Terms of Use.

01Welcome & Acceptance

Welcome to Heartbeat AI, an AI-powered web and mobile application operated by White Lotus Technologies Ltd (“Heartbeat AI”, “us”, “our”, or “we”). Heartbeat AI provides tools that allow recruiters, HR managers, and businesses to post jobs, invite candidates, upload and screen resumes, conduct AI-assisted interviews, and manage hiring pipelines (collectively, the “Platform” or “Services”).

These Terms of Use (“Terms”) set out the legally binding terms governing your use of the Platform. By accessing or using the Platform, you represent that you are either (i) an organisation entering into this agreement as the Customer, or (ii) an individual authorised to act on behalf of such an organisation. You represent and warrant that you have the right, authority, and capacity to accept these Terms. If you do not agree, do not access or use the Platform.

02Privacy Policy

Heartbeat AI respects the privacy of its Customers and their candidates. Please refer to our Privacy Policy available at heartbeat365.com/privacy, which explains how we collect, use, and disclose information. By using the Platform, you signify your agreement to the Privacy Policy and consent to the processing of personal information in accordance with its terms.

03Platform Features & Content

Our Platform may provide informational and educational content for general guidance only. Content on the Platform is not intended as professional, legal, or compliance advice for your specific situation, and should not be relied upon as such. You acknowledge that you are participating voluntarily in using our Platform and that we assume no responsibility for your independent use of any content provided.

There is no guarantee that any specific result will be achieved through use of the Platform, and outcomes will vary by individual and organisation.

04No Guarantee of Successful Job Placement

Our Platform allows recruiters to post job listings and access applicant data, including but not limited to CVs, resumes, video recordings of AI interviews, interview summaries, skill assessments, and other evaluation metrics. You acknowledge and agree that this data is provided for informational purposes only and does not guarantee successful placements or hiring outcomes. All hiring and employment decisions based on assessments, interviews, or scores are made solely by the Customer.

The Customer acknowledges that Heartbeat AI does not make hiring or employment decisions and agrees to comply with all applicable employment, anti-discrimination, and AI-specific laws in the jurisdictions where they operate. The Customer agrees to hold Heartbeat AI harmless from any claims, liabilities, or disputes arising from use of the Services in employment decisions.

05Disclaimer on Third-Party Tools & Data Handling

To deliver the Services, Heartbeat AI may integrate with or rely upon third-party technologies and service providers, including AI-powered tools, cloud infrastructure platforms, and data analytics services. These may be used to process personal data on the Customer's behalf, such as screening resumes, conducting AI interviews, scoring responses, generating assessments, or hosting interview recordings.

Heartbeat AI will use commercially reasonable efforts to select third-party providers that maintain industry-standard data protection and security measures. However, the Customer expressly acknowledges and agrees that:

• Heartbeat AI does not control such third-party services;
• Heartbeat AI makes no representation or warranty regarding the availability, accuracy, legality, or uninterrupted operation of such services; and
• Any disruption, downtime, or fault caused by such services shall not constitute a breach of these Terms.

No technology system can guarantee absolute data security, accuracy, or compliance in all jurisdictions. It is the Customer's sole responsibility to ensure that its use of the Services, including the submission of personal or sensitive data, complies with all applicable data protection, privacy, employment, and anti-discrimination laws in every jurisdiction where it operates.

Heartbeat AI acts strictly as a data processor on behalf of the Customer. All user data processed through the Services is processed only on instruction from the Customer. The Customer retains full responsibility and liability for all data handling, use, and compliance decisions.

06Use of Applicant Data

By posting a job listing, uploading resumes, screening resumes, or conducting interviews via the Platform, the Customer and its authorised users may access personal data submitted by or generated in relation to job applicants (“Candidate Data”). This includes, without limitation, resumes, video or audio recordings, interview responses, assessment scores, evaluation metrics, and metadata. Candidate Data is considered confidential and shall only be used by the Customer for the legitimate purpose of evaluating candidates in connection with job opportunities it offers.

The Customer agrees to handle all Candidate Data in compliance with all applicable data protection and privacy laws in the jurisdictions in which it operates, including but not limited to: the General Data Protection Regulation (GDPR), UK GDPR, the Nigeria Data Protection Act 2023 (NDPA), the Kenya Data Protection Act 2019, the California Consumer Privacy Act (CCPA), the South Africa Protection of Personal Information Act (POPIA), and any other applicable national or local data protection legislation. The Customer is solely responsible for ensuring a lawful basis for any processing, storage, or transfer of Candidate Data outside of the Platform.

07Communication with Candidates

Heartbeat AI enables Customers to send the following automated status notifications to candidates through the Platform:

• Confirmation that an application has been received;
• Notification that an application has been unsuccessful;
• Notification that an application has been advanced or has progressed to the next stage of the hiring process.

These notifications are triggered by the Customer's actions within the Platform and are sent on the Customer's behalf. The Customer is responsible for ensuring that the content, timing, and delivery of these notifications comply with all applicable laws.

Beyond the above status notifications, Heartbeat AI does not provide functionality for direct communication between Customers and candidates. All other candidate communications, including interview scheduling, follow-ups, feedback, and employment offers, must be conducted by the Customer independently, using its own systems or third-party tools.

The Customer is solely responsible for all communications with candidates, whether sent through the Platform or otherwise, and must ensure they comply with applicable local, national, and international law, including but not limited to GDPR, UK GDPR, NDPA 2023, CCPA, POPIA, and applicable employment and anti-discrimination law. Heartbeat AI expressly disclaims liability for any claims arising from Customer communications with candidates.

08Non-Discrimination & Compliance with Employment Laws

You agree to use the Platform in full compliance with all applicable laws, including employment, anti-discrimination, and equal opportunity laws in the jurisdictions where you operate. You acknowledge that Heartbeat AI is not responsible for any hiring decisions, discrimination, or other legal liabilities arising from your use of the Platform.

By using the Platform, you agree to indemnify, defend, and hold harmless Heartbeat AI, its officers, directors, employees, and affiliates from any claims, damages, penalties, or liabilities, including legal fees arising out of or related to: (i) your hiring practices; (ii) any violation of employment or anti-discrimination laws; or (iii) any alleged unfair treatment of candidates or employees.

09Use of Data for Service Improvement

Customer acknowledges and agrees that Heartbeat AI may process aggregated, anonymised, or de-identified data derived from usage of the Platform, including user behaviour patterns, system interactions, and performance metrics, for the limited purposes of improving service performance, enhancing features, and training internal AI models.

Under no circumstances will personally identifiable information (PII) or candidate-specific data (such as names, resumes, interview responses, or recordings) be used for model training unless: (i) such use is expressly permitted by the Customer in writing; and (ii) appropriate data subject consent has been lawfully obtained, where required by applicable law.

10Hold Harmless Agreement

Customer agrees to indemnify, defend, and hold harmless Heartbeat AI, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or related to:

• Customer's use or misuse of the Platform;
• Any hiring decisions, employment practices, or candidate evaluations made by Customer;
• The collection, processing, or handling of applicant data, including but not limited to video recordings, resumes, interview responses, or assessment results; and
• Any actual or alleged violation of applicable employment, privacy, anti-discrimination, or data protection laws.

Heartbeat AI acts solely as a technology provider and assumes no liability for Customer's internal practices or compliance obligations.

11Accounts

Account Creation

In order to use certain features of the Platform, an account will be created for you by Heartbeat AI (“your Account”), and login credentials will be provided to your designated representative. You represent and warrant that: (a) any additional registration information you provide is truthful and accurate; and (b) you will maintain the accuracy of such information throughout your use of the Platform. You may request deletion of your Account at any time by contacting us. We may suspend or terminate your Account in accordance with the Term and Termination section.

Account Responsibilities

You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities conducted through your account, whether by you or any third party. You may not share, sublicense, or provide access to your account or the Platform to any other party without the prior written consent of Heartbeat AI. You agree to notify Heartbeat AI immediately of any actual or suspected unauthorized use or breach of your account. Heartbeat AI shall not be liable for any loss, damage, or liability arising from your failure to comply with these obligations.

To the extent your account contains or processes personal data, you are responsible for ensuring that such use complies with all applicable data protection laws, including but not limited to GDPR, UK GDPR, NDPA 2023, the Kenya Data Protection Act 2019, CCPA, POPIA, or any applicable data protection laws in your jurisdiction. Heartbeat AI acts as a data processor on your behalf and does not monitor how you share access unless explicitly notified in writing. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

12Payment Terms

Pricing

Access to the Platform may be subject to one of several pricing models, depending on the specific agreement between Heartbeat AI and the Customer. These include:

• Fixed Packages — Predefined bundles of Services (e.g., credits or feature access) sold for a one-time, upfront fee. These packages are activated upon full payment unless otherwise agreed in writing.
• Subscriptions — Recurring access to Services, billed monthly, quarterly, or annually. Subscriptions may auto-renew unless cancelled in accordance with the applicable cancellation terms.
• Pay-as-You-Go — Usage-based billing according to actual consumption (e.g., per screening or feature). Payment for these services may be collected periodically or through pre-funded credits.

The applicable pricing model, scope of Services, and payment schedule will be detailed in the relevant invoice, order form, or written agreement. You are responsible for keeping your billing and contact information accurate and up to date. All fees are non-refundable unless expressly stated otherwise in a separate written agreement.

Payment Information; Taxes

In connection with your use of the Platform, you agree to provide complete and accurate billing information. Access to the Services will be provided according to the agreed pricing model (fixed packages, subscriptions, or pay-as-you-go) as outlined in the applicable order form, invoice, or Service package terms. Payment for fixed packages is due upon receipt of the invoice. Subscription fees are due at the start of each billing cycle, and pay-as-you-go charges will be billed periodically or as specified. You are responsible for all charges incurred, including taxes, duties, or levies, in connection with your use of the Services, excluding taxes based on our net income. All amounts payable are exclusive of any such taxes unless expressly stated otherwise.

Failure to make timely payment within seven (7) days of the invoice due date may result in the suspension or termination of access to the Platform or Services.

No Refunds

All purchases made for or through the Platform, or by invoice, are final and non-refundable. Once a transaction is completed, the Customer is not entitled to any refund, credit, or adjustment, regardless of usage, unless otherwise agreed to in writing by Heartbeat AI. This includes but is not limited to partial use, non-use, or dissatisfaction with the Services.

13Cancellation

You may cancel your Account or any paid Service at any time by following the cancellation instructions in your Account settings. For Services provided under an automatically renewing subscription, cancellation will take effect at the end of the then-current billing cycle. To avoid being charged for the next billing cycle, cancellation must be completed at least five (5) days prior to the end of the current cycle. Cancellation requests submitted after that window may not prevent the next scheduled charge.

If you purchased a prepaid package (e.g., a fixed number of credits), canceling your Account will not entitle you to a refund or credit for any unused Services. All such packages are non-refundable unless otherwise agreed to in writing by Heartbeat AI. No refunds or credits will be issued for early cancellation, partial use, or non-use of Services.

Chargebacks

If you have a dispute concerning any payment transaction, please contact us at connect@heartbeat365.com. If, at any time, you contact your bank or credit card company to reject the charge of any payable fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Platform. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your Customer Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, you must pay Heartbeat AI upon demand for amounts owed under these Terms, plus interest on the outstanding amount at the lesser of one percent (1%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law.

14Rights & Licenses

License to Use Platform

We grant you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for your internal business purposes related to candidate evaluation, recruitment, or hiring.

You agree that you shall not:

• Copy, reproduce, modify, distribute, sell, lease, or sublicense the Platform or any portion of it;
• Resell or offer the Platform or its output (including screened resumes results, Resume verification results, interview results, scores, or reports) to any third party without a separate, written resale agreement explicitly authorized and signed by Heartbeat AI;
• Use the Platform to provide services on behalf of third parties (e.g., as a recruitment or assessment bureau) without our prior written consent;
• Permit any unauthorized party to access or use the Platform;
• Use the Platform in violation of any applicable laws, including employment, data protection, or anti-discrimination laws.

All rights not expressly granted herein are reserved by Heartbeat AI.

15Ownership & Use Restrictions

Ownership

All intellectual property, trade secrets, and proprietary rights in and to the Platform and Services remain the sole and exclusive property of Heartbeat AI. Nothing in these Terms shall be construed as transferring any ownership rights to you or any third party. All rights not expressly granted herein are reserved.

Use Restrictions

The rights granted to you under these Terms are subject to the following restrictions. You shall not:

• License, sell, rent, resell, sublicense, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform or any part of it, except as expressly permitted under a separate written agreement signed by Heartbeat AI;
• Copy, modify, create derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Platform or Services;
• Access or use the Platform to develop or offer any competing product or service;
• Conduct demonstrations, trials, benchmarking, or performance testing of the Platform without prior written approval;
• Grant or facilitate access to the Platform or Services beyond the scope, term, and user authorization specified, including use by any third party;
• Remove, obscure, or alter any proprietary rights notices (including copyright or trademark notices);
• Speak on behalf of, represent, or bind Heartbeat AI in any manner or for any purpose, including making any statements, representations, or warranties, or entering into any agreements or commitments on behalf of Heartbeat AI;
• Act as an agent or representative of Heartbeat AI in any capacity, nor create, issue, or receive any communications or materials that imply such a role without prior written approval from Heartbeat AI;
• Use Heartbeat AI's name, logo, or brand for any purpose without express prior written consent.

Any unauthorized activity shall constitute a material breach, entitling Heartbeat AI to terminate access and pursue all applicable legal remedies.

16Data Processing & Legal Compliance

Customer Responsibilities

You acknowledge and agree that you are solely responsible for informing all end users, including job applicants, candidates, or individuals whose data is processed through the Platform, that:

• Their personal data (including but not limited to resumes, interview responses, audio or video recordings, transcripts, assessment results, and metadata) will be processed using AI-powered tools and third-party technologies operated by Heartbeat AI on your behalf;
• Such data may be transferred to, processed in, or stored in jurisdictions outside their country of residence;
• You, as the data controller, are solely responsible for obtaining all required consents, providing legally required privacy notices, and ensuring your use of the Platform complies with all applicable data protection and privacy laws, including but not limited to GDPR, UK GDPR, NDPA 2023, CCPA, POPIA, Kenya DPA 2019, and other applicable local legislation.

Heartbeat AI acts solely as a data processor on your behalf and assumes no responsibility for your compliance with applicable laws. You agree to indemnify and hold Heartbeat AI harmless from any claims, fines, or legal actions arising from your failure to meet these obligations. This responsibility includes any access you grant to third parties.

17Customer Content

“Customer Content” means any and all data, information, and content that you, as the Customer, submit to or upload onto the Platform, including but not limited to job descriptions, branding assets, candidate data, annotations, and user-generated input. You retain ownership of your Customer Content. However, by submitting or uploading Customer Content to the Platform, you grant Heartbeat AI a limited, non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, display, perform, modify (for formatting or technical purposes), and distribute such Customer Content solely for the purpose of operating, maintaining, and improving the Services.

You represent and warrant that:

• You have all necessary rights, licenses, and consents to submit the Customer Content and to grant the license above;
• Your Customer Content does not infringe or violate any third-party rights, including copyrights, trademarks, trade secrets, privacy rights, or publicity rights;
• You will not upload or transmit any Customer Content that violates applicable laws, including employment, anti-discrimination, and data protection laws;
• You are solely responsible for all activity that occurs under your account and for all Customer Content submitted through it.

You acknowledge and agree that:

• Heartbeat AI does not claim ownership of your Customer Content;
• Heartbeat AI may, at its sole discretion, review and remove any Customer Content from the Platform if it determines that such content violates these Terms, applicable law, or poses a risk to the Platform;
• Heartbeat AI does not pre-screen all Customer Content, but may use automated tools or manual processes to monitor content usage in accordance with applicable law and internal policies;
• You are solely responsible for any liability, damages, or loss arising from your Customer Content or its use, misuse, or display.

Waiver of Moral Rights

To the fullest extent permitted by applicable law, you waive (and agree to cause to be waived) any moral rights or rights of attribution with respect to your Customer Content.

License

You grant, and represent and warrant that you have the right to grant, to Heartbeat AI a non-exclusive, irrevocable, worldwide, royalty-free, and fully paid license to host, store, reproduce, display, process, and use your Customer Content solely for the purpose of providing, operating, supporting, and improving the Platform and Services. This includes, without limitation, screening resumes, generating assessments, enabling interviews, and maintaining platform functionality.

You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Content.

18Marketing & Publicity Rights

You grant Heartbeat AI a limited, non-exclusive, worldwide, royalty-free right to use your name, logo, and publicly available brand assets solely for marketing and promotional purposes, including listing you as a Customer on our website, in sales presentations, investor materials, and social media. If you prefer not to be publicly listed, you may opt out at any time by providing written notice to connect@heartbeat365.com.

19Acceptable Use Policy

Your permission to use the Platform is conditioned upon the following restrictions. You agree that you will not under any circumstances:

• Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
• Use the service for any unlawful purpose or for the promotion of illegal activities;
• Harass, abuse, or harm another person or group;
• Use another Customer's account without permission;
• Provide false or inaccurate information or impersonate another person when registering an account;
• Interfere or attempt to interfere with the proper functioning of the Service;
• Make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• Use the Platform or any of its contents to advertise or solicit, for any commercial purpose or to compete, directly or indirectly, with our Service;
• Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
• Publish or link to malicious content intended to damage or disrupt another Customer's browser or computer;
• Upload, share, or transmit any malicious files (including viruses, malware, or harmful scripts) that could harm the Platform, our customers, or disrupt services.

In the event of any breach of the above restrictions, you agree to indemnify and hold Heartbeat AI harmless from any damages, costs, or legal fees arising from your actions, including the cost of investigating and mitigating the breach, restoring platform security, and any related legal fines or penalties.

20Breach & Financial Remediation

In the event that any breach of the above restrictions occurs, including but not limited to the posting of malicious content or the uploading of harmful files (e.g., malware, viruses, or other data-corrupting content), you agree to indemnify and hold Heartbeat AI harmless from any damages, costs, or legal fees arising from your actions or failure to comply with the above restrictions. This includes, but is not limited to:

• The cost of investigating and mitigating the breach;
• Any legal fees and fines incurred due to the breach;
• Costs associated with restoring platform security and services;
• Financial damages related to the breach.

You also acknowledge that Heartbeat AI may take necessary actions, including suspending or terminating your account, if any of these actions occur, and you will remain liable for any damages incurred by Heartbeat AI as a result of your breach.

21Feedback

If you provide us any feedback or suggestions regarding the Platform (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

22Maintenance, Updates & Discontinuance

From time to time, Heartbeat AI may update, modify, expand, or improve the Platform to enhance its functionality and performance. We may also, at any time and without prior notice, choose to disable certain features, suspend access, or cease operation of part or all of the Platform. Your use of the Platform does not guarantee the ongoing availability of any particular features or functionality.

Any modifications or discontinuation of the Platform or specific features will be determined at our sole discretion and without any obligation or liability to you. Heartbeat AI may, at any time, suspend, limit, or discontinue access to content, features, or online servers associated with the Platform for reasons including maintenance, upgrades, or service changes, without notice or liability.

23Indemnity

You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform and the Services, (b) your Customer Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent.

24Links to Other Platforms & Materials

Third-Party Sites and Content

As part of the Service, we may provide links to third-party websites or content. We have no control over third-party sites and their content, promotions, goods, or services. If you choose to access third-party sites or install third-party content, you do so at your own risk and those sites' terms and policies will apply, not ours.

Links to Our Platform

You are permitted to link to our Platform for non-commercial purposes, provided that you do so in a way that is fair, legal, and does not damage our reputation. You may not link to our Platform in a way that suggests any form of association, approval, or endorsement without our express written consent.

25Release

You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other service Customers or Third-Party Sites, and Third-Party Content, and any third-party service provider that processes your data.

YOU KNOWINGLY AND VOLUNTARILY WAIVE ANY PROTECTION THAT YOU MIGHT HAVE BY VIRTUE OF ANY LAW OR STATUTE PROVIDING THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY IT, WOULD HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE RELEASED PARTY.

26Disclaimers

THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (d) WILL BE TO YOUR SATISFACTION.

Heartbeat AI makes no representation that the Platform is appropriate or available for use in every jurisdiction. You are responsible for compliance with all local laws applicable to your use of the Platform wherever you are located. Access to the Platform from jurisdictions where such access is illegal is prohibited.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

27Limitation on Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNTS YOU HAVE PAID HEARTBEAT AI IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

28Intellectual Property & Copyright Policy

Heartbeat AI respects the intellectual property rights of others and expects Customers to do the same. We have adopted and implemented a policy that provides for the removal of any infringing materials and, where appropriate, the suspension or termination of access for repeat infringers.

If you believe that content on our Platform infringes your copyright or other intellectual property rights, please send a written notice to our designated IP contact including:

• Your physical or electronic signature;
• Identification of the copyrighted work or intellectual property you claim has been infringed;
• Identification of the material on our Services you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material is not authorised by the rights owner, its agent, or applicable law;
• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are the rights owner or are authorised to act on behalf of the rights owner.

For notices relating to US copyright law, please note that any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney fees incurred in connection with the written notification and allegation of infringement, pursuant to 17 U.S.C. § 512(f).

29Counter Notice Procedures

If you receive a notification from Heartbeat AI that material you made available on or through the Platform has been subject to an infringement claim, you may provide a Counter Notice in writing to our IP contact. To be effective, a Counter Notice must include:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before removal;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification;
• Your name, address, telephone number, and email address;
• A statement that you consent to the jurisdiction of a competent court in your country of residence (or, if outside Nigeria, any competent court with jurisdiction over Heartbeat AI) for any dispute arising from the removal, and that you will accept service of process from the person who submitted the original notice or their agent.

30Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. This choice of governing law does not prevent you from benefiting from any mandatory protections afforded to consumers or data subjects under the laws of your country of residence.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be subject to good-faith negotiations between the parties for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, it shall be finally settled by binding arbitration under the Arbitration and Conciliation Act (as amended) of Nigeria, with the seat of arbitration in Lagos, Nigeria, conducted in the English language. Either party may seek emergency or interim injunctive relief from a court of competent jurisdiction without waiving the right to arbitrate.

Notwithstanding the above, nothing in this section limits any rights you may have under applicable consumer protection or data protection laws in your jurisdiction.

31Term & Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may (a) suspend your rights to use the Platform and/or Services (including your Account) or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of these Terms, your Account and right to access and use the Platform will terminate immediately.

You understand that any termination of your Account involves deletion of your Customer Content from our live databases. We will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of your Customer Content. Upon termination of these Terms, all provisions of these Terms shall terminate except those that by their nature should survive.

32General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms or written agreements, constitute the entire agreement between you and Heartbeat AI regarding your use of the Platform and supersede any prior agreements.

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without restriction.

Changes to Terms

We reserve the right to modify these Terms at any time. We will provide at least fourteen (14) days' notice of material changes via email or prominent notice on the Platform. Your continued use of the Platform after such notice constitutes acceptance of the updated Terms.

Contact

For questions about these Terms, please contact us at: connect@heartbeat365.com.