Business Client Agreement
1. Purpose
This Business Client Agreement ("Agreement") governs organizational, employer, provider, institutional, and partner access to the Cardeon platform. "Business Client" or "Provider" includes any organization, employer, healthcare provider, insurer, benefits administrator, wellness vendor, staffing agency, educational institution, nonprofit, coach, consultant, reseller partner, pilot client, beta participant, or seat license purchaser that accesses or distributes the Service.
2. Nature of Platform
Cardeon is a self-guided digital wellness platform. Cardeon does not provide medical treatment, therapy, clinical supervision, crisis intervention, real-time monitoring, or emergency services.
3. No Clinical Responsibility
Business Clients acknowledge that they are not relying upon Cardeon for clinical decision-making, patient monitoring, emergency response, crisis intervention, or medical supervision. Business Clients shall not represent the Service as a clinical or medical tool to end users.
4. No User Supervision
Cardeon does not supervise user activities occurring outside the platform. Business Clients understand that users independently choose whether to participate in any activity and that Cardeon has no duty to monitor, supervise, or ensure user safety.
5. Free Trial & Seat Licenses
Business Clients are eligible for a 30-day free trial granting five (5) complimentary seats for distribution via access codes. Trial seats expire automatically at the end of the 30-day period. Upon trial expiration, continued access requires an active paid seat license. Paid seat licenses are available in volume tiers — current pricing is available at cardeon.io. A minimum of ten (10) seats is required for all paid Provider subscriptions.
6. Seat Adjustments
Business Clients may increase or decrease their seat count at any time, subject to the minimum seat requirement:
- Seat increases are effective immediately. The prorated cost is applied to the next billing cycle.
- Seat decreases take effect at the end of the current billing cycle. A prorated credit is staged and applied to reduce the next billing cycle invoice.
- No immediate charges or refunds are issued for mid-cycle seat adjustments.
- If a Business Client cancels their subscription before the next billing cycle occurs and a prorated seat-reduction credit is pending at the time of cancellation, Cardeon will process a refund of that credit amount immediately upon cancellation via Stripe. Refund processing times are subject to Stripe processing schedules and the Business Client's card issuer, and may take several business days to appear on the account.
7. Access Codes
Business Clients may distribute a unique access code to individual users to grant access under their seat license. Business Clients are responsible for ensuring access codes are distributed only to authorized users. Misuse, unauthorized distribution, or sharing of access codes may result in termination of the Business Client's account without refund.
8. Billing & Cancellation
Business Client subscriptions follow the same monthly and annual billing terms as individual subscriptions, including the 30-day money-back guarantee for annual subscriptions and the non-refundable policy for monthly subscriptions, as set forth in the Terms of Service. Business Clients will receive a payment reminder email seven (7) days before each recurring billing date.
9. Payment Processing
All payments are processed through Stripe, Inc. Cardeon does not store or manage Business Client payment card information. All payment data is handled directly by Stripe.
10. Data Access Limitations
Business Clients do not receive access to individual user data unless separately authorized in writing by the affected user. Business Clients shall not attempt to access, aggregate, or infer individual user data through any means.
11. Business Client Representations
Business Clients represent and warrant that they:
- Have authority to enter into this Agreement
- Will not misrepresent the nature of the Service to end users
- Will comply with all applicable laws in their use of the Service
- Will not use the Service as a substitute for clinical mental health services
- Will promptly notify Cardeon of any known safety incidents involving end users
- Will only distribute access codes to authorized users within the United States
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, CARDEON AND ALL PROTECTED PARTIES SHALL NOT BE LIABLE TO ANY BUSINESS CLIENT OR ITS END USERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES ARISING FROM USER CONDUCT, PHYSICAL INJURY, EMOTIONAL DISTRESS, ILLNESS, DISABILITY, DEATH, CRIMINAL ACTS, OUTDOOR INCIDENTS, EXERCISE-RELATED INJURIES, DATA LOSS, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM. THE TOTAL AGGREGATE LIABILITY OF ALL PROTECTED PARTIES TO ANY BUSINESS CLIENT SHALL NOT EXCEED THE FEES PAID BY THAT BUSINESS CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13. Indemnification
Business Clients agree to defend, indemnify, and hold harmless all Protected Parties from and against any claims arising from their use of or access to the platform, their communications with end users, misrepresentation of the Service, misuse of access codes or user data, or violation of any applicable law or this Agreement.
14. Pilot Client & Beta Participant Terms
Organizations participating in pilot programs or beta access acknowledge that the Service may be incomplete or subject to change. Pilot clients and beta participants assume all risks associated with early-access use and agree that no Protected Party shall be liable for any damages arising from such participation.
15. Governing Law
This Agreement shall be governed by the laws of the State of North Carolina.
16. Arbitration
All disputes between Cardeon and any Business Client shall be resolved through binding arbitration in New Hanover County, North Carolina.