Terms of Service

1. Agreement to Terms

1a. Acceptance

By accessing or using Counsel ("the Service"), operated by Viva Global LLC, dba Viva ("we," "us," or "Counsel"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Counsel.

If you do not agree with any part of these Terms, you may not access or use the Service.

1b. Eligibility

You must be at least 18 years old to use Counsel. By using the Service, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

1c. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through a prominent notice on the Service. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

2. Description of Service

2a. For Experts (Coaches, Consultants, Advisors)

Counsel provides tools to help you build your coaching or consulting practice:

• AI Persona: An AI assistant trained on your expertise that can chat with potential and current clients 24/7
• Content Library: Create and deliver lessons, frameworks, and worksheets to your subscribers
• Subscription Tiers: Set up free and paid subscription tiers with feature gating
• Booking System: Allow clients to book 1:1 sessions, consultations, and workshops
• Goals & Action Items: Help clients track their progress with goal-setting tools
• Client Management: View subscriber lists, engagement metrics, and manage relationships
• Public Profile: A public-facing page (expert.getcounsel.ai/your-name) where prospects can discover and engage with you

2b. For Members (Subscribers, Clients)

Counsel provides a learning and development workspace:

• AI Chat: Chat with your coach's AI persona anytime for guidance and support
• Content Access: Access lessons, frameworks, and worksheets based on your subscription tier
• Goal Tracking: Set and track goals with milestones and action items
• Session Booking: Book 1:1 sessions and workshops with your coaches
• Multi-Coach Support: Subscribe to multiple coaches and manage all relationships in one dashboard
• Member Portal: Access your subscriptions at my.getcounsel.ai

2c. Service Availability

We strive to provide continuous access to the Service, but we do not guarantee that the Service will be available at all times. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

3. User Accounts

3a. Account Types

Counsel offers two types of accounts:

• Expert Accounts: For coaches, consultants, and advisors offering services through the platform
• Member Accounts: For individuals subscribing to Expert services and content

3b. Account Registration

When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Be at least 18 years old
• Not share your account credentials with others
• Not create multiple accounts for deceptive purposes

3c. Account Security

You are responsible for:

• Maintaining the confidentiality of your password and account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach

We are not liable for any loss or damage arising from your failure to maintain account security.

4. Services Provided by Experts

4a. Role of Counsel

Counsel is a technology platform that enables independent coaches, consultants, and advisors ("Experts") to offer subscriptions, content, and services to clients ("Members").

Counsel does not provide coaching, consulting, or advisory services and is not a party to the agreement between you and an Expert.

4b. Merchant of Record

Each Expert is the merchant of record for the services and subscriptions they offer through Counsel. When you purchase a subscription or booking, you are entering into a direct agreement with the Expert identified at checkout.

4c. Payments

Payments for subscriptions and bookings are processed by Stripe on behalf of the Expert. Counsel may facilitate billing, subscription management, cancellations, and refunds as a technical service, but the Expert sells the underlying services.

4d. Refunds, Cancellations, and Disputes

Refunds, cancellations, and disputes are governed by each Expert's individual policies. Counsel may process refunds or cancellations at the direction of the Expert, but the Expert remains solely responsible for the services provided and any related obligations.

4e. Service Quality and Outcomes

Counsel does not guarantee any specific outcomes from services offered by Experts. Any advice, guidance, content, or services provided are the sole responsibility of the Expert. Counsel does not endorse, verify, or guarantee the qualifications, credentials, or expertise of any Expert on the platform.

5. Expert Terms

5a. Merchant of Record Status

By offering services through Counsel, you acknowledge and agree that you are the merchant of record for all services you provide. You are solely responsible for:

• The services, content, and subscriptions you offer, including pricing and descriptions
• The accuracy and appropriateness of your AI persona's responses
• Refund, cancellation, and dispute policies
• Compliance with applicable laws and regulations in your industry
• Tax obligations including sales tax, VAT, and income reporting
• Any professional licensing requirements in your field

5b. Payments & Fees

Counsel facilitates payments on your behalf using Stripe Connect. Members pay you directly through your connected Stripe account. Counsel deducts a platform fee from payments collected before payout to your account, as specified in your plan agreement. Standard payment processing fees apply to all transactions.

5c. Refunds & Disputes

You authorize Counsel to initiate refunds, cancellations, and dispute responses on your behalf when requested by a Member or required by payment processors. You remain financially responsible for all refunds, chargebacks, disputes, and related fees.

5d. Taxes

You are responsible for determining, collecting, reporting, and remitting any applicable sales tax, VAT, GST, or other taxes associated with your services. Counsel does not provide tax advice and does not file tax returns on your behalf. Counsel will provide transaction reports to assist with your tax obligations.

5e. Content Ownership

You retain ownership of all content you create and upload to Counsel, including lessons, frameworks, worksheets, and AI training materials. By uploading content, you grant Counsel a license to host, display, and deliver your content to your subscribers through the platform.

5f. AI Persona Responsibility

You are responsible for:

• Training and configuring your AI persona with accurate information
• Reviewing and correcting AI responses as needed
• Ensuring your AI persona does not provide advice that could be harmful or inappropriate
• Disclosing to clients that they are interacting with an AI assistant

6. AI-Powered Features

6a. AI Personas

Counsel enables Experts to create AI personas that can chat with Members. You understand and agree that:

• AI personas are trained on content provided by the Expert
• AI-generated responses may contain errors or inaccuracies
• AI personas are not a substitute for direct consultation with the Expert
• AI personas cannot provide emergency assistance or crisis intervention
• You should verify important information directly with the Expert

6b. AI Disclosure

When chatting through Counsel, it is clearly indicated when you are interacting with an AI persona versus directly with the Expert. Both Experts and Members acknowledge the use of AI in the platform.

6c. AI Limitations

AI features have inherent limitations:

• AI cannot provide real-time information or current events
• AI responses are based on training data and may not reflect the Expert's most current views
• AI cannot make appointments, process payments, or take actions on your behalf without human confirmation
• AI should not be relied upon for medical, legal, financial, or other professional advice in regulated fields

7. Industry-Specific Disclaimers

7a. Health & Wellness Coaching

Content and services provided by health and wellness coaches on Counsel:

• Are NOT medical advice. Health coaches are not licensed physicians, and their guidance should not replace consultation with qualified healthcare providers.
• Are NOT therapy or mental health treatment. Wellness coaching is not a substitute for licensed mental health services.
• Do NOT diagnose, treat, or cure any medical condition.
• Should be discussed with your doctor before making any changes to diet, exercise, medications, or health routines.

If you are experiencing a medical emergency or mental health crisis, please contact emergency services (911) or a crisis hotline immediately. Do not use Counsel's AI chat for emergency situations.

7b. Financial Coaching & Advice

Content and services provided by financial coaches on Counsel:

• Are NOT licensed financial advice. Unless explicitly stated, financial coaches are not registered investment advisors, certified financial planners, or licensed securities professionals.
• Are educational in nature. Information is for general educational purposes and should not be considered personalized investment advice.
• Do NOT constitute a recommendation to buy, sell, or hold any securities, insurance products, or financial instruments.
• Should be verified with a licensed financial professional before making investment decisions.

Past performance does not guarantee future results. All investments involve risk, including possible loss of principal.

7c. Career & Business Coaching

Content and services provided by career and business coaches on Counsel:

• Are NOT legal advice. Business guidance is not a substitute for consultation with a licensed attorney.
• Do NOT guarantee employment outcomes, business success, or income levels.
• Are based on the coach's experience and may not apply to your specific situation.

7d. Life Coaching & Personal Development

Content and services provided by life coaches on Counsel:

• Are NOT therapy, counseling, or psychological treatment. Life coaching is distinct from licensed mental health services.
• Are NOT appropriate for mental health conditions such as depression, anxiety disorders, PTSD, or other clinical diagnoses.
• Should be supplemented with appropriate professional care when mental health concerns arise.

7e. Your Responsibility

By using Counsel, you acknowledge that:

• You are responsible for evaluating whether an Expert's services are appropriate for your needs
• You should verify an Expert's credentials and qualifications independently
• You will seek appropriate licensed professional help for medical, legal, financial, or mental health concerns
• Counsel does not verify Expert credentials or guarantee the quality of services

8. Subscriptions and Billing

8a. Subscription Tiers

Experts may offer multiple subscription tiers with different features, content access levels, and pricing. By subscribing to a tier, you agree to the specific terms and pricing for that tier as displayed at the time of purchase.

8b. Free Tiers

Some Experts offer free tiers with limited features. Free tiers may have restrictions on:

• Number of AI chat messages per month
• Access to premium content (lessons, frameworks, worksheets)
• Goal tracking and action item features
• Booking availability

8c. Paid Subscriptions

Paid subscriptions are billed on a recurring basis (monthly or annually) as specified at checkout. By subscribing, you authorize automatic billing until you cancel.

8d. Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation:

• You will retain access until the end of your current billing period
• No refunds are provided for partial billing periods unless required by law
• You may lose access to gated content and features at the end of your billing period

8e. Price Changes

Experts may change subscription prices at any time. Price changes will not affect your current billing period and will take effect upon renewal. You will be notified of price changes before they apply to your subscription.

9. Acceptable Use

9a. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or business purposes.

9b. Prohibited Activities

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service for any fraudulent or illegal activity
• Impersonate any person or Expert
• Harass, abuse, or harm other users or Experts
• Upload content that is defamatory, obscene, or infringes intellectual property rights
• Attempt to manipulate or abuse the AI system
• Interfere with or disrupt the Service
• Attempt to gain unauthorized access to any portion of the Service
• Use automated systems (bots, scrapers) without permission
• Reverse engineer or decompile any part of the Service
• Upload viruses, malware, or other malicious code
• Use the AI chat for emergency or crisis situations

9c. Content Standards

Experts must ensure that their content and AI personas do not:

• Provide specific medical diagnoses or treatment recommendations
• Offer specific legal advice or represent themselves as attorneys (unless licensed)
• Provide specific investment recommendations (unless properly licensed)
• Make guarantees about outcomes, earnings, or results
• Contain misleading claims about credentials or qualifications

10. Intellectual Property

10a. Counsel's Intellectual Property

All content, features, and functionality of Counsel, including software, design, text, graphics, logos, and AI models, are owned by Viva Global LLC and are protected by intellectual property laws.

10b. Expert Content

Experts retain ownership of their original content. By uploading content to Counsel, Experts grant us a license to host, display, and deliver that content to subscribers through the platform.

10c. Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Rent, lease, loan, sell, or sublicense the Service
• Use Counsel's trademarks without prior written permission
• Download, copy, or redistribute Expert content outside the platform without permission

11. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

Key highlights:

• We collect account information, chat history, and usage data to provide the Service
• AI features process your conversations to provide personalized responses
• We do not sell your personal information
• Your data is never used to train external AI models
• You can request deletion of your data at any time
• Experts can access conversation data with their subscribers

12. Disclaimers and Limitations

12a. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, INCLUDING:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the Service will be uninterrupted or error-free
• Warranties regarding the accuracy of AI-generated content
• Warranties regarding the qualifications or competence of Experts
• Warranties regarding the outcomes of coaching or consulting services

12b. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Counsel shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability for all claims shall not exceed the greater of amounts paid to Counsel in six months or $100 USD
• We are not liable for actions taken based on AI-generated content or Expert advice
• We are not liable for the quality, accuracy, or outcomes of Expert services
• We are not liable for Expert conduct, credentials, or qualifications

12c. Expert Services Disclaimer

COUNSEL IS A TECHNOLOGY PLATFORM AND DOES NOT PROVIDE COACHING, CONSULTING, OR ADVISORY SERVICES. ALL SERVICES ARE PROVIDED BY INDEPENDENT EXPERTS WHO ARE SOLELY RESPONSIBLE FOR THEIR SERVICES, CONTENT, AND ADVICE.

13. Indemnification

You agree to indemnify and hold harmless Viva Global LLC, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses arising from:

• Your use of the Service
• Your violation of these Terms
• Your reliance on AI-generated content or Expert advice
• Content you upload or create on the platform
• Your violation of any laws or third-party rights
• (For Experts) Services you provide to Members

14. Termination

14a. Termination by You

You may terminate your account at any time through your account settings or by contacting us at [email protected].

14b. Termination by Us

We reserve the right to suspend or terminate your account at any time, with or without cause, with or without notice, for any reason including violation of these Terms or engagement in harmful behavior.

14c. Effect of Termination

Upon termination:

• Your license to use the Service immediately ends
• We may delete your account and data (subject to retention requirements)
• Active subscriptions will continue until their billing period ends (unless terminated for cause)
• Expert payouts for completed transactions will still be processed
• Sections that by their nature should survive will continue to apply

15. Dispute Resolution

15a. Disputes with Experts

Disputes regarding services, refunds, or content should be directed to the Expert first. Counsel may assist in facilitating communication but is not responsible for resolving disputes between Members and Experts.

15b. Disputes with Counsel

If you have a dispute with Counsel regarding the platform, please contact us at [email protected] to attempt to resolve the dispute informally first.

15c. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

15d. Arbitration Agreement

Any dispute arising from these Terms or the Service shall be resolved through binding arbitration conducted by the American Arbitration Association (AAA) in California.

YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

16. General Provisions

16a. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Counsel regarding the Service.

16b. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

16c. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

16d. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

16e. California Users

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254.