IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR PRIMARY CARE PROVIDER OR DIAL 911.

Please read these Terms of Use ("Terms" or "Terms of Use") carefully, as they constitute a binding contract between you, an individual user ("you"), and Helix Virtual Medicine, Inc. ("HelixVM") on behalf of itself, its subsidiaries, corporate affiliates, and its contractually affiliated professional entities (collectively, "HelixVM, "We," "Our", or "Us") related to the Services (defined below), including clinical services provided virtually through our healthcare partners and clinician oversight of certain laboratory tests offered through our healthcare partners (collectively "HelixVM Network"). HelixVM is not responsible for other services provided by our affiliates or healthcare partners or through or in connection with those partners" websites. Note that Section 19 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

Your use of the Services is subject to our Notice of Privacy Practices, our Informed Consent, any additional consents that you provide and any additional terms or policies of which we provide notice to you.

By clicking "I accept", or by accessing or using the Services (as defined below in Section 2), you acknowledge that you have read, understood, and agreed to be legally bound by these Terms. You are not permitted to use the Services if you do not agree to these Terms, including the mandatory arbitration provision in Section 19.

1. Introduction

These Terms govern your access to our Services; use of the website located at www.helixvm.com (the "Website"); HelixVM's application programming interface, access tokens, HTML scripts, code snippets, tools, instructions, documentation, and other materials made available by HelixVM; the HelixVM Dashboard located at www.helixvm.com; any white-labeled version of our Services; and any other services owned or operated by HelixVM which link to these Terms and describe your rights and responsibilities with regard to the Services that you may use for any reason. Your access to and use of the Services is subject to these Terms of Use and all applicable laws and regulations. Even though you may have arrived at the Services through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and HelixVM. The Services are continually under development, and HelixVM reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services or updating the "Last Updated" date at the beginning of these Terms. You should check the Terms from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Services. If you disagree with any of these Terms, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes. If you do not agree to the revised Terms, you may not access or use the Services

2. The Services

Telehealth Consults.

HelixVM contracts and partners with Healthcare provider professional entities, ("HelixVM Network") to provide consultations through the use of synchronous and asynchronous telecommunication technologies depending on your state's legal and regulatory requirements. The HelixVM Network conducting the consult determines the scope of services for diagnosis, treatment, and care, including prescribing appropriate medication or devices, diagnostics, specialist referrals and follow-on services. If you have any clinical questions in connection with your Telehealth Consult, please contact HelixVM at the contact information below and you will be connected or directed to a member of the HelixVM clinical team.

Clinician Oversight for CLIA Laboratory Tests.

HelixVM Network order tests when appropriate, provide Patient Outreach when appropriate (defined below), and review test results (collectively, "Clinician Oversight"). HelixVM does not provide CLIA laboratory tests and is not responsible for the provision of laboratory tests or other services provided by third parties or through third-party websites. If you receive a CLIA laboratory test result with a value that is outside the normal range to a degree that may constitute an immediate health risk to you or require immediate action on the part of the ordering HelixVM Network ("Critical Result") or below the established norms for a particular test, but not as urgent as a Critical Result ("Abnormal Result"), a HelixVM Network will reach out to you directly ("Patient Outreach"). The HelixVM Network will review for symptoms, educate you on the test results, and make recommendations for follow-up treatment.

The HelixVM Network will neither initiate treatment nor prescribe any medication or device, but rather will direct you to follow up with your regular healthcare practitioner or primary care physician. You are solely responsible for forwarding any test results to your primary care provider and for initiating follow up with such provider for care, diagnosis, or medical treatments. HelixVM will not forward your results to your provider; however you will be provided with results that you can download and bring to your provider. If you have any clinical questions in connection with the Clinician Oversight, please contact HelixVM at the contact information below and you will be connected or directed to a member of the HelixVM clinical team.

Additional Services.

The Services may additionally include: (a) providing individuals with information on health care and wellness ("Content"); (b) administrative support in connection with scheduling or payment for health care services; and (c) telecommunications support for use of the Services as a means of direct access to health care providers contracted with HelixVM Network for communications, consultations, assessments, and treatment by such health care organizations and providers. The Services do not replace your existing primary care or other relationship with your physician.

3. Financial Policy & Payments

Information regarding payment for Clinician Oversight and Telehealth Services is provided on the HelixVM website and assigned to our HelixVM Network. Payment for Clinician Oversight or Telehealth Services is either collected (a) directly by HelixVM's contractually affiliated professional entities or (b) by our HelixVM Network on behalf of such entities. Clinician Oversight and Telehealth Services are paid by you and/or your insurer/health plan. HelixVM does partner with our HelixVM Network to submit and process insurance paperwork or claims. You may request that we, or our HelixVM Network provide, you with a detailed accounting of the Services provided to you. When insurance claims are processed, they may be processed in-network or out-of-network which may impact your out-of-pocket expenses. The terms and conditions of coverage for Clinician Oversight and Telehealth Services vary by plan, and the Services offered by HelixVM and our HelixVM Network may not be eligible for coverage or expense reimbursement.

You as Patient / Guarantor (i.e., YOU or YOUR) are responsible for Self-Pay or Co-Pays/ Co-Insurance prior to Services being rendered. Your credit card authorization (i.e., Credit Card / Token on File) is required to pay your post-visit balance due. If you cannot place a token on file, you will not be provided Services. HelixVM does NOT recommend the use of debit cards or pre-paid cards because this could lead to overdraft fees. If you choose to use your debit card, HelixVM is NOT responsible for any overdraft fees or late fees that you might inquire. A temporary hold may be placed on your credit card account to verify that the account is active. This amount will not exceed $1.50. It should drop off your bank account in 1-2 business days.

Patient/Guarantor is responsible to understand their Explanation of Benefits from their Healthcare Insurance plan. HelixVM is not responsible for YOUR Insurer's reimbursement decisions, and YOU are always responsible for Outstanding Balances as outlined in YOUR Insurer's EOB in accordance with In-Network and Out-of-Network billing rules.

In the event of a credit card default when collecting Outstanding Balances, only 3 statements will be sent prior to Helix VM or HelixVM 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 HelixVM and HelixVM Network. Furthermore, HelixVM Collections Agency accepting assignment of your balance will also charge you additional Account Administration & Management Fees up to the maximum legal limit the Agency can charge.

Patient Guarantor request for a refund or credit dispute will not be validated, or accepted, by HelixVM until ALL Insurance Payers notify HelixVM of monies owed, eligibility and other legal requirements. HelixVM 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 legal@helixvm.com.

ATTENTION MEDICAID BENEFICIARIES

 

HelixVM and HelixVM Network notifies YOU that it is not in network with Medicaid. YOU will be balance billed as an out-of-network beneficiary. YOU acknowledge and accept that any charges that are not covered nor paid by YOUR healthcare plan/insurer will be YOUR financial responsibility. HelixVM and HelixVM Network are under no obligation to accept zero payment for Services YOU receive. As a Medicaid beneficiary, YOU acknowledge that HelixVM and HelixVM Network is not a participating provider with Medicaid. YOU are acknowledging financial responsibility for all Services rendered, whether or not payment is made at the time of service or after adjudication of YOUR claim. If YOU elect to pay privately at the time of service, Medicaid will not be notified of YOUR visit. 

 

By continuing with the Services, you understand and agree that you are responsible for paying all fees associated with the Services as outlined above.

4. Requirements for Use

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

5. Privacy

Federal regulations implemented by the government under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) are in effect as of April 14, 2003. These regulations require Helix Virtual Medicine, Inc. and HelixVM Network provide you with a privacy notice.  If you provided YOUR email address or mobile phone, HelixVM will send you communication in the form of an email or text message (standard data rates may apply) to provide Services. We reserve the right to modify our privacy policy from time to time. By using the Services, you hereby consent to all actions we may take with respect to your information consistent with these Terms, our Privacy Policy, and our Notice of Privacy Practices. Our privacy policy is available on our website at www.helixvm.com or via email to legal@helixvm.com.

6. Your Relationship with HelixVM

The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to follow treatment recommendations rests with you and your health care provider.

By accepting the Terms of Use, you agree and consent to HelixVM sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. You acknowledge and agree that you will not hold us or any HelixVM Network liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications.

7. Eligibility

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. 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 HelixVM 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.

8. Accounts and Security

To access and use certain features of the Services, 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.

9. Additional Terms Associated with Remote Visits

All health professionals performing licensed clinical services on the HelixVM Network hold the professional licenses issued by the professional licensing boards or agencies in the states where they practice. All physicians, psychologists, 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... and governing psychology on the Association of State and Provincial Psychology Boards website at http://www.asppb.net/?page=BdC....

10. Access Rights and Prohibited Use

Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services in the United States solely for your personal and non-commercial use and only as permitted under these Terms of Use. No other right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by HelixVM or its licensors. We reserve the right, in our sole discretion, to deny or suspend use of the Services to anyone for any reason.

You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Services; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Services, or any other system, device, or property; (e) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or related materials in any way; (g) use or access the Services to create or develop competing products or services or for any other purpose that is to HelixVM's detriment or commercial disadvantage; (h) take any action or use the Services in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Services or any content, in whole or in part; (i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Services or any computer network; (j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by HelixVM or any of our service providers to protect our Services; (k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Services or any content made available to you on or through our Services; (l) use any manual process or automated device to monitor or copy any content made available on or through our Services for any unauthorized purpose except as permitted by this section; (m) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to HelixVM or third-party content from the Services; (n) otherwise use the Services in any manner that exceeds the scope of use granted above; or (o) encourage or enable any other individual to do any of the foregoing.

11. Ownership of Site Content

As between HelixVM and you, HelixVM is the sole and exclusive owner of all right, title, and interest in and to the Services and Content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel), other content, and all intellectual property rights therein, and any suggestions, ideas, or other feedback provided by you. You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Services except as generally and ordinarily permitted through the Services according to these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services shall be owned solely and exclusively by HelixVM or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services.

12. Trademarks

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

13. Links to Third-Party Hyperlinks and Websites

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 HelixVM. 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.

14. Termination

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.

HelixVM 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, HelixVM 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, HelixVM will have no further obligation to provide the Services.

15. Disclaimer of Warranties/Limitation of Liabilities

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. HELIXVM 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 HELIXVM 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, HELIXVM 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 HELIXVM DISCLAIMS ANY LIABILITY RELATING THERETO.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF HELIXVM 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 HELIXVM 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

16. Indemnification

You agree to indemnify, defend, and hold harmless HelixVM, HelixVM Network and its Related Persons 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.

17. Release

To the fullest extent permitted by applicable law, you release HelixVM, HelixVM Network and the 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.

18. Modifications to the Services

HelixVM 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 HelixVM shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

19. Governing Law; Dispute Resolution; Arbitration; Venue; Severability of Provisions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND HELIXVM TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HELIXVM.

Except for any 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 the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, YOU AND HELIXVM AGREE (A) TO WAIVE YOUR AND HELIXVM'S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS, OR THE SERVICES, RESOLVED IN A COURT, AND (B) TO WAIVE YOUR AND HELIXVM'S RESPECTIVE RIGHTS TO A JURY TRIAL. Instead, you and HelixVM agree to arbitrate Disputes through binding arbitration (which is the referral of a dispute to one or more persons charged with reviewing the dispute and making a final and binding determination to resolve it instead of having the dispute decided by a judge or jury in court) conducted by the American Arbitration Association ("AAA") under the arbitration rules in effect at the time the arbitration is initiated (the "AAA Rules") and under the rules set forth in these Terms. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern.

Unless the parties agree otherwise, the arbitration will be conducted in Palm Beach County, Florida. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the AAA Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL.

You and HelixVM agree that these Terms affect interstate commerce and that the enforceability of this Section 14 shall be both 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 HELIXVM EACH AGREE TO RESOLVE ANY DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PURSUE ANY DISPUTES ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

YOU AGREE THAT 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 SUCH CLAIM OR CAUSE OF ACTION AROSE, OR SUCH DISPUTE WILL BE FOREVER BARRED.

These Terms, and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of law rules or principles (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis in the state or federal courts of the State of Texas and the United States, respectively, sitting in Travis County, Texas.

All parts of these Terms of Use apply to the maximum extent permitted by law. HelixVM and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

20. No Waiver

No waiver by HelixVM 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 HelixVM to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

21. No Agency Relationship

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.

22. Remedies

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.

23. Assignment

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. HelixVM-affiliated professional entities 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 HelixVM is transferred to another entity by way of merger, sale of its assets or otherwise.

24. Contacting Us

If you have any questions concerning our Terms, please contact us at legal@helixvm.com.

25. Credit Card Consent & Authorization

I understand, agree and confirm that my credit card will be charged the Outstanding Balance due for Services rendered by HelixVM and HelixVM Network. I confirm to having read and accepted the entirety of this Agreement. I confirm I am 18 years of age or older and an authorized user on this credit card account.