Heal.me Terms & Conditions

Last Modified: September 19, 2024

Acceptance of Terms
Definitions
Services Provided
License and Access
Practitioner Responsibilities
Payment Terms
Intellectual Property Rights
Confidentiality and Data Protection
Security Measures
Reviews and Testimonials
Marketing to Clients
Modification of Services
Third-Party Services and Links
Term and Termination
Disclaimers and Limitation of Liability
Indemnification
Force Majeure
Notices
Survival Clause
Representations and Warranties
Non-Disparagement and Non-Solicitation
Limitation of Liability Enhancements
Relationship of the Parties
Third-Party Beneficiaries
Compliance with Laws
Electronic Communications and Consent
Dispute Resolution and Arbitration
Governing Law
Modifications to the Terms
Entire Agreement
Severability
Waiver
Assignment
Contact Information

1. Acceptance of Terms

By accessing or using the Heal.me platform (“Platform”) and Services (as defined below), you (“Practitioner” or “you”) agree to be bound by these Terms & Conditions (“Agreement”). If you do not agree to these terms, you may not access or use the Platform or Services.

2. Definitions

"Heal.me," “we,” “us,” or “our” refers to Heal.me Inc.
"Practitioner" refers to the individual or entity using the Platform to manage their holistic health care practice.
"Office" refers to the entity on behalf of which the Practitioner is engaging Heal.me, including all facilities, assistants, wellness providers, and staff members (“Office Members”).
"Customer" refers to end-users who access the Platform to engage with Practitioners.
"Services" refers to all services provided by Heal.me as described in Section 3.
"Client Data" refers to any information relating to an identified or identifiable individual obtained through the use of the Services.
"Confidential Information" has the meaning set forth in Section 8.1.

3. Services Provided

Heal.me offers a variety of services (“Services”) via the Platform, which may include, but are not limited to:

3.1. Marketing Services

Hosting Practitioner and Office Member profile web pages.
Marketing Practitioners and their services on the Platform.
Using photos or websites built on our Platform for marketing and promotional purposes.

3.2. Scheduling Technology Services

Wellness appointment scheduling services.
Integration with Practitioner’s practice management system.
Appointment reminders for Customers.

3.3. Payment Services

Billing, collection, and payment facilitation services.

3.4. Review Services

Soliciting feedback and reviews from Practitioners’ clients on behalf of the Practitioner.
Displaying reviews on the Platform and Partner Sites.

3.5. Marketing to Clients

Marketing services directed to Practitioners’ clients on behalf of Heal.me.

3.6. Additional Services

Photography shoots of the Practitioner Office.
Any other services as may be agreed upon between Heal.me and the Practitioner.

3.7. Modification of Services

Heal.me reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice.

4. License and Access

4.1. Grant of License

Subject to the terms and conditions of this Agreement and payment of applicable fees, Heal.me grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform and Services solely for your internal business purposes.

4.2. Restrictions

You shall not:

Copy, modify, distribute, sell, or lease any part of our Platform or Services.
Reverse engineer or attempt to extract the source code of any software provided by Heal.me.
Use the Platform or Services for any unlawful purpose or in violation of any applicable laws or regulations.
Remove or alter any proprietary notices or labels on the Platform or Services.

5. Practitioner Responsibilities

5.1. Compliance with Laws

You are responsible for ensuring that your use of the Platform and Services complies with all applicable federal, state, and local laws, regulations, and professional standards.
You must obtain all necessary consents and authorizations from your clients for Heal.me to request reviews and market services on their behalf.

5.2. Accurate Information

You agree to provide and maintain accurate, current, and complete information about your practice, services, availability, and qualifications.
You are responsible for promptly updating any changes to your information on the Platform.

5.3. Account Security

You are responsible for maintaining the confidentiality of your account credentials.
You agree to notify Heal.me immediately of any unauthorized use of your account.
You shall implement appropriate security measures to protect your account.

5.4. Content License

By uploading photos, content, or building websites on the Platform, you grant Heal.me a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content for marketing and promotional purposes.

5.5. Professional Conduct

You represent and warrant that you and all Office Members possess all necessary licenses, certifications, and permits to provide the services offered.
You agree to provide services to Customers without discrimination based on race, religion, gender, sexual orientation, disability, or any other unlawful considerations.
You agree to comply with all professional and ethical standards applicable to your practice.

5.6. Non-Disparagement and Non-Solicitation

You agree not to make any negative or disparaging remarks about Heal.me, its Services, or its personnel.
You agree not to solicit Heal.me’s employees, contractors, or other Practitioners for employment or business opportunities.

6. Payment Terms

6.1. Fees

You agree to pay all fees associated with the Services as outlined on your Practitioner Account Page or any applicable order form or agreement.
Prices do not include any taxes that may apply. You are responsible for paying any applicable taxes.

6.2. Payment Method

Fees are due immediately upon invoicing.
Heal.me may charge your credit card, bank account, or other form of payment on a recurring basis, in advance of the service period, or in arrears, as applicable.
By providing payment information, you agree to these recurring charges.

6.3. Split Payment Plans

If you opt for a split payment plan, you commit to completing all payments as per the agreed schedule.
Split payment plans cannot be canceled after 30 days and are non-refundable after the 30-day refund period.
Split payment plans are not trials or monthly memberships; they are commitments to pay in full.

6.4. Refund Policy

You have 30 days from the date of signup to request a refund.
To be eligible, the refund request must be made within this 30-day window.
If a photoshoot has been booked, a $250 fee will be deducted from any refund.
No refunds will be issued after the 30-day period.

6.5. Photoshoot Policy

Any rescheduling fees charged by our photography partner are non-refundable.
By booking a photoshoot, you agree to these terms.

7. Intellectual Property Rights

7.1. Heal.me Content

Heal.me retains all rights, title, and interest in and to the Platform, Services, and all content provided by Heal.me.
You may not use any Heal.me trademarks, service marks, or logos without our prior written consent.
All rights not expressly granted to you are reserved by Heal.me.

7.2. Practitioner Content

You represent and warrant that you have all necessary rights to the content you provide.
You grant Heal.me the rights to use your content as outlined in Section 5.4.
You agree that any feedback, suggestions, or ideas provided by you can be used by Heal.me without any obligation or compensation.

8. Confidentiality and Data Protection

8.1. Confidential Information

Definition: “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential.
Confidential Information does not include information that is publicly available or already in the possession of the Receiving Party without obligation of confidentiality.

8.2. Non-Disclosure

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
The Receiving Party agrees to protect the Confidential Information with the same degree of care it uses to protect its own confidential information.

8.3. Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prior notice, if legally permissible, and reasonable assistance in obtaining protective orders.

8.4. Data Protection

Compliance with Laws: Both parties agree to comply with all applicable data protection laws, including but not limited to the GDPR and CCPA.
Data Processing Agreement: If required by law, the parties shall enter into a separate Data Processing Agreement outlining data protection obligations.
Client Data Rights: You acknowledge that clients have rights regarding their personal data and agree to assist Heal.me in accommodating such requests.
Data Breach Notification: Heal.me will notify you without undue delay upon becoming aware of a data breach affecting your clients’ personal data.

9. Security Measures

9.1. Heal.me’s Obligations

Heal.me implements appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction.
Measures include encryption, secure server infrastructure, and regular security assessments.

9.2. Practitioner Obligations

You are responsible for implementing appropriate security measures to protect your account and any data accessed through the Platform.
You agree to notify Heal.me immediately upon becoming aware of any security incidents.

10. Reviews and Testimonials

10.1. Solicitation of Reviews

Heal.me may solicit feedback and reviews from your clients on your behalf.
You are responsible for obtaining any necessary consents from your clients for this purpose.

10.2. Use of Reviews

You agree that these reviews may be posted on the Platform and used for marketing and promotional purposes.
Heal.me reserves the right to edit, refuse to post, or remove any review at its sole discretion.

10.3. Practitioner Conduct

You agree not to attempt to manipulate or unduly influence reviews.
Any such attempts may result in suspension or termination of your account.

11. Marketing to Clients

11.1. Consent

Heal.me may market services to your clients on behalf of Heal.me.
You are responsible for obtaining any necessary consents from your clients for such marketing activities in compliance with applicable laws.

11.2. Opt-Out

Clients may opt out of receiving marketing communications at any time.
Heal.me will honor all opt-out requests in accordance with our Privacy Policy.

12. Modification of Services

Heal.me reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice.
Heal.me shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

13. Third-Party Services and Links

13.1. Third-Party Services

The Platform may contain links to third-party websites or services that are not owned or controlled by Heal.me.
Heal.me has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

13.2. Third-Party Terms

Your use of third-party services is subject to the terms and conditions of those third parties.
Heal.me is not responsible for any loss or damage of any sort incurred as a result of any such dealings.

14. Term and Termination

14.1. Term

This Agreement commences upon acceptance and continues for the period specified on your Practitioner Account Page or, if not specified, for one (1) year (“Initial Term”).
The Agreement will automatically renew for successive periods of the same length as the Initial Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

14.2. Termination by Practitioner

You may terminate this Agreement by providing thirty (30) days’ written notice to Heal.me.
Termination will not relieve you of any payment obligations incurred prior to termination.

14.3. Termination by Heal.me

Heal.me may terminate or suspend your access to the Platform and Services immediately if you breach any material term of this Agreement.
Heal.me may also terminate the Agreement for convenience by providing thirty (30) days’ written notice.

14.4. Effect of Termination

Upon termination, all licenses granted to you will immediately cease.
Sections intended to survive termination, including but not limited to payment obligations, confidentiality, intellectual property rights, disclaimers, limitations of liability, and indemnification, shall survive.

15. Disclaimers and Limitation of Liability

15.1. Disclaimer of Warranties

The Platform and Services are provided “as is” and “as available” without warranties of any kind, either express or implied.
Heal.me disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

15.2. Limitation of Liability

To the maximum extent permitted by law, Heal.me shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues.
In no event shall Heal.me’s total liability exceed the amounts paid by you to Heal.me in the twelve (12) months preceding the claim.

15.3. Exclusions

The limitations and exclusions in this section apply even if the remedy fails of its essential purpose.

16. Indemnification

You agree to indemnify, defend, and hold harmless Heal.me, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or connected with:

Your use of the Platform and Services.
Your violation of this Agreement.
Any content you provide.
Your violation of any law or the rights of any third party.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, war, pandemics, governmental actions, or acts of terrorism.
The affected party shall notify the other promptly and make reasonable efforts to mitigate the effects.

18. Notices

18.1. Method of Communication

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by email; or the day after it is sent if sent for next-day delivery by recognized overnight delivery service.

18.2. Contact Information

You must keep your contact information up to date in your account settings.
Notices to Heal.me must be sent to:

Email: [email protected]
Address: 1401 Lavaca Street, Unit 7104, Austin, TX 78701

19. Survival Clause

All provisions of this Agreement which by their nature should survive termination shall survive, including but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

20. Representations and Warranties

20.1. Practitioner Representations

You represent and warrant that:

You have the legal authority to enter into this Agreement.
All information you provide is accurate and complete.
You hold all necessary licenses, certifications, and permits.
You will comply with all applicable laws, regulations, and guidelines.

20.2. Mutual Warranties

Both parties represent and warrant that:

They are duly organized and validly existing.
Execution of the Agreement does not violate any other agreements.

21. Non-Disparagement and Non-Solicitation

21.1. Non-Disparagement

You agree not to make any negative or disparaging remarks about Heal.me, its Services, or its personnel.

21.2. Non-Solicitation

You agree not to solicit Heal.me’s employees, contractors, or other Practitioners for employment or business opportunities during the term of this Agreement and for one (1) year thereafter.

22. Limitation of Liability Enhancements

The limitations of liability set forth in this Agreement are fundamental elements of the basis of the bargain between you and Heal.me.
You acknowledge that Heal.me would not be able to provide the Services on an economically reasonable basis without such limitations.

23. Relationship of the Parties

The parties are independent contractors.
This Agreement does not create a partnership, joint venture, agency, or employment relationship.
Neither party has the authority to bind the other in any way.

24. Third-Party Beneficiaries

Except as expressly provided, this Agreement does not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

25. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws, regulations, and ordinances in performing their obligations under this Agreement.

26. Electronic Communications and Consent

You consent to receive communications from Heal.me electronically.
You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

27. Dispute Resolution and Arbitration

27.1. Arbitration Agreement

Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

27.2. Class Action Waiver

You agree to waive any right to participate in class action lawsuits or class-wide arbitration.

27.3. Injunctive Relief

Notwithstanding the above, either party may seek injunctive or equitable relief in courts for certain breaches, such as intellectual property violations.

27.4. Venue

The arbitration shall take place in the State of Texas or any other location mutually agreed upon by the parties.

28. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.
The parties consent to the exclusive jurisdiction of the state and federal courts located in Texas for any actions not subject to arbitration.

29. Modifications to the Terms

Heal.me reserves the right to modify these Terms & Conditions at any time.
Heal.me will provide at least thirty (30) days’ notice before significant changes take effect.
Any changes will be effective upon posting to the Platform or upon notification to you.
Your continued use of the Services after such changes constitutes your acceptance of the revised terms.

30. Entire Agreement

This Agreement, along with any policies or agreements expressly incorporated by reference, constitutes the entire agreement between you and Heal.me regarding the use of the Platform and Services.
This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

31. Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent.

32. Waiver

The failure of Heal.me to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

33. Assignment

You may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of Heal.me.
Heal.me may assign this Agreement without restriction.

34. Contact Information

For any questions or concerns about these Terms & Conditions, please contact us at:

Email: [email protected]
Address: 1401 Lavaca Street, Unit 7104, Austin, TX 78701

By accessing or using the Heal.me Platform and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.