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Terms of Use

Last Updated: 02/12/2025

These Terms of Use ("Terms") constitute a legally binding agreement between you ("Provider," "you," or "your") and Heartful Sprout Inc. and its affiliates or assigns (collectively, "Company," "we," "us" or "our"). By accessing our online platforms through which services may be provided (the "Platform"), you signify that you have read, understand, and agree to be bound by these Terms. The Platform may be accessible via websites or applications, whether owned and/or operated by us or third parties, including without limitation, through our website at http://www.heartfulsprout.com and any of our related applications. Please read these Terms carefully. You should print a copy of these Terms for your records.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE "ARBITRATION PROVISION AND CLASS ACTION WAIVER" SECTION BELOW, AND UNLESS YOU OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY OR OTHER PARTIES DESCRIBED HEREIN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

1. You Agree to Our Privacy Policy 

Our Privacy Policy is incorporated by reference into these Terms. By using the Platform, you are consenting to and agreeing to be bound by the Privacy Policy. You acknowledge that the Privacy Policy describes how we collect, use, process and share Personal Information and Protected Health Information (as defined under HIPAA) that you may submit or we may collect in connection with your use of the Platform.

2. Platform Services

The Platform provides healthcare providers with tools for nutrition tracking, meal planning, and patient management. When you use the Platform, you consent to receive communications from us electronically via the Platform. You agree to provide accurate, current, and complete information about yourself and your patients when you use the Platform and to update such information while you continue to use the Platform.

3. HIPAA Compliance

You acknowledge and agree that you are a Covered Entity or Business Associate as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"). Company is your Business Associate and will handle Protected Health Information in accordance with the Business Associate Agreement ("BAA") between you and Company, which is incorporated by reference into these Terms. In the event of any conflict between these Terms and the BAA regarding the treatment of Protected Health Information, the BAA shall control.

4. Provider Obligations

You represent and warrant that:

  1. You are duly licensed and authorized to practice medicine or provide healthcare services in the jurisdiction(s) where you treat patients;

  2. You will comply with all applicable laws, regulations, and professional standards, including but not limited to HIPAA, state medical privacy laws, and professional licensing requirements;

  3. You have obtained all necessary consents and authorizations from your patients to share their information with Company through the Platform;

  4. You will maintain appropriate professional liability insurance coverage;

  5. You will use the Platform only for legitimate medical purposes within the scope of your professional practice;

  6. You will not share your account credentials with any other person or entity;

  7. You will immediately notify Company of any unauthorized use of your account or any other security breach;

  8. You will verify the accuracy of any information you input into the Platform;

  9. You acknowledge that the Platform is a tool to assist your professional judgment and not a substitute for your independent medical decision-making.

5. Changes

You are responsible for reviewing these Terms regularly. Company reserves the right, at any time, and in its sole discretion, to modify or discontinue the Platform, these Terms, or any Company policies related to use of the Platform. Revisions to these Terms or Company's policies may be provided through the Platform, including by posting the revisions on the Platform and updating the "Last Updated" date. Such revisions will go into immediate effect once posted to the Platform. Continued use of the Platform, maintaining your account, or not actively terminating your relationship with us following such modifications to the Platform, these Terms, additional terms and conditions for any service, or other Company policies will constitute your acceptance of such modifications and revisions.

6. Eligibility

You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Platform; (c) do not have more than one account at any given time for the Platform; (d) will only provide us with true, accurate, current and complete information if you register for an account—if we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Platform (or any portion thereof); and (e) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.

7. Account Registration and Security

You must register for an account to access the Platform. During registration, you will be required to provide certain information and create login credentials. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Company of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss or damage arising from your failure to protect your account credentials.

You agree that all information you provide during registration and in all other communications with Company will be true, accurate, current, and complete. You acknowledge that any false, inaccurate, or incomplete information may result in immediate termination of your account and access to the Platform.

8. License Grant and Restrictions

Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business purposes in accordance with these Terms. You shall not:

  1. Copy, modify, or create derivative works of the Platform;

  2. Reverse engineer, decompile, or attempt to discover the source code of the Platform;

  3. Sell, resell, license, sublicense, distribute, or otherwise transfer rights to the Platform;

  4. Remove any proprietary notices from the Platform;

  5. Use the Platform for any unlawful purpose or in violation of any applicable laws;

  6. Interfere with or disrupt the integrity or performance of the Platform;

  7. Attempt to gain unauthorized access to the Platform or its related systems or networks.

9. Data Rights and Usage

You retain all rights to the patient data you input into the Platform. You hereby grant Company a non-exclusive, worldwide, royalty-free license to use, copy, transmit, and display the patient data solely to provide the Platform services to you and as otherwise permitted by the BAA and applicable law.

You agree that Company may collect and use de-identified data derived from your use of the Platform for purposes of improving the Platform, developing new features and services, and other business purposes, provided that such use complies with HIPAA and other applicable laws. Company will maintain appropriate safeguards for such de-identified data.

You acknowledge that the Company reserves the right to use aggregated, anonymized, and de-identified data collected through the platform from you for the purpose of training and improving its artificial intelligence models and algorithms. This data will be stripped of all personally identifiable information and processed in accordance with HIPAA and other applicable privacy laws and regulations.

10. Fees and Payment

You agree to pay all fees specified in your order form or subscription agreement. Unless otherwise specified:

  1. All fees are quoted in U.S. dollars;

  2. Fees are based on services purchased and not actual usage;

  3. Payment obligations are non-cancelable and fees paid are non-refundable;

  4. Quantities purchased cannot be decreased during the relevant subscription term.

You will provide Company with valid and updated credit card information or other payment method. You authorize Company to charge such credit card or payment method for all services listed in your subscription for the initial subscription term and any renewal subscription term(s).

11. Subscription Term and Renewal

The term of your subscription shall be as specified in your order form. Unless otherwise specified in your order form:

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS EQUAL TO THE EXPIRING SUBSCRIPTION TERM, UNLESS EITHER PARTY GIVES THE OTHER WRITTEN NOTICE OF NON-RENEWAL AT LEAST 30 DAYS BEFORE THE END OF THE RELEVANT SUBSCRIPTION TERM.

The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless Company provides written notice of different pricing at least 60 days prior to the renewal term.

12. Termination

Either party may terminate these Terms upon 30 days' written notice to the other party. Company may terminate or suspend your access to the Platform immediately upon written notice for any breach of these Terms. Upon termination:

  1. Your right to access and use the Platform will immediately terminate;

  2. You will cease all use of the Platform;

  3. You will pay any outstanding fees through the effective date of termination;

  4. Company will make available to you a file of your patient data within 30 days of termination if requested;

  5. Company will delete or destroy all copies of your patient data as required by the BAA, except as required by law or permitted by the BAA.

Termination will not relieve you of the obligation to pay any fees accrued or payable to Company prior to the effective date of termination.

13. Intellectual Property

The Platform and all intellectual property rights therein are and shall remain the exclusive property of Company and its licensors. Nothing in these Terms shall be construed as granting you any right, title, or interest in or to the Platform or any Company intellectual property rights, except for the limited license expressly granted above.

You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform.

14. Confidentiality

Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the terms and conditions of these Terms, business and marketing plans, technology and technical information, product plans and designs, and business processes.

15. Warranties and Disclaimers

Company warrants that the Platform will perform materially in accordance with its documentation. Your exclusive remedy for Company's breach of this warranty will be Company's effort to correct the non-conforming Platform at no additional charge to you.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

16. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF CONFIDENTIALITY OBLIGATIONS OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Indemnification

You will defend, indemnify, and hold Company harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Platform; (b) your breach of these Terms or the BAA; (c) your violation of any applicable law or regulation; or (d) any claim that your use of the Platform infringes or misappropriates any third party's rights.

18. ARBITRATION PROVISION AND CLASS ACTION WAIVER

UYOU AND COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.  OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any dispute between you and Company arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”), will be settled by binding arbitration.

Prior to initiating any arbitration, the initiating party will give the other party at least 60 days advanced written notice of its intent to file for arbitration.  Company will provide such notice by either email to your e-mail address on file with Company or by mail to your mailing address on file with Company and you must provide such notice to Company by email to hello@heartfulsprout.com.

During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes.  Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.  The arbitrator will conduct any arbitration proceedings by telephone or videoconference unless in-person appearances are requested by you or Company and approved by the arbitrator.  Any in-person appearances will be held at a location mutually agreed upon by you and Company, or, in the absence of such agreement, at a location determined by the arbitrator.  The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.  The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.

Company and you agree that any Covered Dispute hereunder will be submitted to arbitration on an individual basis only.  Neither Company nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney action and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis.  If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative or private attorney general arbitration).  These Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 and, where otherwise applicable, by the laws of the Commonwealth of Delaware.

Unless you and Company agree otherwise, in the event that it is determined or these Terms provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court in the United States of America) shall be resolved in the United States District Court for the Northern District of Illinois, and you submit to the personal jurisdiction of that court. If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the Northern District of Illinois for any such claim, then the exclusive forum and venue for any such action shall be the courts of the State of Illinois, and you submit to the personal jurisdiction of that court.

19. General Provisions

These Terms constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by both parties.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the invalid or unenforceable provision will be replaced with a valid provision that best expresses the intent of the original provision.

Neither party may assign any of its rights or obligations hereunder without the other party's written consent, except that either party may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law provisions.

21. Contact Us

If you have any questions regarding the Platform, please contact us at hello@heartfulsprout.com.

Last Updated: 02/12/2025