the parties hereby submit to the venue of the courts situated therein.  

c. Arbitration

By using the Services, you agree that (i) any claim, dispute, or controversy you may have against Heartbeat arising out of and/or relating to, or connected in any way with this Terms of Use and/or any SOW shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”), (ii) unless prohibited by law, the claim or dispute must be brought within one (1) year of the first date of the event giving rise to such action and the arbitration shall be held in Los Angeles, California, or at such other location as may be mutually agreed upon by you and Heartbeat, (iii) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Heartbeat’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, (iv) both parties will bear their own costs of representation and filing for the dispute, (v) where possible and allowed for under the AAA Rules and Procedures, Heartbeat shall be entitled to appear electronically or telephonically for all proceedings, and (vi) with the exception of subpart (iii) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.  If, however, subpart (iii) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither Heartbeat nor Client shall be entitled to arbitrate. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org.  

d. Exceptions to Agreement to Arbitrate

You and Heartbeat each agree that the following claims are exceptions to this arbitration clause and will be brought in a judicial proceeding in a court of competent jurisdiction (a) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, (b) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack), or (c) any claim that qualifies in small claims court in Los Angeles, California.

e. How to Opt-Out of Arbitration

You can opt-out and decline this agreement to arbitrate by contacting Heartbeat in writing within thirty (30) days after the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Use).  Such notice shall be sent to: Heartbeat, Attn: Brian Freeman, 723 Ocean Front Walk, Venice, CA, 90291, brian@heartbeat.com. If you opt out, neither you nor Heartbeat can require the other to participate in an arbitration proceeding.

24. Relationship of Parties

Client agrees that Heartbeat is acting as an independent contractor in performing the Services contemplated under this Terms of Use and that the relationship between Heartbeat and Client shall not constitute a partnership, joint venture or agency.  Neither Heartbeat nor any of Heartbeat's employees or agents (a) is an employee, agent or legal representative of Client, or (b) shall have any authority to represent Client or to enter into any contracts or assume any liabilities on behalf of Client.  Neither Client nor Client’s employees or agents (i) is an employee, agent or legal representative of Heartbeat, or (ii) shall have any authority to represent Heartbeat or to enter into any contracts or assume any liabilities on behalf of Heartbeat.

25. Force Majeure

You agree that Heartbeat is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

26. Statements By Employees

Any statements made or actions undertaken by Heartbeat’s employees are non-binding in nature.  Unless explicitly stated otherwise in this Terms of Use and/or SOW, Heartbeat employees and staff do not have the authority to execute an agreement or contractually bind Heartbeat to any agreements.

27. Severability & Non-waiver

In the event that a provision of this Terms of Use and/or SOW is found to be unlawful or otherwise is found to be unenforceable, the Terms of Use and/or SOW will remain in force as though it had been entered into without that unenforceable or unlawful provision being included in it.  We reserve all rights permitted to us under this Terms of Use as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Terms of Use and/or SOW or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

28. Survival

All provisions of this Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, content provisions, Client representations and warranties, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

29. Assignment

You may not assign your rights and/or obligations under this Terms of Use and/or SOW to any other party without our prior written consent.  We may assign our rights and/or obligations under this Terms of Use and/or SOW to any other party at our discretion.

30. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Heartbeat must be sent to our agent for notice to support@heartbeat.com.

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

31. Communications

By using the Services, you agree to receive certain communications in connection with the Services.  When you access and/or use the Services, you are communicating with Heartbeat electronically, and you consent to receive communications from Heartbeat electronically including but not limited to notices related to the Services provided to you via email.  You agree that all agreements, notices, disclosures and/or other communications that Heartbeat provides to you electronically satisfy any legal requirement that such communications be in writing.  Your consent to receive records and notices electronically will remain in effect until you withdraw it.  You may withdraw your consent to receive further records and notices electronically at any time by contacting Heartbeat.  If you withdraw your consent to receive such records and notices electronically, Heartbeat will revoke your access to the Services.  Any withdrawal of your consent to receive records and notices electronically will be effective only after Heartbeat has a reasonable period of time to process your request for withdrawal.

32. Entire Agreement

This Terms of Use along with the Privacy Policy and any applicable SOWs constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

Contact us: If you would like to request additional information regarding this Terms of Use, please contact us at support@heartbeat.com.