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.