Terms of Service

These terms govern your use of byondheroic.com and the consulting services provided by Empulso Corp under the BYOND/HEROIC brand. Please read section 12 carefully. It limits our liability. If you engage us, a signed proposal or statement of work will also apply, and where the two documents disagree, the signed one wins.

01Agreement to these terms

By accessing byondheroic.com, booking a call, or engaging BYOND/HEROIC for services, you agree to these Terms of Service. If you do not agree, do not use the site or the services.

If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

For paid engagements we also obtain your express acceptance: you confirm that you have read and agree to these terms, including the arbitration and class-action waiver in section 17, at the point of payment and on signature of any Proposal or Statement of Work. That express acceptance, not mere use of the site, is what binds you to the arbitration agreement.

02Who we are

The site and the services are operated by Empulso Corp, a corporation organized under the laws of the State of Delaware, United States, with registered address at 16192 Coastal Highway, Lewes, Delaware 19958, United States ("Empulso Corp", "BYOND/HEROIC", "we", "us", "our").

BYOND/HEROIC is a brand of Empulso Corp serving the English speaking market. Mavi Carrasco (mavicarrasco.com) is a separate brand of the same entity serving Spanish speaking markets, with its own terms and pricing.

03Eligibility

The services are offered to businesses and to individuals acting in a professional capacity. You must be at least 18 years old and legally able to enter into contracts. The services are not consumer services and are not intended for personal, family or household purposes.

04The services

We offer the following engagements. Prices shown on the site are starting prices in United States dollars and are subject to scope. The specific fee, scope and deliverables for your engagement will be set out in a written proposal or statement of work.

Engagement	Format	Starting price
Founder Dependency Audit	One time. 90 minute intensive plus a written report	$1,500
Advisory Partner	Monthly retainer. 2 to 4 strategy sessions per month, roadmap, notes, access between calls. Three month minimum	From $4,500 per month
Right Hand	Monthly retainer. Fractional strategic lead, delivered end to end. Three month minimum	From $8,000 per month
Workshops & Training	One time. Half day, custom scope	From $4,500

We may change our offerings, formats and prices at any time. Changes do not affect an engagement already in progress under a signed proposal.

The Audit credit

The fee paid for a Founder Dependency Audit is credited in full against the first invoice of any Advisory Partner, Right Hand or Workshop engagement that begins within 30 days of the Audit session. The credit is applied once, is not transferable, has no cash value, and expires if no engagement begins within that window.

Minimum terms and renewal

Advisory Partner and Right Hand engagements have a non-cancellable three-month minimum term, unless the applicable Proposal or Statement of Work provides otherwise or either party terminates for an uncured material breach under section 14.

During the minimum term, we reserve capacity and make the contracted Services available to you. If you choose not to use the Services, stop participating, or request to end the engagement for convenience before the minimum term expires, the fees for the remainder of the minimum term remain payable and we will continue to make the contracted Services available.

After the minimum term, the engagement continues month to month until either party gives at least 30 days written notice before the applicable billing date. Cancellation takes effect at the end of the last paid billing period and prevents future renewals.

05Fees and payment

• Currency. All fees are stated in United States dollars. Where the checkout offers a local currency, the amount charged is the converted equivalent at the rate shown to you before payment, and that converted amount is what you pay. Your bank or card issuer may apply its own charges on top.
• Processing. Payments are processed by Stripe. By paying you also accept Stripe's terms. We do not receive or store your full card details.
• Timing. One time engagements are payable in advance. Retainers are billed monthly in advance on the same day each month, or upfront for the minimum term where the proposal says so.
• Taxes. Fees are exclusive of any sales tax, VAT, GST, withholding or other tax. You are responsible for any such amounts, other than taxes on our net income.
• Late payment. Invoices unpaid after 15 days may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend the services while an invoice is overdue, after giving you notice.
• Expenses. Travel and other out of pocket expenses are billed at cost and only when approved by you in writing in advance.

Refunds

Except as required by applicable law, fees are non-refundable once a session has taken place or a retainer billing period has begun, because we reserve capacity and make the Services available for that period.

Cancellation does not create a refund for the current billing period and does not eliminate payment obligations during an agreed minimum term.

This policy does not apply where Empulso Corp materially breaches the applicable agreement and fails to cure that breach within the applicable cure period, terminates an engagement without cause during a prepaid period, or is unable to provide a material portion of the contracted Services. In those circumstances, we will provide a reasonable replacement, credit, or prorated refund for the affected portion of the Services.

If we cancel a scheduled session and cannot reschedule it within 30 days, we will refund or credit the portion of the fee reasonably attributable to that session.

06Scheduling, rescheduling and no shows

After purchase, you book your session on a Google Calendar appointment booking page that we provide. You may reschedule at no cost with at least 24 hours notice. Sessions cancelled with less notice, or missed without notice, are treated as delivered and are chargeable. We apply the same standard to ourselves and will offer a replacement session or a credit if we cancel late.

07Your responsibilities

Our work depends on what you give us. You agree to:

• Provide accurate, complete and timely information, access and materials.
• Make available the people whose participation the engagement requires.
• Nominate a single point of contact empowered to make decisions.
• Make your own final decisions. We advise and build systems. We do not manage your business or act as your officer, employee or agent.
• Ensure you have the right to share with us any third party information you provide.

Delays caused by your side do not extend the term or reduce fees.

08Confidentiality

Each party may receive confidential information from the other. Each party agrees to use the other's confidential information only to perform under these terms, to protect it with at least reasonable care, and not to disclose it to third parties other than to employees, contractors and advisers who need to know and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where legally permitted.

Confidentiality obligations survive for five years after the engagement ends, and indefinitely for trade secrets.

09Intellectual property

Our site and our method

The site, its design, text, graphics, the BYOND/HEROIC name and wordmark, the Empulso Corp name, the five stage method, and all frameworks, templates, diagnostics and training materials we bring to an engagement are owned by Empulso Corp or its licensors and are protected by intellectual property law. Nothing in these terms transfers ownership of them to you.

You may view and print pages from the site for your own internal reference. You may not copy, republish, resell, frame, scrape, or create derivative works from the site or our materials, or use them to build a competing offering, without our written permission.

Deliverables

On full payment, you receive a perpetual, non exclusive, non transferable licence to use the deliverables we produce for you, in your own business, for your own internal purposes. Deliverables include reports, process documents, role definitions, dashboards and similar written outputs.

We retain ownership of the underlying methods, frameworks, templates and know how used to create them, including any improvements to those methods developed during your engagement. You may not resell, license or distribute our templates or frameworks as standalone products.

Your materials

You keep ownership of everything you give us. You grant us a limited licence to use it for the purpose of delivering the engagement.

Publicity

We may identify you as a client and use your name and logo on our website and materials, unless you tell us in writing that you would rather we did not. We will not publish any confidential detail of your business without your written approval.

10Acceptable use of the site

You agree not to: use the site unlawfully; attempt to gain unauthorized access to any part of it; interfere with its operation; scrape or harvest data by automated means; upload malicious code; or misrepresent your affiliation with us.

11No guarantee of results, and no professional advice

12Disclaimers and limitation of liability

To the maximum extent permitted by applicable law, Empulso Corp's total aggregate liability arising out of or relating to the site, the Services, these terms or an applicable Proposal or Statement of Work will not exceed the greater of:

1. the total fees paid or due and payable to Empulso Corp under the engagement giving rise to the claim during the twelve months immediately preceding the event giving rise to the claim; or
2. one thousand United States dollars.

These exclusions and limitations apply regardless of the legal theory asserted and even if a contractual remedy fails of its essential purpose.

Nothing in this section limits your obligation to pay agreed fees or your obligations under section 13. Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or any liability that cannot legally be excluded or limited.

Some jurisdictions do not permit certain exclusions or limitations. Where that is the case, liability will be limited to the greatest extent permitted by applicable law.

13Indemnification

You agree to indemnify and hold harmless Empulso Corp, its officers, directors, employees and contractors from any claim, loss, liability, cost or expense, including reasonable legal fees, arising from your breach of these terms, your misuse of the site or the deliverables, your violation of law, or any third party claim that materials you provided to us infringe that third party's rights.

14Term and termination

These terms apply while you use the site and for the duration of any engagement.

Either party may terminate an engagement immediately on written notice if the other party materially breaches these terms or a signed proposal and fails to cure the breach within 15 days of written notice, or becomes insolvent or subject to bankruptcy proceedings.

On termination: you pay for all services delivered up to the termination date and, if you terminate during a minimum term without cause, the balance of that minimum term; each party returns or deletes the other's confidential information on request; and the sections on confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and governing law survive.

We may suspend or terminate your access to the site at any time if you breach section 10.

15Third party services and links

We use third party providers including Cloudflare for hosting, Web3Forms to receive form submissions, Stripe for payments, and Google for scheduling and business email, and the site links to sites we do not control. We are not responsible for their content, availability, practices or terms. Your use of a third party service is governed by that provider's agreement with you.

16Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, labour dispute, government action, or failure of internet or utility infrastructure. The affected party will give prompt notice and resume performance as soon as practicable. This does not excuse an obligation to pay amounts already due.

17Governing law and dispute resolution

These terms, and any dispute arising out of or relating to them, the site, the Services, or an applicable Proposal or Statement of Work, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules.

The Federal Arbitration Act governs the interpretation and enforcement of the agreement to arbitrate contained in this section. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Stage one: direct negotiation

The party raising a dispute must send written notice describing the dispute, the relevant facts and the outcome sought.

The parties will then attempt in good faith to resolve the dispute through direct discussion, including at least one call between representatives with authority to settle, for 30 days from the date the notice is received.

If a party refuses or fails to participate after receiving notice, the other party may proceed to the next stage once the 30-day period has expired.

Stage two: mediation

If direct negotiation does not resolve the dispute, either party may submit it to non-binding mediation before a single mediator administered by the American Arbitration Association under its Commercial Mediation Procedures, or before another mediator agreed to by both parties in writing.

The mediation will take place remotely unless both parties agree otherwise. Each party bears its own legal and professional costs, and the mediator's fees are allocated in accordance with the applicable AAA procedures or as agreed by the parties.

If mediation has not resolved the dispute within 45 days after the mediation request is received, or if a party refuses or fails to participate, either party may proceed to arbitration.

Any applicable contractual limitation period is suspended from the date the initial dispute notice is received until the mediation ends or the applicable mediation period expires.

Stage three: binding arbitration

Any controversy, claim or dispute not resolved through the stages above, arising out of or relating to these terms, the site, the Services, an applicable Proposal or Statement of Work, or the parties' relationship, including its breach, termination, interpretation or validity, will be resolved by final and binding arbitration.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules in effect when the claim is filed and will be heard by a single arbitrator.

The legal seat of arbitration is Delaware, United States. Hearings will be conducted remotely unless both parties agree otherwise or the arbitrator determines that an in-person hearing is reasonably necessary.

The arbitrator may award any individual remedy that would be available in a court of competent jurisdiction, subject to the limitations contained in these terms. The award will be final and may be entered as a judgment in any court of competent jurisdiction.

AAA administrative fees and arbitrator compensation will be allocated in accordance with the applicable AAA Rules. Each party bears its own legal fees and expenses unless applicable law or the arbitrator's award provides otherwise.

Jury-trial and class-action waiver

The arbitrator has no authority to combine or consolidate the claims of more than one person or entity, or to preside over any form of class, collective, consolidated, mass or representative proceeding, without the written agreement of all affected parties.

A court of competent jurisdiction, and not the arbitrator, will decide any dispute concerning the formation of the agreement to arbitrate or the validity or enforceability of the class-action waiver.

If the class-action waiver is found unenforceable with respect to a particular claim, that claim must proceed in a court of competent jurisdiction and not in class or representative arbitration. All other arbitrable claims remain subject to individual arbitration.

Exceptions

Either party may seek temporary, preliminary or permanent injunctive or equitable relief from a court of competent jurisdiction where reasonably necessary to protect confidential information, intellectual property or trade secrets.

Either party may bring an eligible individual claim in small claims court. Empulso Corp may also take lawful action to collect an undisputed unpaid invoice.

Nothing in this section waives any right or remedy that cannot legally be waived under applicable law.

18General

• Entire agreement. These terms, together with any signed proposal or statement of work and our Privacy Policy, form the entire agreement between us and supersede any prior discussions.
• Order of precedence. If a signed proposal conflicts with these terms, the signed proposal controls for that engagement.
• Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign these terms without our written consent. We may assign them to a successor in connection with a merger, acquisition or sale of assets.
• Independent contractor. Nothing here creates a partnership, joint venture, employment or agency relationship. We act as an independent contractor.
• No third party beneficiaries. These terms benefit only you and us.
• Notices. Notices to us go to hello@byondheroic.com. Notices to you go to the email address on your account or proposal.

19Changes to these terms

We may update these terms. The date at the top shows the current version. Material changes will be announced on the site at least 30 days before they take effect, and by email where we hold your address. Changes do not apply retroactively to an engagement already signed. Continued use of the site after the effective date means you accept the revised terms.