Terms & Conditions

These Terms govern Your access to and use of the Services, including www.helixvm.com, www.helixcares.com, Helix application programming interfaces, access tokens, HTML scripts, code snippets, tools, instructions, documentation, dashboards, white-labeled versions of the Services, and any other Helix-owned or Helix-operated service that links to these Terms. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations.

Even if You access the Services through a website or mobile application operated or controlled by a third party, these Terms are entered into between You and Helix. Helix may change or modify these Terms from time to time in its sole discretion. If changes are made, Helix may provide notice by email, through the Services, or by updating the "Last Updated" date. Changes are effective upon posting unless otherwise stated. Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms. If You do not agree to revised Terms, You must discontinue use of the Services.

Helix contracts and partners with licensed professional entities and software platforms to provide synchronous and asynchronous consultations, subject to applicable state legal and regulatory requirements. For Telehealth and In-Office Consults, the treating licensed provider determines the scope of diagnosis, treatment, and care, which may include prescribing appropriate medications or devices, ordering diagnostics, making specialist referrals, and arranging follow-on services. If You have clinical questions regarding a Telehealth or In-Office Consult, contact Helix using the information in Section 29 so You can be connected or directed to the appropriate patient-services or clinical team.

Helix may order diagnostic tests when appropriate, provide Patient Outreach when appropriate, and review test results (collectively, "Clinician Oversight"). Helix does not itself provide CLIA laboratory testing and is not responsible for laboratory tests or other services independently provided by third parties or through third-party websites.

If a CLIA laboratory test result is outside the normal range to a degree that may constitute an immediate health risk or require immediate action by the ordering Helix provider (a "Critical Result"), or is outside established norms but is less urgent (an "Abnormal Result"), Helix may contact You directly ("Patient Outreach"). During Clinician Oversight, Helix may review symptoms, educate You regarding test results, and recommend appropriate follow-up.

The limitations in this paragraph apply specifically to Clinician Oversight for diagnostic testing: Helix will not initiate treatment or prescribe medication or devices solely through Clinician Oversight. Instead, You may be directed to follow up with Your regular healthcare practitioner or primary care physician. You are responsible for providing Your test results to that provider and initiating follow-up for care, diagnosis, or treatment. Helix will provide results that You can download and share, but Helix will not forward those results to Your provider on Your behalf. For clinical questions concerning Clinician Oversight, contact Helix using the information in Section 29.

The Services may additionally include: (a) health care and wellness information ("Content"); (b) administrative support related to scheduling or payment for health care services; and (c) telecommunications support that facilitates direct access to healthcare providers contracted with Helix for communications, consultations, assessments, and treatment.

I voluntarily consent to medically appropriate evaluation and treatment by licensed healthcare professionals providing Services through Helix or its affiliated professional entities. Depending on the clinical circumstances, Services may include history-taking, examination, assessment, diagnosis, treatment planning, medication management or prescribing when clinically appropriate and legally permitted, diagnostic testing, referrals, follow-up care, patient education, and other healthcare services within the treating provider's scope of practice.

I understand that medicine is not an exact science and that no specific result, cure, diagnosis, medication, treatment plan, or outcome has been guaranteed. I understand that I may ask questions about proposed care, available alternatives, reasonably foreseeable risks and benefits, and recommended follow-up. I may refuse or withdraw consent to a proposed service or treatment to the extent permitted by applicable law; however, doing so may affect the provider's ability to diagnose, treat, prescribe, or continue providing Services.

I authorize the treating provider to use professional judgment in determining whether the requested service is clinically appropriate and whether an in-person examination, emergency evaluation, specialist consultation, additional testing, or another level of care is necessary.

I consent to receiving healthcare through telehealth when offered and clinically appropriate. Telehealth may include synchronous audio/video encounters and, where permitted, asynchronous communications or review of information submitted electronically. I understand that telehealth is intended to improve access to care but is not appropriate for every medical condition or every patient.

I understand the potential limitations and risks of telehealth, including limitations on physical examination, incomplete or inaccurate information, technology or connectivity failures, delays or interruptions, and privacy or security risks despite reasonable safeguards. A provider may determine that telehealth is insufficient and require or recommend an in-person evaluation, emergency care, additional testing, or referral.

At the time of a telehealth encounter, I agree to provide my current physical location and accurate contact information when requested. I understand that provider licensure and telehealth requirements depend on the state or jurisdiction where I am physically located. I will tell the provider if another person is present or participating in the encounter, and I understand that the provider may ask for my consent before allowing a third party to participate.

I may ask questions about telehealth, decline or stop a telehealth encounter, and seek in-person care when appropriate, subject to applicable law and the clinical circumstances. If the connection is lost or an urgent medical concern develops, I will follow the provider's instructions or seek emergency assistance, including calling 911 when appropriate.

I consent to medically appropriate diagnostic and laboratory testing ordered in connection with my care, including the collection, processing, and review of specimens or diagnostic information by Helix, affiliated professional entities, and independent laboratories or diagnostic service providers as applicable. I understand that third-party laboratories and diagnostic providers may have separate terms, billing practices, privacy practices, and responsibilities.

I understand that test results may be normal, abnormal, inconclusive, delayed, or require repeat or additional testing. I agree to review results made available to me, respond to outreach regarding significant findings, and obtain recommended follow-up care. I understand that diagnostic testing does not by itself guarantee a diagnosis or treatment outcome.

I agree to provide complete and accurate information reasonably necessary for my care, including my symptoms, medical history, allergies, current medications and supplements, pharmacy information, pregnancy status when clinically relevant, prior diagnoses and treatments, insurance information, and material changes in my health. I understand that incomplete or inaccurate information may affect the safety, accuracy, or appropriateness of my care.

I am encouraged to ask questions when I do not understand a diagnosis, treatment recommendation, medication instruction, test result, follow-up plan, or financial responsibility. I am responsible for following agreed treatment and follow-up instructions or for informing the provider when I choose not to follow them. I will promptly seek urgent or emergency care when advised or when I believe my condition may be an emergency.

I understand that a request for a particular medication, test, referral, work note, disability certification, or other service does not guarantee that it will be ordered or provided. Clinical decisions remain within the professional judgment of the treating licensed provider and applicable law.

I acknowledge that I have been provided access to, or offered a copy of, Helix's Notice of Privacy Practices ("NPP"), which describes how protected health information may be used and disclosed and explains patient privacy rights. I understand that this acknowledgment confirms receipt or availability of the NPP and is not, by itself, an authorization for uses or disclosures that otherwise require a separate authorization under applicable law.

If applicable to the Services I receive, additional privacy protections or notices may apply to specially protected records, including records subject to federal substance-use-disorder confidentiality requirements or state privacy laws.

Information about payment responsibility for Clinician Oversight and Telehealth / In-Office Services is provided through the Helix website and this Agreement. Payment may be collected (a) directly by Helix's contractually affiliated professional entities or (b) by Helix affiliates on behalf of such entities. Services may be paid by You and/or Your insurer or health plan, and Helix or its affiliates may submit and process insurance paperwork or claims. You may request a detailed accounting of the Services provided to You.

"Patient Financial Responsibility" means amounts for which You are responsible, including Self -Pay amounts, Cost Sharing (including Co-Pays, Co-Insurance, and Deductibles), Balance Billing, and charges for Non-Covered Services as described in Section 4. Your Patient Financial Responsibility may arise before or after Services are rendered and may be affected by Your insurer's adjudication of a claim. Claims may be processed in-network or out-of-network depending on Helix's participating agreements and Your plan. Coverage and reimbursement vary by plan, and Services may not be eligible for in-network coverage or reimbursement.

Commercially insured beneficiaries may have claims processed under out-of-network benefits or in-network benefits as determined by Helix's participating agreements. Federal and state surprise-billing protections may limit Patient Financial Responsibility in certain circumstances. When applicable, Helix will provide required notices, disclosures, estimates, and billing protections in accordance with law. If additional technical services or non-covered services are offered, You will be notified when required and may be responsible for applicable charges.

You are responsible for reviewing and understanding Your insurer's Explanation of Benefits. Helix is not responsible for an insurer's reimbursement or coverage decisions. If Your payer is deemed out-of-contract with Helix, You will be responsible for the In-Network-Contract-Expiration-Service fee of $10.00 per claim, in addition to any other applicable Patient Financial Responsibility.

To the extent permitted by applicable law and Your health plan, You authorize Helix and/or the applicable affiliated professional entity to submit claims and supporting information for Services and to receive payment of benefits directly when assignment of benefits is accepted. You remain responsible for Patient Financial Responsibility and for amounts that Your plan does not pay, subject to applicable law and contractual restrictions.

If You are uninsured or choose not to use insurance for scheduled Services, You may have a right under federal law to receive a written Good Faith Estimate of expected charges when the legal requirements for an estimate are met. A Good Faith Estimate is an estimate and may not include unanticipated or separately scheduled services. Information about applicable patient-provider dispute rights will be provided as required by law.

In the event of a credit card default when collecting Patient/Guarantor outstanding balances, only 3 electronic notifications and 1 paper statement will be sent prior to Helix or Helix Network sending balance to Collections. You as Patient/Guarantor will be responsible for bounced check / credit card decline fees, statement fees, admin fees and any other fees deemed necessary by Helix and Helix Network. Furthermore, You agree to reimburse us the fees of any collection agency, which will be added to the account at the time it is placed with an agency for collection and may be based on a percentage of 30-50% of the debt plus an account management fee up to $500.00, and all reasonable costs and expenses, including reasonable attorneys' fees incurred in such collection efforts.

Patient / Guarantor request for a refund or credit dispute will not be validated, or accepted, by Helix until ALL Insurance Payers notify Helix of monies owed, eligibility and other legal requirements. Helix will have 30 days from final notices to process Your request. Any request will only be accepted via the electronic communication or with notice to billing@helixcares.com and legal@helixcares.com.

For services rendered and paid for on the same day, we do not have an option for cancellation of services. The payment collected at the time of service is for services rendered that do not require any adjudication process, such as DME purchases, non-covered services, and/or self-pay patients.

Inquiries or questions regarding services and payments are to be sent to patientaccounting@helixcares.com. Once an inquiring email is sent, YOU must allow 30 days for Helix to resolve the issue before a dispute or chargeback can be issued with the guarantor’s/cardholder’s bank. If the guarantor/cardholder issues a chargeback prior to this, please understand that a minimum of a $100.00 fee will be applied to the account and billed to the guarantor of the account.

Helix notifies You that it is not in-network with most Medicaid-sponsored plans. If You present Medicaid or another sponsored plan as a form of payment, You may incur Patient Financial Responsibility as an out-of-network beneficiary. Any amount not covered or paid by Your healthcare plan or insurer remains subject to Patient Financial Responsibility as defined in Section 3. Helix is under no obligation to accept zero or discounted payment for Services You receive. If You elect to pay privately (Self -Pay) at the time of service, Medicaid will not be notified of Your visit and Helix is not obligated to submit insurance paperwork or billing to Medicaid.

Your insurer may determine that certain medical services are not reimbursable because they are "Non-Covered Services." Coverage terms for Non-Covered Services are determined by Your insurer and vary by plan and provider. In accordance with applicable insurer contract terms, Helix may bill You its usual and customary charges for Non-Covered Services. Helix does not procure prior authorizations from insurers. Charges for Non-Covered Services are included within Patient Financial Responsibility as defined in Section 3.

By placing a credit card or payment token on file with Helix, You authorize Helix to charge that payment method for amounts due for Services after applicable insurance adjudication and Helix's internal billing review, including Outstanding Balances that are part of Your Patient Financial Responsibility. A credit card or token on file is required for post-visit balances; if You cannot place a token on file, Helix is not obligated to provide Services.

You confirm that You are 18 years of age or older and/or are an authorized user of the payment method and are authorized to act as Guarantor for the applicable Patient Financial Responsibility. Helix does not recommend use of debit or prepaid cards because they may result in overdraft or other fees, and Helix is not responsible for such fees charged by Your financial institution.

A non-refundable verification/booking fee of no more than $1.99 may be charged to the payment method provided at the time of service. In addition, a $3.99 convenience fee or merchant processing / administrative processing fee may be charged in connection with credit-card payments to compensate Helix for administration and management of its card-on-file program. This paragraph is intended to describe the payment-processing fee referenced elsewhere in this Agreement as a single category of fee, rather than as duplicative fees.

Accurate medical history and insurance information are important to treatment, continuity of care, and billing. You authorize Helix and its affiliated professional entities to obtain, use, and disclose health and insurance information as permitted by applicable law for treatment, payment, healthcare operations, care coordination, and insurance claim adjudication. This provision is not intended to replace a separate HIPAA authorization or other consent when one is legally required for a particular use, disclosure, or category of specially protected information. When a separate authorization is required, Helix will request it separately.

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use Service. Additional fees and data charges may apply to Your use of the mobile services and the Internet.

Federal regulations under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) require Helix to provide You with a privacy notice. If You provide an email address or mobile phone number, Helix may send email or text communications (standard data rates may apply) in connection with providing Services. If obtained and permitted, You also consent to receiving private notifications through social-media accounts. These patient-service communications are separate from the electronic legal notices described in Section 9.

Helix may modify its privacy policy from time to time. By using the Services, You consent to actions Helix may take with respect to Your information consistent with these Terms, the Privacy Policy, and the Notice of Privacy Practices. The privacy policy is available at www.helixcares.com or by contacting billing@helixcares.com or legal@helixcares.com.

The health and wellness resources available through the Services are not a substitute for direct in-person healthcare in all circumstances. The decision to follow treatment recommendations rests with You, and the Services do not replace Your existing primary-care or other physician relationship.

By accepting these Terms, You consent to Helix sending You disclosures, notices, messages, reports, and other communications electronically. Electronic delivery may satisfy legal requirements that communications be in writing. You are responsible for monitoring these communications and should retain copies when appropriate. You acknowledge that Helix and the Helix Network are not responsible for loss, injury, or claims arising from Your failure to read these communications or to comply with treatment recommendations contained in them.

In order to access or use the Services, You represent and warrant that:

§ You are age 18 or over, or if You are under the age of 18, You have obtained Your parent's or legal guardian's consent to access and use the Services through their Account.

§ You are located in and reside in the United States or its territories. All data You provide or make available in connection with the Services shall relate only to users located in the United States. You will not access the Services outside of the United States and Helix disclaims any responsibility for any attempt by You to do so.

§ You are located in a state where we operate (depending on the type of Services).

§ Any data submitted or provided by You or on Your behalf in connection with the Services is truthful, accurate, and appropriate.

§ The Services that You request are for Your own personal use or the use of a person for whom You are legal guardian.

To access and use certain features of Service, You might need to register for an account ("Account") by creating a password and providing Your name, email address, phone number and other information. If You register for an Account, You must provide accurate information and promptly update this information if it changes. You also must maintain the security of Your Account and promptly notify us if You discover or suspect that someone has accessed Your Account without Your permission. If You permit others to use Your Account credentials, You are responsible for the activities of such users that occur in connection with Your Account. For example, if You are a parent or guardian that provides consent to Your teenager's use of the Services through Your Account, You agree to be bound by these Terms in respect of such teenager's use of the Services.

All health professionals performing licensed clinical services by Helix hold the professional licenses issued by the professional licensing boards or agencies in the states where they practice. All physicians, physician assistant, and nurse practitioners hold advanced degrees and have undergone postgraduate training. You can report a complaint relating to the care provided by a health care professional by contacting the professional licensing board in the state where the care was received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the board or agency that licenses, registers, or certifies the licensee.

You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website at https://www.fsmb.org/state-med...

Subject to Your compliance with these Terms, Helix grants You a personal, limited, revocable, non-exclusive, and nontransferable right to access and use the Services in the United States solely for Your personal and non-commercial use. No ownership right or other interest in the Services is transferred to You, and all rights not expressly granted are reserved by Helix, its vendors, and licensors. Helix may deny or suspend use of the Services in its sole discretion.

You agree that You will not, and will not attempt to: (a) impersonate any person or entity or misrepresent Your affiliation; (b) use the Services in violation of local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate software or other components of the Services; (d) introduce or propagate viruses, Trojan horses, or other harmful code; (e) infringe, misappropriate, or otherwise violate intellectual-property or other third-party rights; (f) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services or related materials; (g) use the Services to create or develop competing products or services or otherwise to Helix's commercial detriment; (h) damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise harm the Services or content; (i) violate the security of or gain unauthorized access to the Services or any computer network; (j) bypass, disable, impair, or circumvent security or technological protections; (k) remove or obscure trademarks, specifications, warranties, disclaimers, or proprietary-rights notices; (l) use manual or automated means to monitor or copy content for an unauthorized purpose; (m) copy, duplicate, store, publish, transmit, reproduce, transfer, distribute, disseminate, aggregate, or otherwise use Helix or third-party content except as permitted by these Terms; (n) exceed the scope of the access rights granted above; or (o) encourage or enable another person to do any of the foregoing.

As between Helix and You, Helix is the sole and exclusive owner of all right, title, and interest in and to the Services and Content, including their information, software, text, displays, images, video, audio, design, selection, arrangement, look and feel, functionality, and associated intellectual-property rights, as well as suggestions, ideas, or other feedback You provide. Any permitted copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services remains subject to Helix's or its licensors' intellectual-property rights. Your rights to access, copy, download, or otherwise use materials from the Services are limited to the personal, non-commercial rights expressly granted in Section 13.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos ("Marks") of Helix. You are not authorized to use any such Marks without the express written permission of Helix or the Helix Network. Ownership of all such Marks and the goodwill associated therewith remains with us or our Helix Network.

The Services may contain hyperlinks or references to other websites and mobile applications ("Linked Sites") operated by third parties. The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to You only as a convenience, and the inclusion of any link does not necessarily imply endorsement, sponsorship, or recommendation of such Linked Site or the content, products, or services on or available from such of the Linked Site or any association with its operators. Your use of these Linked Sites is at Your own risk, and we are not liable to You in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived at the Services through a Linked Site, including a Linked Site controlled by a parent, subsidiary, or affiliate of Helix. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to Your use of or access to the Services.

The Terms of Use will remain in full force and effect as long as You continue to access or use the Services. You may terminate the Terms of Use at any time by discontinuing use of the Services. Your permission to use the Services automatically terminates if You violate these Terms of Use.

Helix may terminate or suspend any of the rights granted by these Terms of Use and Your access to and use of the Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties / Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, Helix reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Helix will have no further obligation to provide the Services.

You EXPRESSLY AGREE THAT USE OF THE SERVICES AND CONTENT IS AT Your SOLE RISK. You ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HELIX AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY "RELATED PERSONS") MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT Your USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER HELIX NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY Your RELIANCE ON CONTENT OBTAINED THROUGH THE SERVICES. IT IS Your RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES. FURTHERMORE, HELIX DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND HELIX DISCLAIMS ANY LIABILITY RELATING THERETO.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF HELIX OR THE RELATED PERSONS (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS OR USE OF THE SERVICES, EXCEED THE GREATER OF $50 OR THE AMOUNT You PAID TO US TO USE THE SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH Your CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT THAT Your REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE HELIX AND ITS RELATED PERSONS' SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY

You agree to indemnify, defend, and hold harmless Helix and all its affiliates from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys' fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, Your use of the Services in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by You of these Terms of Use.

To the fullest extent permitted by applicable law, You release Helix and other Related Persons from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If You are a California resident, You hereby waive any rights You may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which You may know or suspect to exist in Your favor at the time of agreeing to this release.

Helix reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that Helix shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services.

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED EXCEPTIONS DESCRIBED BELOW, IT REQUIRES YOU AND HELIX TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF THE RIGHT TO A COURT OR JURY TRIAL.

Except for disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for alleged unlawful use of intellectual property, You and Helix agree to waive their respective rights to have Disputes arising from or relating to these Terms or the Services resolved in court or by a jury. Instead, Disputes will be resolved through binding arbitration conducted by the American Arbitration Association ("AAA") under the arbitration rules in effect when arbitration is initiated (the "AAA Rules") and the rules set forth in these Terms. If the AAA Rules conflict with these Terms, these Terms will govern.

Unless the parties agree otherwise, arbitration will be conducted in Palm Beach County, Florida. Each party will be responsible for filing, administrative, and arbitrator fees in accordance with the AAA Rules. The arbitrator's award shall include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. Judgment on the award may be entered in any court of competent jurisdiction.

You and Helix agree that these Terms affect interstate commerce and that the enforceability of this Section 22 is substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

You and Helix each agree to resolve Disputes on an individual basis and waive any right to pursue Disputes on a class or consolidated basis or in a representative capacity.

Regardless of any statute or law to the contrary, any Dispute arising out of or related to the Services or any Content must be filed within one (1) year after the claim or cause of action arose, or the Dispute will be forever barred.

These Terms and Your access to and use of the Services are governed by the laws of the State of Florida, without regard to conflict-of-law rules or principles that would require application of another jurisdiction's laws. Any Dispute that is not subject to arbitration and cannot be heard in small claims court shall be resolved on an individual basis in the state or federal courts sitting in Palm Beach County, Florida.

All parts of these Terms apply to the maximum extent permitted by law. If any part cannot be enforced as written, it will be replaced with enforceable terms that most closely match its intent, to the extent permitted by law. The invalidity of one provision will not affect the validity or enforceability of the remaining provisions. Section headings are for convenience only and have no legal force or effect.

No waiver by Helix of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Helix to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Neither these Terms of Use, nor any content, materials, or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and You. You may not enter into any contract on our behalf or bind us in any way.

You agree that any violation, or threatened violation, by You of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

You may not assign any of Your rights under these Terms of Use, and any such attempt will be null and void. Helix affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Helix is transferred to another entity by way of merger, sale of its assets or otherwise.

You understand that this practice may use secure, HIPAA-compliant Artificial Intelligence (collectively, "Al Tools") to assist in documenting and recording information You provide during Your visit, including telehealth and in-person encounters. These tools may be used to summarize or transcribe Your responses to improve accuracy and efficiency of medical documentation. You understand that all notes generated through AI are reviewed and approved by a licensed healthcare provider before becoming part of Your medical record. AI does not make clinical decisions or replace Your provider’s professional judgment.

As part of our efforts to improve the quality and accuracy of our clinical services and documentation, artificial intelligence and machine learning technologies may be used in connection with your diagnosis, treatment and/or to generate visit notes. This may include recording or transcribing your appointment, determining the availability of insurance benefits, or reviewing your medical records and data. Our clinicians will review all Al outputs to ensure accuracy. When you interact with such services, the AI Tools may analyze your interactions with us and develop, improve, and enhance machine learning models that power Al Tools. By signing below, you consent to our use of third-party AI technology and systems in your visits and treatments.

You acknowledge that we may use your personal information and any user content, input, uploads, or feedback that you provide to us to enable and deliver certain service features that may be powered by artificial intelligence and machine learning technologies such as onboarding, patient intake, ambient listening, chat boxes, and other uses. ln addition, that data may be provided in real-time or after-the-fact to service providers for purposes outlined in this notice. When used in connection with AI Tools, your protected health information will continue to be protected by applicable privacy and security laws. If you have concerns about the impact of Al Tools on you, you may contact us at legal@helixcares.com.