Terms of Service

Heartbeat AI Inc. – Terms of Service

Last Updated: June 22, 2021

Thank you for your interest in Heartbeat AI. This Terms of Service document is an integral part of the legal agreement (“Agreement”) between your business (“you” or “your”) and Heartbeat AI (“Heartbeat,” “we,” “us,” or “our”).

The Agreement covers the terms and conditions under which you use the Heartbeat website (the “Site”) and Heartbeat’s service of providing data via the site described in Section 2 below (the “Service”).

By accessing or using our Service, you acknowledge that you have read these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference, as may be amended from time to time. These Terms shall govern any and all kind of use and features offered via the Services as may become available from to time to time. You agree to be bound by these Terms and to fully comply with them.

If you do not agree to any of the Terms you should immediately stop using the Site and Service. In this case, you may not access or use the Site or Service in any manner whatsoever.

1. DISPUTES WILL BE ARBITRATED; NO CLASS ACTIONS.

YOU ACKNOWLEDGE THAT THIS AGREEMENT, IN SECTION 19 BELOW, CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES BETWEEN YOU AND HEARTBEAT. EXCEPT FOR LIMITED EXCEPTIONS, THIS AGREEMENT TO ARBITRATION REQUIRES THAT DISPUTES BETWEEN YOU AND HEARTBEAT BE SUBMITTED TO BINDING AND FINAL ARBITRATION. THIS AGREEMENT TO ARBITRATE COVERS CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU ENTERED INTO THIS AGREEMENT WITH HEARTBEAT. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST HEARTBEAT ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND YOU ARE WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS.

2. The Service; Eligibility for Enrollment; Independent Status.

  • a. Heartbeat’s Service allows users to find the direct contact information of healthcare and medical professionals in the United States. This contact information (“Data”) consists of email addresses, direct telephone numbers, cell/mobile phone numbers, fax numbers, and postal addresses to the extent available to Heartbeat.
  • b. The Data provided by Heartbeat may also include other information about a healthcare or medical professional, such as specialties, credential obtained, years of experience, whether the professional is a sole proprietor, states in which the professional is licensed, gender, information about pharmaceuticals provided and supplier relationships, education, year graduated, and license number. Please note that the Service may not be able to provide all of these categories of Data for each professional from the Service.
  • c. The Service also includes features to search for professionals, browse the Heartbeat database of professionals, create lists of professionals in bulk, manage lists of professionals, generate reports, export contacts, enrich existing contact lists, integrate with third party tools, and an API.
  • d. If you opted to receive the Swordfish service or the Google Chrome extension in addition to the Heartbeat Service, the Swordfish service and Chrome extension are governed by the Swordfish terms of service at https://swordfish.ai/terms rather than these Terms.
  • e. Heartbeat will provide the Service to you during the term of this Agreement. PLEASE NOTE: YOU ARE ENTITLED TO USE THE DATA FROM HEARTBEAT ONLY DURING THE TERM OF THE AGREEMENT. YOU MUST DELETE THE DATA YOU RECEIVE FROM HEARTBEAT WHEN THIS AGREEMENT EXPIRES OR IS TERMINATED.
  • f. You have the nonexclusive right to use, copy, and disclose the Data you receive from the Service during the term of this Agreement.
  • g. Use of the Heartbeat Service is void where prohibited.
  • h. To become a user of the Service:
    • i. A user must be an authorized representative of your business
    • ii. A user must be at least 18 years of age, and
    • iii. You and your business must not be barred from doing business with Heartbeat because of sanctions maintained by the U.S. government against countries, businesses, or individuals.
  • i. Heartbeat is entitled to identify your business as a customer of Heartbeat, including but not limited to using your business name and any logo in its customer list, Site, blog, social media pages, or any other marketing or promotional materials of any kind.
  • j. Heartbeat and its employees or contractors shall perform the provisions of this Agreement as independent contractors and shall not be considered agents of your business, nor shall Heartbeat’s employees or contractors be considered employees of your business. Nothing contained in this Agreement shall be construed to (i) constitute the parties as “partners” within the meaning of the law of partnership, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

3. Fees

You agree to pay the then-current fees for the Service listed in your Agreement with Heartbeat in accordance with the terms of the Agreement. Fees entitle you to a certain number of credits. These credits which will enable you to obtain information regarding professional profiles you seek. Each credit you purchase allows you to receive information which relates to a single professional profile.

4. Privacy

This Agreement and your use of the Site and Service are subject to the Heartbeat Privacy Policy, which is incorporated by reference in this Agreement.

5. Support

Although Heartbeat seeks to maximize the availability of the Site and Service, on behalf of your business, you acknowledge that the Site or Service may be unavailable if Heartbeat or its service providers are maintaining or upgrading the Site or Service, or if other Site or Service outages occur. Heartbeat cannot guarantee that the Site and Service will be available 100% of the time. We test frequent updates, maintenance, error correction and additional means in order to improve the Service. Heartbeat will provide reasonable support for the Site and Service by email but has no obligation to provide any other support.

6. Your Account

You must maintain the security of your password, and must not share account access with anyone else. You must also inform Heartbeat immediately by email sent to support@heartbeat.ai, if you have reason to believe that the security of your password has been compromised. You must update your account to make sure Heartbeat always has accurate, current, and complete account information from you. You acknowledge you are responsible for all activities taken using your account.

7. Additional Requirements. You must:

  • a. Provide us accurate and truthful information upon the enrollment process and all other content which is shared by you when using our Services, and you will promptly update any information or content provided by you that subsequently becomes inaccurate, incomplete, misleading or false.
  • b. Comply with all applicable laws, including data privacy and security laws and laws governing unsolicited electronic communications, including but not limited to the CAN-SPAM Act
  • c. Provide a means for professionals included within the Data you receive to opt out of any communications you send them; and
  • d. Be responsible for taking reasonable measures to ensure that Data or other information obtained from the Service or other users, if contaminated or infected with malicious software, will not damage your information or systems.

8. Prohibited Conduct. You must not:

  • a. Violate or infringe in any way upon the safety or security of others;
  • b. Engage in any conduct that is threatening, abusive, defamatory, invasive of privacy or publicity rights, or otherwise objectionable;
  • c. Engage in any conduct that violates applicable law or any rights of any third party, including without limitation any right of privacy or publicity;
  • d. Use the Service to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment, or a government license or benefit, or any other purpose governed by the Fair Credit Reporting Act;
  • e. Encouraging conduct that would constitute a criminal offense of civil wrong;
  • f. Engage in conduct that gives rise to civil liability;
  • g. Obtain or attempt to obtain unauthorized access to the accounts of other users or to Heartbeat’s servers;
  • h. Impersonate another user or attempt to do so;
  • i. Collect information using any automated means (such as bots or scrapers) without our prior written permission;
  • j. Harvest or collect Data for the purpose of creating a database of information, posting or publishing it elsewhere, or offering the Data to your customers via your own API or as a service bureau or outsource offering;
  • k. Use the Data to communicate unwanted or unauthorized advertisements, solicitations, or mass mailing, including but not limited to, communications commonly known as spam, spim, junk mail, or chain letters;
  • l. Engage in conduct on the Site or with the Service constituting a breach of, or threat to, the security of the Site or Service, including but not limited to transmitting or injecting any electronic information, code, or instructions software designed to damage or disrupt a system, such as a virus, worm, or Trojan Horse; or
  • m. Engage in conduct that Heartbeat believes, in its sole judgment and discretion, threatens the security of the Site, the Service, the systems of other users, or any professionals within Heartbeat’s database, or otherwise restricts or inhibits any other user from using or enjoying the Service.

9. Intellectual Property Rights

“Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, the Site, the Service, the Data, the software used to provide the Service, or other technology or works, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; authors’ rights; and trademarks, service marks, trade names, product names, and brand names. The Site, the Service, the Data, and the software used to provide the Service (collectively, “Heartbeat Materials”) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Heartbeat owns all right, title, and interest in and to the Heartbeat Materials, and all Intellectual Property Rights in the Heartbeat Materials shall remain the sole and exclusive property of Heartbeat and its licensors. Except for the usage rights you have in the Service during the term of the Agreement, all rights are reserved by Heartbeat. This Agreement does not grant you any rights in connection with any trademarks or service marks of Heartbeat.

10. Heartbeat Warranties

  • a. Heartbeat warrants that the Service delivered by the Site meets all of Heartbeat’s published descriptions and specifications of the Service in all material respects.
  • b. Heartbeat offers a 100% satisfaction money back guarantee on its Service, subject to the terms and conditions of this subsection (b). You may exercise your rights under this guarantee and obtain a refund of fees paid by you to Heartbeat by providing notice to Heartbeat, and such notice will have the effect of terminating the Agreement. In order to qualify for the money back guarantee:
    • i. You must provide a notice that you are exercising your rights under this guarantee within 100 days following the effective date of this Agreement;
    • ii. You must cease all use of the Service 90 days following the effective date of this Agreement;
    • iii. Each of your users registered to use the Service must have used at least 200 credits but no more than 400 credits in the 90 days following the effective date of the Agreement; and
    • iv. Each of your registered users must have had a scheduled training session with a Heartbeat customer success manager.
    The failure to meet any one of the above conditions means that you are not entitled to a refund under this subsection (b).

11. GENERAL DISCLAIMER OF WARRANTY

YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND SERVICE ARE AT YOUR OWN SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU CAUSE BY YOUR USE OF THE SITE OR SERVICE. EXCEPT AS WARRANTED IN SECTION 10, THE SITE, SERVICE, AND DATA ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEARTBEAT AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR DETERMINING THAT THE SITE AND SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOU NEED, AND HEARTBEAT DISCLAIMS ANY SUCH RESPONSIBILITY. HEARTBEAT MAKES NO WARRANTY THAT THE SITE AND SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE HEARTBEAT DATA WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

12. DISCLAIMER REGARDING LOCAL LAW

THIS AGREEMENT AND THE SERVICE ARE SUBJECT TO APPLICABLE LAW. YOU MUST NOT USE THE SITE OR SERVICE TO THE EXTENT THEY, OR ANY ASPECTS OF THE SERVICE, ARE PROHIBITED BY APPLICABLE LAW.

13. OTHER SPECIFIC DISCLAIMERS.

  • a. HEARTBEAT DISCLAIMS ANY WARRANTIES CONCERNING THE ACCURACY, SECURITY, USFULNESS, INTEROPERABILITY, OR CONTENT OF THE SERVICE.
  • b. YOU ACKNOWELDGE AND AGREE THAT WHILE HEARTBEAT OBTAINS DATA FROM OFFICIAL SOURCES THAT IS UPDATED FROM TIME TO TIME, ANY DATA YOU RECEIVE FROM THE SERVICE MAY NOT INCLUDE THE MOST CURRENT INFORMATION DUE TO CHANGES IN A PROFESSIONAL’S CONTACT INFORMATION, CHANGES IN LICENSURE STATUS, AND OTHER CHANGES TO THE PROFESSIONAL’S STATUS.
  • c. YOU ACKNOWLEDGE AND AGREE THAT LICENSING INFORMATION IN THE DATA MAY NOT BE UP TO DATE AND MAY CONTAIN ERRORS. IF LICENSURE IS CRITICAL FOR YOUR ACTIVITIES, YOU MUST VERIFY A PROFESSIONAL’S LICENSURE STATUS BEFORE TAKING ACTION BASED ON DATA FROM HEARTBEAT. HEARTBEAT IS NOT A SUBSTITUTE FOR A SERVICE THAT CONFIRMS LICENSURE STATUS OF PROFESSSIONALS.
  • d. YOU ACKNOWLEDGE AND AGREE THAT IF YOU MAKE A RECRUITMENT OR HIRING DECISION BASED ON HEARTBEAT DATA:
    • i. YOU ARE ULTIMATELY RESPONSIBLE FOR EXERCISING JUDGMENT AS TO WHETHER A PROFESSIONAL IS COMPETENT, FIT, OR APPROPRIATE FOR ANY PARTICULAR ROLE, POSITION, OR ACTIVITY,
    • ii. A PROFESSIONAL’S LICENSURE DOES NOT GUARANTEE SUCH COMPETENCE, FITNESS, OR APPROPRIATENESS, AND
    • iii. INFORMATION ABOUT LICENSURE IN THE DATA IS NO SUBSTITUTE FOR YOUR JUDGMENT.

14. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WHATSOEVER SHALL HEARTBEAT OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY, FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; WRONGFUL DEATH OR ANY BODILY INJURY; LOST PROFITS; LOST DATA; LOST SAVINGS; OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF HEARTBEAT OR ONE OF ITS LICENSORS OR VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL HEARTBEAT’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT OR THE HEARTBEAT MATERIALS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE AMOUNTS YOU PAID OR OWED TO HEARTBEAT IN THE PRECEDING 12-MONTH PERIOD. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

15. Claims

“Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).

16. Indemnity

You must indemnify, hold harmless, and defend Heartbeat and any parent, subsidiary, or affiliate of Heartbeat, as well as any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all Claims and any judgment, civil money penalties, fines, or settlement disbursements awarded against or incurred by any of them, as a result of or arising from:

  • a. Your breach of any warranty or provision in this Agreement or any false representation;
  • b. Any violation of any third party rights, including without limitation any copyright, property, or privacy right;
  • c. Any violation of law by you, including but not limited to any privacy law, any data security law, or any law regarding unsolicited electronic communications; or
  • d. Third party allegations against one or more Indemnified Party relating to your use of the Site or Service, or your acts or omissions during your use of the Site or Service.

17. Termination

  • a. In addition to your termination rights under Section 10(b), you may terminate this Agreement for convenience at any time by providing at least 90 days’ advance written notice to Heartbeat at support@heartbeat.ai. Fees continue to be due and owing under Section 3 until the effective date of termination.
  • b. In addition, Heartbeat shall be entitled to terminate this Agreement upon notifying you at any time, for any or no reason, with or without prior notice or explanation, and without liability.
  • c. Without limiting the generality of Subsection (b), Heartbeat is entitled to suspend your account or terminate this Agreement if Heartbeat has reason to believe you has violated any term of this Agreement, you have breached any warranty in this Agreement, or any representation you have made is false. We may, but shall be under no obligation to, provide you a warning prior to suspension or termination of this Agreement.
  • d. After expiration termination of this Agreement, you must stop using the Site and Service and you must return to Heartbeat. This Subsection and Sections 1, 2(j), 3, 4, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17(d), 18, 19, and 21 shall survive the termination or expiration of this Agreement.
  • e. AFTER EXPIRATION OR TERMINATION OF THIS AGREEMENT, YOU MUST DESTROY ALL COPIES OF DATA RECEIVED FROM HEARTBEAT UNDER THE AGREEMENT.
  • f. After the complete return or destruction of Data under Subsection (e), you must complete and promptly return to Heartbeat its then-current standard termination certificate attesting under penalty of perjury that:
    • i. You have deleted all copies of the Data you received from Heartbeat under the Agreement that is within your possession, custody, or control;
    • ii. You have instructed your vendors and contractors to delete all copies of Data you received from Heartbeat that they have received, maintained, or transmitted on your behalf; and
    • iii. You have requested all other recipients of Data from Heartbeat to delete all copies of Data received from Heartbeat.

18. Notices

  • a. Heartbeat, as an online business, transacts with its users electronically. When you sign up for the Service, you consent to receive electronic communication from us including without limitation any privacy or other notices, agreements, disclosures, reports, documents, communications, or other records (collectively, “Notices”). You agree that generally, we can send you Notices in either or both of the following ways: (i) to the e-mail address that you provided to us during registration or (ii) on a welcoming screen or top page of the relevant Heartbeat Service. The delivery of any Notices from Heartbeat is effective when sent by us.
  • b. All Notices required or permitted under this Agreement shall be in writing by email and sent to the following address regardless of whether you read the Notice when you receive it or whether you actually receive its delivery:

If to you: To your email address of record

If to Heartbeat: To support@heartbeat.ai

A notice is deemed given the business day after it is emailed.

19. Agreement to Arbitrate.

  • a. ANY DISPUTE, CLAIM, OR CONTROVERSY (collectively, “Claims”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE OR THE SERVICE, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THE AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH CLAIMS. Arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, NY U.S.A. The language of the arbitration shall be English.
  • b. Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.
  • c. Nothing in this Agreement shall be construed to preclude a party from seeking injunctive relief, damages, or other relief based on a breach of Section 9, or an infringement of a party’s Intellectual Property Rights.
  • d. Except for small claims court suits permitted under Subsection (b), the parties irrevocably consent to the jurisdiction of the federal and state courts located in New York, NY U.S.A. for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement or brought by party arising out of or relating to such Intellectual Property Rights or a breach of Section 9.
  • e. To the maximum extent permitted by applicable law, each party agrees to waive the right to trial by jury, each party agrees that no arbitration or claim under this Agreement shall be joined with any other arbitration or claim, no class arbitration proceedings shall occur, and each party waives any rights to class arbitration.
  • f. The arbitrator's award will state the essential findings of fact and conclusions or law upon which the arbitrator based the award. The arbitrator’s award of damages must be consistent with Section 14, which limits the categories and amounts of damages for which a party may be liable. The arbitrator will have the authority to award attorney's fees to the prevailing party in the arbitration award.
  • g. The parties may vary the dispute resolution procedures in this section by a later written agreement.
  • h. You are entitled to opt out of the terms of this Agreement to Arbitrate in this Section 19 or any amendment to this Section 19 by sending a written notice to Heartbeat at support@heartbeat.ai within thirty days after first becoming subject to this Agreement to Arbitrate in Section 19 or any amendment of it under Section 19. Opting out of an amended version of this Agreement to Arbitrate does not affect your agreement to arbitrate disputes under this Section 19 before the date Heartbeat receives your opt out notice. You must provide a contact name, email address associated with your account, postal address, and username. Opting out of the Agreement to Arbitrate in this Section 19 shall not affect any other section of this Agreement.

20. Changes to the Terms.

  • a. We reserve the right (but we are under no obligation) to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Service or any portion of the Service (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging aspects of the Service. We will notify you of any material change via the Site or Service, in Heartbeat’s discretion, by sending you an email notification, or by any other form prior to those material changes becoming effective. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms.
  • b. Your continued use of the Service, following any such revisions, constitutes your complete and irrevocable acceptance of such Changes. If you do not agree with the new/modified Terms, your sole remedy is to discontinue using the Service and cancel your registration. Each time you use the Service, you reaffirm your acceptance of the then-current Terms of Service. If you do not wish to be bound by these Terms, you may discontinue using the Service.

21. Force Majeure

Heartbeat will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events and that are beyond its reasonable control, including but not limited to, an act of God, strike, blockade, war, act of terrorism, riot, governmental action, earthquake, flood, hurricane, tsunami, other natural disaster, epidemic or pandemic, or failure or diminishment of power, telecommunications, the Internet, or other data networks or services.

22. Miscellaneous

This Agreement shall be governed by the internal laws of the State of New York without giving effect to its conflicts of laws principles. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you or other representative on behalf of you and an authorized representative of Heartbeat. The failure or delay of us to exercise or enforce any rights or provision of this Agreement does not constitute a waiver of such right or provision. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. Heartbeat may assign this Agreement any successor in interest. You may not assign this Agreement or delegate its duties under this Agreement. This Agreement will be binding upon, and inure to the benefit of Heartbeat, you, and their respective permitted successors and assigns, as well as the heirs and representatives of your owner if you are a sole proprietorship.