Terms of
Service

1. Acceptance of Terms

Welcome to Helna. By accessing or using our healthcare collaboration platform and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access or use our Services.

These Terms constitute a legally binding agreement between you (either as an individual or on behalf of an entity) and Helna regarding your use of our platform, websites, applications, and related services.

2. Service Description

Helna provides an AI-powered healthcare collaboration platform designed for:

• Clinical operations management and workflow automation
• Patient management and electronic health records
• Telehealth and virtual care delivery
• Healthcare analytics and reporting
• Secure communication and care coordination
• Compliance management and audit trails

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice.

3. Eligibility and Account Registration

3.1 Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Be a licensed healthcare professional or authorized representative of a healthcare organization
• Have the legal authority to enter into these Terms
• Comply with all applicable laws and regulations

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using strong passwords and enabling multi-factor authentication

4. Permitted Use and Restrictions

4.1 Permitted Use

You may use our Services only for:

• Legitimate healthcare operations and patient care
• Lawful business purposes consistent with healthcare regulations
• Internal use within your authorized organization

4.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Access or attempt to access another user's account without authorization
• Interfere with or disrupt the integrity or performance of our Services
• Introduce viruses, malware, or other harmful code
• Reverse engineer, decompile, or disassemble any part of our Services
• Use automated systems to access our Services without permission
• Remove or modify any proprietary notices or labels
• Use our Services for any unlawful or fraudulent purpose
• Share, sell, or sublicense access to our Services
• Store or transmit infringing, libelous, or unlawful material

5. Healthcare Compliance

5.1 HIPAA Compliance

For US healthcare organizations, we serve as a Business Associate under HIPAA. A separate Business Associate Agreement (BAA) will be executed, which incorporates the required HIPAA safeguards and obligations.

5.2 GDPR Compliance

For EEA users, we act as a Data Processor. A Data Processing Agreement (DPA) is available and incorporates the required GDPR protections, including Standard Contractual Clauses for international data transfers.

5.3 Professional Responsibility

You acknowledge that you are solely responsible for all clinical decisions and maintaining compliance with applicable medical standards, licensing requirements, and professional obligations. Our Services are tools to assist, not replace, professional judgment.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All rights, title, and interest in our Services, including all software, designs, trademarks, and copyrights, are owned by Helna or our licensors. These Terms do not grant you any ownership rights to our Services.

6.2 Your Data

You retain all rights to your data, including patient records and healthcare information. By using our Services, you grant us a limited license to:

• Host, store, and process your data to provide the Services
• Create anonymized, aggregated data for analytics and improvement
• Use de-identified data to enhance our AI models and features

6.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services become our property and may be used without compensation or attribution.

7. Fees and Payment

Certain aspects of our Services may require payment. By providing payment information, you:

• Authorize us to charge your payment method for applicable fees
• Agree to pay all fees as described in your subscription plan
• Acknowledge that fees are non-refundable except as required by law
• Accept that we may change fees with 30 days' advance notice
• Are responsible for all taxes associated with your subscription

Failure to pay may result in suspension or termination of your account.

8. Service Level and Support

We strive to provide reliable service with minimal downtime. However:

• Services are provided "as is" and "as available"
• We do not guarantee uninterrupted or error-free operation
• Scheduled maintenance will be communicated in advance when possible
• Technical support is available as described in your subscription plan
• Service Level Agreements (SLAs) are available for enterprise customers

9. Data Security and Breach Notification

We implement industry-standard security measures to protect your data. In the event of a security breach:

• We will notify affected users within 72 hours of discovery (or as required by law)
• We will cooperate with regulatory authorities as required
• We will take immediate steps to mitigate the breach
• We will provide information about the nature and extent of the breach

10. Limitation of Liability

10.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Damages

IN NO EVENT SHALL HELNA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100 IF NO PAYMENTS WERE MADE.

11. Indemnification

You agree to indemnify, defend, and hold harmless Helna, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from:

• Your violation of these Terms
• Your use or misuse of our Services
• Your violation of any laws or third-party rights
• Your clinical decisions and patient care
• Any content you submit or transmit through our Services

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our Services.

12.2 Termination by You

You may terminate your account at any time by contacting support or through your account settings.

12.3 Termination by Us

We may suspend or terminate your access immediately if you:

• Violate these Terms
• Fail to pay applicable fees
• Engage in fraudulent or illegal activities
• Create security risks or legal liability

12.4 Effect of Termination

Upon termination:

• Your right to access our Services immediately ceases
• We will provide a 30-day window to export your data
• We may delete your data after the export period
• Provisions regarding liability, indemnification, and disputes survive termination

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of [Your Jurisdiction], without regard to conflict of law principles.

13.2 Arbitration (US Users)

For US users, disputes will be resolved through binding arbitration rather than in court, except for small claims court matters or intellectual property disputes.

13.3 EU Dispute Resolution

For EU users, disputes will be resolved in accordance with EU law, and you may pursue remedies through your local courts or alternative dispute resolution mechanisms.

14. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated through:

• Email notification to your registered address
• Prominent notice on our platform
• 30 days' advance notice before changes take effect

Continued use of our Services after changes constitutes acceptance of the modified Terms.

15. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Helna
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect
• Waiver: Our failure to enforce any right does not constitute a waiver of that right
• Assignment: You may not assign these Terms; we may assign them to affiliates or successors
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control
• Export Control: You agree to comply with all applicable export control laws

16. Contact Information

For questions about these Terms: