Terms of Service
The Heart Centered Leadership Institute
Last Updated: June, 20261. Agreement and Acceptance
These Terms of Service (“Terms”) constitute a legally binding agreement between the organization, company, or entity that engages THCLI’s services (“Client”) and The Heart Centered Leadership Institute (“THCLI”). By accessing THCLI’s website, engaging with our services, or entering into an engagement with Dr. Nore Salman or THCLI, Client agrees to be bound by these Terms.
If Client does not agree to these Terms, Client may not use THCLI’s services.
2. Definition of Client
“Client” means the organization, company, or entity that engages THCLI’s services. Client is the sole party to this Agreement. While employees, executives, board members, or other stakeholders of Client may participate in THCLI sessions or have access to THCLI materials, they are not parties to this Agreement and do not have independent rights or obligations under these Terms.
Only Client (the organization) is responsible for compliance with all terms, confidentiality obligations, and payment. Individuals are bound by confidentiality through the Confidentiality & Non-Disclosure Agreement but have no independent contractual rights against THCLI.
Client is responsible for ensuring that all Client employees, executives, board members, and other team members who attend THCLI sessions or have access to THCLI materials read, understand, and comply with these Terms of Service, the Privacy Policy, and the Confidentiality & Non-Disclosure Agreement. THCLI is not responsible for ensuring that Client’s team members are aware of these obligations.
3. Services Description
3.1 Services Offered
THCLI provides executive advisory and organizational consulting services, including but not limited to:
- Organizational Risk Assessment™: A 3-5 minute diagnostic tool to assess organizational health
- Executive Diagnostic Session: A 90-minute in-depth advisory session with Dr. Nore Salman
- Executive Coaching & Advisory: Ongoing coaching and advisory support on a retainer basis
- Organizational Advisory Retainer: Comprehensive organizational development and strategy engagement
- Board & Stakeholder Advisory: Governance and stakeholder advisory services
- Proprietary Systems & Infrastructure Licensing: Licensing of THCLI’s proprietary frameworks and systems
3.2 Nature of Services
IMPORTANT DISCLAIMERS:
- THCLI’s services are advisory and coaching in nature, not therapy, clinical psychology, legal advice, or financial advice
- Dr. Nore Salman holds a Psy.D. (Doctor of Psychology) but does NOT provide clinical psychological services, therapy, or mental health treatment
- THCLI’s recommendations are guidance only; Client is solely responsible for all business decisions and implementation
- THCLI makes no guarantee of specific business results, revenue growth, employee retention, or other outcomes
- Results depend on Client execution, market conditions, and other factors beyond THCLI’s control
4. Engagement Process
4.1 Risk Assessment
The Organizational Risk Assessment™ is a 3-5 minute self-assessment tool. Completion does not obligate Client to pursue further engagement.
4.2 Executive Diagnostic
The Executive Diagnostic is a 90-minute advisory session available by application only. Access to the Diagnostic requires:
- 1. Completion of the Risk Assessment
- 2. Submission of the Diagnostic Application (15 questions)
- 3. Execution of the Confidentiality and Non-Disclosure Agreement before the session begins
4.3 Recommendations
Following the Executive Diagnostic, Dr. Salman provides a recommendation regarding which service(s) would be most appropriate for Client’s situation. Recommendations are made in writing.
4.4 Service Engagement
If Client elects to proceed with services, a separate Service Agreement will be provided outlining specific terms, fees, duration, and deliverables.
5. Fees and Payment
5.1 Pricing
Pricing for THCLI’s services is determined based on the specific engagement and service level selected. Pricing details will be provided in the individual Service Agreement.
- Organizational Risk Assessment™: No Fee
- Executive Diagnostic: By application; fee determined after qualification
- Executive Advisory Retainers & Systems Licensing: Pricing varies by scope and duration
5.2 Payment Terms
- Payment terms are specified in the individual Service Agreement
- Invoices are due within the timeframe specified in the individual Service Agreement unless otherwise specified
- Late payments accrue interest at the rate specified in the individual Service Agreement or the maximum rate allowed by law
- THCLI reserves the right to suspend services for non-payment
5.3 Refund Policy
- The Risk Assessment is non-refundable
- The Executive Diagnostic fee is non-refundable once the session is scheduled and held
- Ongoing service fees (Coaching, Organizational Advisory, etc.) are non-refundable except as provided in the individual Service Agreement
- If Client terminates an ongoing engagement early, refunds are calculated based on services rendered through the termination date
5.4 Cancellation and Termination
- Client may cancel an ongoing engagement with written notice as specified in the individual Service Agreement
- Cancellation fees may apply depending on engagement length and terms (specified in Service Agreement)
- THCLI may terminate any engagement immediately if Client breaches this Agreement or the Confidentiality & Non-Disclosure Agreement
- THCLI may terminate any engagement immediately if Client fails to pay fees when due
6. Limitation of Liability
6.1 THCLI’s Liability Limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- THCLI and Dr. Nore Salman shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from Client’s use of or inability to use THCLI’s services
- This includes damages for lost profits, lost revenue, lost business opportunity, or reputational harm
- THCLI’s total liability for any claim related to services provided shall not exceed the total fees paid by Client in the preceding 12 months
6.2 What THCLI Does NOT Guarantee
THCLI does not guarantee:
Results depend on Client’s execution, market conditions, industry dynamics, and factors entirely outside THCLI’s control
- Specific business outcomes, financial results, or performance improvements
- That Client’s organization will achieve the results Client desires or expects
- That Client’s employees or team members will implement recommendations or change behavior
- That recommendations will be effective, appropriate, or successful
6.3 Outcome-Based Claims
Client acknowledges and agrees that engaging THCLI does not create any obligation for THCLI to achieve specific business results, revenue targets, employee engagement improvements, or other outcomes. Client’s satisfaction with THCLI’s services is based on the quality of advice and coaching provided, not on the results Client achieves through implementation. Client waives any claim based on the failure to achieve specific business outcomes.
6.4 Assumption of Risk
Client assumes all risk associated with the use of THCLI’s services and recommendations. Client is responsible for evaluating whether recommendations are appropriate for Client’s specific circumstances.
7. Professional Disclaimers
7.1 Not Legal Advice
THCLI is NOT a law firm. THCLI’s advice is NOT legal advice. If Client requires legal guidance regarding organizational matters, employment law, regulatory compliance, or other legal issues, Client must consult with a qualified, licensed attorney in Client’s jurisdiction.
Client must have all recommendations reviewed by qualified legal counsel before implementing any organizational structure changes, leadership transitions, role eliminations, or personnel decisions. Employment law, labor regulations, and organizational governance requirements vary by jurisdiction. THCLI is not responsible for ensuring Client’s compliance with employment law or regulatory requirements.
Client is solely responsible for obtaining independent legal review of all recommendations that may impact organizational structure, employee relations, or governance before implementation.
7.2 Not Financial or Tax Advice
THCLI does NOT provide financial planning, accounting, or tax advice. If Client requires financial or tax guidance, Client must consult with a qualified CPA, financial advisor, or tax professional.
7.3 Not Clinical Psychology or Therapy
Dr. Nore Salman holds a Psy.D. but does NOT provide clinical psychological services, psychotherapy, or mental health treatment. THCLI’s services are coaching and advisory only.
If Client or any Client team member requires mental health support, crisis intervention, or psychological treatment, they must consult with a licensed mental health professional (therapist, psychiatrist, or counselor).
7.4 Geographic Scope
THCLI operates from the United States but provides advisory services to clients internationally. THCLI is not regulated in Client’s jurisdiction and does not operate under the licensing or regulatory requirements of Client’s country or state.
Client is solely responsible for ensuring that Client’s use of THCLI’s services and implementation of recommendations complies with all laws, regulations, and professional requirements in Client’s jurisdiction.
8. Client Responsibilities
8.1 Accuracy of Information
Client is responsible for ensuring that all information provided to THCLI is accurate, complete, and truthful. THCLI’s recommendations are based solely on the information Client provides during the engagement. If Client provides inaccurate, incomplete, or misleading information, THCLI’s recommendations may be inappropriate, ineffective, or counterproductive. Client is solely responsible for the accuracy and completeness of all information provided to THCLI. THCLI is not responsible for recommending solutions based on inaccurate Client information.
8.2 Implementation Responsibility
Client is solely responsible for:
THCLI provides recommendations and guidance only. Client is solely responsible for implementing recommendations and determining the manner and timing of implementation. THCLI is not responsible for Client’s failure to implement recommendations, Client’s delayed implementation, Client’s partial implementation, or Client’s incorrect implementation. If Client implements recommendations in a manner different from THCLI’s guidance, THCLI is not liable for any resulting consequences. Client’s implementation approach, execution, and outcomes are entirely Client’s responsibility.
- Evaluating recommendations for applicability to Client’s situation
- Consulting with appropriate professionals (legal, financial, clinical) before implementing recommendations
- Making final decisions regarding organizational changes, personnel decisions, or strategic initiatives
- Managing risks and consequences arising from Client’s implementation or non-implementation of recommendations
8.3 Confidentiality Obligations
Client agrees to maintain confidentiality regarding THCLI’s proprietary methodologies and systems. See the Confidentiality & Non-Disclosure Agreement for full details.
8.4 No Recording
Client agrees not to record, photograph, or otherwise capture any THCLI sessions, calls, or meetings (audio, video, or otherwise) without THCLI’s prior written consent. Unauthorized recording violates Client’s confidentiality obligations and may result in immediate termination of the engagement, forfeiture of all fees, and legal action. Any recordings made with THCLI’s consent remain THCLI’s intellectual property and may not be shared, distributed, or used without THCLI’s permission.
8.5 No Assignment
Client may not assign, transfer, delegate, or subcontract its engagement with THCLI to any third party without THCLI’s prior written consent. The engagement is personal to Client and based on THCLI’s relationship with Client’s leadership. Any attempt to assign or transfer the engagement without consent is void and constitutes a material breach of this Agreement. THCLI may assign its rights under this Agreement to a successor or affiliate with notice to Client.
9. Intellectual Property
9.1 THCLI’s Intellectual Property
All materials provided by THCLI, including but not limited to:
…are owned by THCLI or are licensed to THCLI by third parties. These materials are protected by copyright, trademark, and other intellectual property laws.
- THCLI’s proprietary frameworks and methodologies
- Assessment tools and diagnostic processes
- Reports, analyses, and work product specific to Client
- Training materials, resources, and templates
- Copyrightable content and trade secrets
9.2 License Grant
THCLI grants Client a limited, non-exclusive, non-transferable license to use THCLI’s work product and recommendations solely for Client’s internal business purposes during the engagement period.
9.3 Restrictions
Client shall not:
- Reproduce, distribute, or publish THCLI’s proprietary materials without written permission
- Reverse-engineer or attempt to extract THCLI’s methodologies
- License, sublicense, or sell THCLI’s materials to third parties
- Use THCLI’s frameworks to compete with THCLI or provide similar services to others
10. Disclaimers and “AS-IS” Terms
10.1 AS-IS Disclaimer
All THCLI services, materials, recommendations, and tools are provided “AS-IS” without any express or implied warranty.
- THCLI EXPRESSLY DISCLAIMS: Any warranty of merchantability, fitness for a particular purpose, that services will meet Client’s expectations or requirements, that services will be uninterrupted, error-free, or secure, or that recommendations will be effective or appropriate
10.2 No Implied Warranties
Except as expressly stated in these Terms or a Service Agreement, THCLI makes no other warranties, representations, or conditions, whether written or oral.
11. Indemnification
Client agrees to indemnify, defend, and hold harmless THCLI and Dr. Nore Salman from any claims, damages, losses, liabilities, costs, and expenses (including attorney fees) arising from:
- Client’s use of THCLI’s services
- Client’s violation of these Terms or applicable laws
- Client’s implementation of recommendations without appropriate professional review
- Client’s misrepresentation of information provided to THCLI
- Any third-party claims related to Client’s use of THCLI’s materials or recommendations
12. Termination
12.1 Termination by Client
Client may terminate an ongoing engagement with written notice as specified in the Service Agreement, subject to any fees or penalties specified in the Service Agreement.
12.2 Termination by THCLI
THCLI may terminate an engagement immediately if:
- Client breaches this Agreement or the Confidentiality & Non-Disclosure Agreement
- Client fails to pay fees when due
- Client’s conduct is abusive, threatening, or unethical
- Continued engagement is not in THCLI’s or Client’s best interest
12.3 Effects of Termination
Upon termination:
- THCLI ceases providing services
- Client remains liable for all fees and expenses incurred through the termination date
- Confidentiality obligations survive termination (see Confidentiality & Non-Disclosure Agreement)
- All provisions regarding liability limitations and disclaimers survive termination
13. Governing Law and Dispute Resolution
13.1 Governing Law
This Agreement is governed by the laws of the state designated by THCLI, without regard to conflict of law principles. Client consents to the exclusive jurisdiction of the courts in that state.
13.2 Mandatory Arbitration for Client Claims
All disputes initiated by Client against THCLI shall be resolved through mandatory binding arbitration, not litigation in court.
- A single neutral arbitrator will hear the case
- Client waives the right to jury trial
- Client waives the right to sue THCLI in court
- Client shall pay all arbitration fees and costs
- If THCLI prevails, Client shall reimburse THCLI’s reasonable attorney fees
13.3 THCLI’s Right to Litigation
THCLI retains the unconditional right to pursue claims against Client (including but not limited to breach of confidentiality, anti-defamation violations, IP theft, non-use violations, or other breaches of this Agreement) through litigation, injunctions, arbitration, or any other legal remedy available. Client shall be responsible for all of THCLI’s reasonable attorney fees, legal costs, court costs, and other expenses incurred by THCLI in pursuing such claims.
14. Entire Agreement and Amendments
14.1 Entire Agreement
These Terms, along with any Service Agreement and the Confidentiality & Non-Disclosure Agreement, constitute the entire agreement between Client and THCLI regarding the services provided. These Terms supersede all prior negotiations, representations, agreements, and understandings, whether written or oral.
14.2 Amendments
No amendment to these Terms is valid unless made in writing and signed by authorized representatives of both parties.
15. Severability
If any provision of these Terms is found by a court or arbitrator to be invalid, unenforceable, or unlawful, the remaining provisions shall remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the intent of the parties.
16. Contact Information
For questions about these Terms of Service or THCLI’s services, contact:
Email: support@thcli.com
Mailing Address: The Heart Centered Leadership Institute, Honolulu, HI
This Terms of Service is effective as of June, 2026 and has been customized for THCLI.
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