Terms of service.

1. Privacy

For information about how we collect, use, share, or otherwise process information in connection with the Services, please see our Privacy Policy, which includes important disclosures about how data you and your Clients provide is handled, your and your Clients' choices, and the limited, consent-based and de-identified ways we may use data for analytics and research.

2. No Clinical Services; HIPAA; Security Practices

Not Healthcare; No Covered Entity Relationship. The Services are practice-management and documentation tools for coaches and wellness practitioners. Company is not a healthcare provider, is not engaged in the practice of medicine, psychotherapy, counseling, or any licensed health profession, and does not provide healthcare services. Company does not act as a "business associate" and does not enter into Business Associate Agreements. The Services are not intended to create, receive, maintain, or transmit "protected health information" ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA") on behalf of a HIPAA covered entity, and you agree not to use the Services for that purpose.

Security Practices ("HIPAA-Ready"). Company designs and operates the Services using administrative, technical, and physical safeguards intended to support the handling of sensitive personal information, including practices informed by recognized security frameworks. References to the Services as "HIPAA-ready," "enterprise-grade," or similar describe these security practices only. They do not mean that the Services are "HIPAA compliant," that Company is a HIPAA business associate, or that use of the Services satisfies any legal obligation that applies to you or your practice. You are solely responsible for determining which laws apply to you and for your own compliance.

Your Compliance Responsibility. You are responsible for complying with all laws applicable to your practice and your handling of Client information, including state "consumer health data," privacy, and consumer-protection laws, and for obtaining all consents and providing all disclosures those laws require. See Sections 9 and 10.

3. Scope of Practice; Coaching Is Not Therapy

You represent and warrant that you will use the Services only within the lawful scope of your training, certification, and authorization, and consistent with applicable professional and ethical standards for coaches and wellness practitioners. You acknowledge and agree that:

• Coaching and wellness services provided through use of the Services are not psychotherapy, counseling, clinical, medical, diagnostic, or mental-health treatment services, and are not a substitute for care from a licensed professional;
• You will not use the Services to diagnose, treat, assess the severity of, or claim to cure or remediate any disease, disorder, or mental-health condition;
• You will not represent to any Client or to the public that the Services or your use of them constitute licensed clinical or medical care; and
• If a Client presents indications of a condition or risk that is beyond the scope of coaching (including acute distress, risk of self-harm or harm to others, trauma requiring clinical care, or a suspected mental-health or medical condition), you will not attempt to address it through coaching and will refer the Client to an appropriately licensed professional or emergency services.

You are solely responsible for the services you provide to your Clients and for all decisions you and your Clients make. Company does not direct, supervise, or control your practice.

4. Eligibility

You must be at least 18 years of age to use the Services. If you use the Services on behalf of another person or entity, (a) all references to "you" include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) if you or that person or entity violates these Terms, that person or entity agrees to be responsible to us.

5. Modifications to the Services; Beta Services

We reserve the right, at any time and in our sole discretion, to modify, suspend, or discontinue, temporarily or permanently, any aspect, feature, or functionality of the Services, with or without notice. From time to time we may offer features in beta, preview, or evaluation form ("Beta Services"), which are provided "as is" and "as available," may contain errors, and may be modified or discontinued at any time without notice.

6. User Accounts and Account Security

You may need to register for an account to access some or all of the Services. If you register, you must provide accurate account information and promptly update it if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect unauthorized access. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim to them.

7. Term and Termination

Term. These Terms remain in full force and effect while you access or use the Services. If you have a Subscription (as defined below), its term will be as specified at purchase and will continue until terminated in accordance with these Terms.

Termination by Company. Company may suspend or terminate your access, in whole or in part, at any time, with or without notice, if: (a) you breach these Terms; (b) your use poses a security risk or could adversely impact the Services or any other user or any Client; (c) Company is required to do so by law; or (d) you fail to pay any Fees when due. Company may also discontinue the Services for any reason or no reason.

Termination by You. You may stop using the Services at any time and may cancel a Subscription, effective at the end of your then-current term.

Effect of Termination. Upon termination or expiration: (a) all rights and licenses granted to you terminate, except as expressly provided; (b) you must cease all use of the Services; (c) outstanding Fees become immediately due; and (d) Company may delete or deactivate your account and associated data in accordance with its data-retention practices and the Privacy Policy, except as required by law. Sections 7, 9, 10, 11, 13, 14, 15, 16, 18, 19, and 21 survive termination.

8. Fees and Payment

Third-Party Payment Processor. Company uses Stripe, Inc. and its affiliates as a third-party payment service provider ("Third-Party Service Provider"). If you make a purchase, you will provide payment details directly to the Third-Party Service Provider, and you agree to be bound by Stripe's Privacy Policy and Terms. You authorize Company and Stripe to share information and payment instructions with third parties to facilitate payment processing. Company is not responsible if your card issuer declines authorization.

Fees and Billing. You agree to pay all fees and charges ("Fees") under the pricing and billing terms in effect when they become due. By providing payment information, you authorize Company and the Third-Party Service Provider to charge your designated payment method for all Fees due without additional notice or consent except as required by law. You agree to maintain accurate payment information. Except as expressly set forth in these Terms, all Fees are non-refundable.

Subscriptions; Automatic Renewal. If you purchase time-limited access (a "Subscription"), Fees are billed at the start of the Subscription and thereafter at the selected intervals. Unless otherwise specified, Subscriptions automatically renew for successive terms equal to the initial term at Company's then-current rates unless canceled in accordance with these Terms. You authorize Company (and its Third-Party Service Provider) to charge your payment method at the beginning of each term without further notice except as required by law. Company may change pricing upon notice; if you do not agree, you may cancel before the next renewal.

Subscription Cancellation. You may cancel at any time by logging into your account and following the cancellation instructions. Cancellation is effective at the end of your then-current billing period, and you will retain access to Subscription features through the remainder of that term.

Taxes. Fees do not include sales tax that may be due. If Company determines it must collect sales tax, it will collect it in addition to the Fees.

9. Your Clients; Required Consents; Data Responsibilities

The Services allow you to record and manage information about the individuals you coach ("Clients"). Because much of this information is provided by you about your Clients—who are not parties to these Terms—you assume the following responsibilities, which are a material part of your agreement with us:

Authority and Consent. You represent and warrant that, before submitting any Client information to the Services, you have obtained from each Client all consents, authorizations, and permissions, and have provided all notices and disclosures, required by applicable law for (a) your collection and use of the Client's information, (b) Company's processing of that information to provide the Services as described in these Terms and the Privacy Policy, and (c) the creation and use of de-identified and aggregated data as described in Section 10.

Sensitive Information. You acknowledge that Client information you submit may relate to a Client's physical or mental health, wellbeing, or bodily or physiological states, and may constitute "consumer health data" or "sensitive data" under applicable law. You are responsible for obtaining any heightened or separate consent such laws require, including consent to collect such data and, where applicable, separate consent for any sharing. You will not submit such data unless you have done so.

Client Disclosures. You will maintain and make available to your Clients a privacy notice that accurately describes your use of the Services and your Clients' rights, and you will honor your Clients' requests to access, correct, or delete their information to the extent required by law. Company will provide reasonable functionality to assist you, but you remain the party responsible to your Clients.

No Reliance on Company for Compliance. Company is not your legal adviser and does not determine what consents or disclosures your practice requires. You are solely responsible for that determination and for your compliance.

10. Ownership; Licenses; Inputs, Outputs, and Data

The Services. Company and its licensors own all right, title, and interest in and to the Services, including all software, code, text, graphics, models, methods of operation, documentation, and related intellectual property rights, protected under U.S. and foreign laws. Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own internal coaching and professional purposes in connection with your practice. You will not remove or obscure any proprietary notices. Any use other than as expressly authorized is prohibited and may terminate this license.

Inputs and Outputs. The Services may allow you to submit data, content, or information for processing ("Inputs") and may generate content or results based on such Inputs, including affirmation cards, structured session notes, summaries, and similar materials ("Outputs"). As between you and Company, you own the Outputs generated for you through your use of the Services, and Company hereby assigns to you its right, title, and interest (if any) in such Outputs, subject to Company's underlying rights in the Services and the license you grant below. You are solely responsible for reviewing, validating, and determining the appropriateness of all Outputs.

Inputs; License to Company; De-Identified and Aggregated Data. You retain all right, title, and interest in and to your Inputs and your Client data. You grant Company a non-exclusive, royalty-free, worldwide license to host, process, transmit, and use the Inputs and Client data solely to provide, maintain, secure, and support the Services for you. In addition, Company may create de-identified and aggregated data derived from Inputs and Client data, and may use and disclose such de-identified and aggregated data for analytics, to improve the Services, and for research, including research regarding the effectiveness of coaching and wellness practices. Company will use commercially reasonable measures consistent with applicable law to de-identify such data so that it cannot reasonably be used, alone or in combination, to identify any individual, and Company will not attempt to re-identify it. Company will not use identifiable Client Inputs to perform research, to train artificial-intelligence or machine-learning models, or for any purpose other than providing the Services to you, except to the extent you and your Client have provided informed, opt-in consent for such use through a feature Company makes available for that purpose.

No Sale of Sensitive Data. Company does not sell Client "consumer health data" or other sensitive Client data, and does not share it for cross-context behavioral advertising.

Feedback. You may voluntarily submit suggestions, ideas, or other feedback about the Services ("Feedback"). Company may use Feedback for any purpose without acknowledgment or compensation and may treat it as non-confidential.

Trademarks. Company's logos, product and service names, slogans, and the look and feel of the Services are trademarks of Company and may not be used without prior written permission. Other marks are the property of their respective owners.

Your Representations Regarding Data. You represent and warrant that you have all rights, consents, and permissions necessary to provide the Inputs and Client data and to grant the licenses above, and that Company's use as permitted by these Terms will not violate any law or the rights of any third party (including any Client). You are solely responsible for the accuracy, quality, legality, and appropriateness of your Inputs and Client data.

11. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual-property right, or other third-party right, and you are solely responsible for your conduct while using the Services, including that you will not: (i) use another user's account or misrepresent your affiliation with a person or entity; (ii) sell, resell, or commercially exploit the Services, or use the Services or Outputs to develop, train, or improve any third-party product, service, or artificial-intelligence or machine-learning model; (iii) copy, reproduce, distribute, or publicly display the Services except as expressly permitted; (iv) modify the Services, remove proprietary notices, or create derivative works; (v) interfere with or disrupt the Services or circumvent usage limits or security measures; (vi) reverse engineer, decompile, scrape, or extract data from the Services, or access them through unauthorized means; (vii) send spam or unsolicited communications; (viii) submit or process any information without the necessary rights and consents, or in violation of applicable privacy, consumer-health-data, or consumer-protection laws; (ix) use the Services to provide clinical, medical, diagnostic, or mental-health treatment services, or to make such decisions, or in any manner that could reasonably result in harm; (x) submit Inputs that are inaccurate or misleading in a manner that could adversely affect Outputs or other users; or (xi) use the Services inconsistently with applicable professional standards or outside the scope of your authorization.

12. Confidentiality

You agree to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by Company in connection with the Services ("Confidential Information"), including the Services, software, features, documentation, and pricing, and to use it solely to access and use the Services in accordance with these Terms. You will not disclose Confidential Information to any third party without Company's prior written consent and will protect it with at least reasonable care. Confidential Information does not include information that becomes public through no fault of yours, was lawfully known to you before disclosure, or is independently developed by you without reference to Company's Confidential Information. This section survives termination.

13. Third-Party Content

We may provide information about, or allow third parties to make available, third-party products, services, or content ("Third-Party Content"). Your dealings with third parties and your use of any Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your use is at your own risk.

14. Indemnification

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Company and its subsidiaries and affiliates, and each of their respective officers, directors, agents, partners, and employees (the "Company Parties") from and against any losses, liabilities, claims, demands, damages, expenses, or costs ("Claims") arising out of or related to: (a) your access to or use of the Services; (b) your Inputs, Client data, Outputs, or Feedback; (c) your services to, or relationship with, any Client, including any claim by a Client; (d) your failure to obtain any required Client consent or to provide any required disclosure; (e) your violation of these Terms; (f) your violation, misappropriation, or infringement of the rights of another (including intellectual-property or privacy rights); or (g) your conduct in connection with the Services. You agree to promptly notify the Company Parties of any Claim, cooperate in the defense, and pay all associated fees and costs (including attorneys' fees). The Company Parties will have control of the defense or settlement, at Company's sole option.

15. Disclaimers

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ANY CONTENT THEREIN ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE SERVICES MAY USE ARTIFICIAL-INTELLIGENCE AND MACHINE-LEARNING TECHNOLOGIES, AND OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR MISLEADING AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT REVIEW.

THE SERVICES AND ANY OUTPUTS ARE PROVIDED FOR COACHING, PRODUCTIVITY, AND DOCUMENTATION PURPOSES ONLY. THEY DO NOT CONSTITUTE MEDICAL, CLINICAL, PSYCHOLOGICAL, OR MENTAL-HEALTH ADVICE, ARE NOT A DIAGNOSIS OR TREATMENT, AND ARE NOT A SUBSTITUTE FOR THE JUDGMENT OF A LICENSED HEALTHCARE OR MENTAL-HEALTH PROFESSIONAL. COMPANY DOES NOT GUARANTEE ANY OUTCOME FROM USE OF THE SERVICES OR FROM ANY COACHING CONDUCTED WITH THEIR ASSISTANCE. COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY LAW OR REGULATORY REQUIREMENT APPLICABLE TO YOU, AND YOU ARE RESPONSIBLE FOR ENSURING SUCH COMPLIANCE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND THE OTHER COMPANY PARTIES WILL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY—WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. THE TOTAL LIABILITY OF COMPANY AND THE OTHER COMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS WILL NOT LIMIT LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF COMPANY, OR FOR ANY MATTER THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Release

To the fullest extent permitted by law, you release the Company Parties from responsibility, liability, claims, demands, and damages (actual and consequential) of every kind, known and unknown (including claims of negligence), arising out of or related to disputes between users, disputes between you and your Clients, and the acts or omissions of third parties. If you are a California resident, you waive California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

18. Dispute Resolution; Binding Arbitration

Agreement to Arbitrate; Class Action Waiver. Please read this section carefully. You and Company agree that any dispute arising out of or related to these Terms or the Services is personal to you and Company and will be resolved solely on an individual basis, not as a class, collective, or representative action. You waive the right to a jury trial and to litigate in court, except as expressly provided below.

Exceptions; Informal Resolution. Either party may bring an individual action in small-claims court in the county of your billing address, or seek injunctive or equitable relief for alleged unlawful use of intellectual property. Before initiating arbitration, you agree to attempt informal resolution by sending written notice to Company at hello@usepathara.com describing the claim and relief sought. If unresolved within thirty (30) days, either party may proceed to arbitration.

Arbitration Procedures and Authority. Disputes will be resolved by confidential, binding arbitration administered by JAMS before a single arbitrator under the JAMS Streamlined Arbitration Rules. Arbitration will take place in Dallas County, Texas, or remotely for smaller claims. This section is governed by the Federal Arbitration Act. The arbitrator has exclusive authority to resolve all disputes, including arbitrability, but may conduct only an individual arbitration and may not preside over any class or representative proceeding.

Fees, Confidentiality, and Enforcement. The parties will maintain the confidentiality of the arbitration except as necessary to conduct it, enforce an award, or as required by law. For arbitration you initiate, you pay the filing fee and Company pays the remaining arbitration fees and costs; for arbitration Company initiates, Company pays all arbitration fees and costs. Texas state and federal courts have exclusive jurisdiction over appeals and enforcement.

Opt-Out; Severability. You may opt out of binding arbitration within thirty (30) days of first accepting these Terms by emailing hello@usepathara.com with your name, address, and a clear statement of intent to opt out. If any portion of this section is unenforceable, it will be severed and the remainder will remain in effect, provided that any claims required to proceed on a class or representative basis will be litigated in court and stayed pending individual arbitration.

19. Governing Law and Venue

These Terms and your use of the Services are governed by the laws of the State of Texas, except to the extent preempted by U.S. federal law, without regard to conflict-of-law principles. Any dispute not subject to arbitration or small-claims court will be resolved in the state or federal courts sitting in Dallas County, Texas.

20. Additional Terms Applicable to Mobile Devices

If you install or use the Services on an Apple iOS device (the "iOS App"): (a) these Terms are between you and Company only, not Apple, and Company is solely responsible for the iOS App; (b) the license is limited to use on Apple devices you own or control as permitted by the App Store Usage Rules; (c) Apple has no obligation to provide maintenance or support; (d) Apple is not responsible for product warranties, and any failure to conform to a warranty is Company's responsibility (subject to the disclaimers herein); (e) Company, not Apple, is responsible for addressing product, conformity, and consumer-protection claims and intellectual-property claims relating to the iOS App; (f) you represent you are not located in an embargoed country or on a U.S. restricted-party list; and (g) Apple and its subsidiaries are third-party beneficiaries of these Terms with the right to enforce them against you. If you use the Services on an Android device, you acknowledge these Terms are between you and Company only, not Google; your use must comply with Google's applicable terms; Company, not Google, is responsible for the Android App; and Google is a third-party beneficiary of these Terms as they relate to the Android App.

21. Miscellaneous

Entire Agreement. These Terms constitute the entire agreement between you and Company regarding the Services and supersede all prior or contemporaneous agreements or communications.

Terms Update. We may change these Terms from time to time. If we make changes, we will provide notice, such as by email, through the Services, or by updating the date above. Unless we say otherwise, the amended Terms are effective immediately, and your continued use confirms acceptance. If you do not agree, you must stop using the Services.

Publicity. Company may identify you as a customer and use your name, logo, and general descriptions of your use of the Services in promotional materials, consistent with any brand guidelines you provide.

Assignment. You may not assign these Terms without Company's prior written consent; any attempted assignment in violation is void. Company may assign these Terms without restriction.

Export Controls. You may not use the Services except as permitted by applicable law, including U.S. export-control and sanctions laws, and you represent you are not located in, and will not use the Services from, any embargoed jurisdiction or as a restricted party.

Subcontractors. Company may use subcontractors or service providers to perform its obligations, provided Company remains responsible for their performance.

Force Majeure. Company is not liable for any failure or delay due to causes beyond its reasonable control.

Waivers; Severability. A failure to enforce any provision is not a waiver. If any provision is held invalid, the remaining provisions remain in effect.

Notices. Legal notices to Company must be in writing and delivered by personal delivery or recognized overnight courier to the address below. Company may provide notices to you by email, in-app notification, or by posting on the Services.

California Consumer Complaints. Under California Civil Code § 1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.

Contact Information. Questions, complaints, or claims regarding the Services may be directed to: Pathara, LLC — hello@usepathara.com.