Terms of Service

2.1 What Helcyon Does

Helcyon provides an automated financial monitoring and diagnostic service that:

• Connects to your accounting software, bank accounts, payment processors, or uploaded financial documents through authorized, read-only API integrations or file uploads
• Uses artificial intelligence and proprietary algorithms to analyze your financial data and generate automated diagnostic reports
• Monitors five proprietary metrics known as Business Vital Signs: Cash Pulse, Revenue Blood Pressure, Customer Heartbeat, Margin Temperature, and Growth Oxygen
• Operates the Financial Immune System, an automated anomaly detection layer that scans for patterns potentially indicative of fraud, waste, duplicate payments, vendor price changes, and other irregularities
• Operates the Scenario Engine, an automated modeling tool that generates hypothetical projections based on user-defined assumptions and historical data
• Generates automated suggestions labeled as prescriptions, recommendations, or actions for informational purposes
• Delivers alerts, reports, and diagnostic outputs to your inbox or other selected communication channels

2.2 What Helcyon Does NOT Do

• Access your bank accounts directly
• Move, transfer, or touch any funds in any account
• Create, modify, or delete any transactions
• Initiate payments, transfers, or withdrawals
• Access your banking credentials, passwords, or login information
• Store your payment credentials for any financial institution
• Take any action on your behalf within your financial accounts
• Modify any records in your accounting software
• Provide financial, investment, tax, legal, or accounting advice
• Make any decision on your behalf or execute any action based on its outputs

This is not a configurable setting. This is how the system is architecturally built. Read-only permissions are enforced at the API level by your accounting software provider (QuickBooks, Xero, etc.). Helcyon cannot request, receive, or utilize any permissions beyond read-only access.

You acknowledge and agree that Helcyon has no ability whatsoever to move money, execute transactions, or take any action affecting your financial accounts.

3.1 Pre-Release Status

Helcyon may offer certain features, products, or the Service itself under "Early Access," "Beta," "Preview," "Pilot," or similar designations (collectively, "Beta Services"). Beta Services are provided for evaluation purposes and may not be feature-complete, fully tested, or commercially released.

3.2 Beta Disclaimers

If you access or use Beta Services, you acknowledge and agree that:

• Beta Services may contain errors, bugs, or inaccuracies and may not perform as expected
• Features available in Beta Services may be modified, suspended, or removed at any time without notice
• Beta Services are provided AS IS with no warranties of any kind, and all disclaimers in Section 11 apply with full force
• Helcyon has no obligation to release a commercial version of any Beta Service
• Your use of Beta Services is at your own risk, and Helcyon shall have no liability for any harm, loss, or damages arising from your use of or reliance on Beta Services
• Uptime, data retention, and support commitments described elsewhere in these Terms may be reduced or unavailable for Beta Services

3.3 Feedback

If you provide feedback, suggestions, or ideas regarding Beta Services or the Service generally, you grant Helcyon an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Service without obligation to you.

4.1 Account Creation

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration and at all times thereafter
• Maintain and promptly update your information as needed
• Keep your login credentials strictly confidential
• Notify us immediately of any unauthorized access to or use of your account
• Accept sole responsibility for all activities that occur under your account, whether or not authorized by you

4.2 Account Security

You are solely responsible for maintaining the security of your account credentials. Helcyon is not liable for any loss, damage, or unauthorized activity arising from your failure to protect your account credentials, regardless of whether you notify us of such unauthorized use.

4.3 Account Accuracy

The accuracy of the Service's outputs depends entirely on the accuracy and completeness of the data you provide or make accessible. You acknowledge that inaccurate, incomplete, or outdated input data will produce inaccurate, incomplete, or misleading outputs, and that Helcyon bears no responsibility for outputs derived from such data.

5.1 Subscription Plans

Helcyon offers multiple subscription tiers with varying features and pricing. Current plans and pricing are available at helcyon.ai/pricing. Pricing displayed on the website is for informational purposes; the pricing in effect at the time of your purchase, as confirmed during checkout, governs your subscription.

5.2 Billing

• Subscriptions are billed monthly or annually, as selected at checkout
• Payment is due at the beginning of each billing cycle
• All fees are non-refundable except as expressly stated in these Terms or required by applicable law

5.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle at the then-current rate unless you cancel before the renewal date. For subscriptions subject to promotional or founding-member pricing, renewal will occur at the standard rate disclosed at the time of purchase unless otherwise agreed in writing.

5.4 Promotional and Founding Member Pricing

Helcyon may offer promotional pricing, founding member rates, or introductory discounts ("Promotional Pricing"). Promotional Pricing is subject to the specific terms disclosed at the time of the offer. Unless otherwise stated, Promotional Pricing applies for the initial period specified and automatically renews at the standard rate upon expiration of the promotional period. You are responsible for reviewing the applicable renewal rate before subscribing.

5.5 Price Changes

We may change subscription prices with at least 30 days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

5.6 Refund Policy

• Monthly Subscriptions: No refunds for partial months. You may cancel at any time, and access continues until the end of your current billing period.
• Annual Subscriptions: If you cancel within the first 30 days, you may request a full refund. After 30 days, no refunds are available for the remainder of the annual term.

Refund requests must be submitted to support@helcyon.ai. Refunds will be processed to the original payment method within 10 business days of approval.

5.7 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, duties, and other governmental charges associated with your subscription, except for taxes based on Helcyon's net income.

6.1 Authorization

When you connect third-party services (including but not limited to accounting software such as QuickBooks and Xero, payment processors such as Stripe, and banking connectivity services such as Plaid) to Helcyon, you:

• Authorize Helcyon to access your data through that service's API using read-only permissions
• Represent and warrant that you have the legal authority to grant such access
• Agree that access is limited to read-only permissions and that Helcyon cannot and will not request elevated permissions
• Acknowledge that you may revoke access at any time through your account settings or the third-party service's own controls

6.2 Third-Party Terms

Your use of any third-party service is subject to that service's own terms of service, privacy policy, and other applicable agreements. You are solely responsible for reviewing and complying with such third-party terms. Helcyon is not a party to any agreement between you and a third-party service provider.

6.3 No Liability for Third Parties

Helcyon is not liable for and disclaims all responsibility for: errors, inaccuracies, or omissions in data provided by third-party services; outages, downtime, or limitations of third-party services; changes to third-party APIs that affect the Service's functionality; security incidents, data breaches, or unauthorized access at third-party services; any actions taken by third-party services with respect to your data or account; and the accuracy, completeness, or timeliness of data received from third-party services.

6.4 Data Intermediaries

Helcyon may use data intermediary services (such as Plaid) to facilitate connections to your financial accounts. These intermediary services operate independently and are subject to their own terms and privacy policies. Helcyon does not control the security practices, data handling, or availability of such intermediaries and is not liable for their actions or omissions.

8.1 Lender, Government, and Institutional Use

If you use the Service in connection with lending, credit underwriting, portfolio monitoring, loan servicing, government program administration, grant management, or any other institutional or regulatory purpose, you acknowledge and agree that:

• The Service is informational only and does not constitute credit analysis, credit scoring, underwriting, investment advice, or any recommendation to extend or deny credit, funding, or support
• All credit, lending, investment, funding, and regulatory decisions remain your sole responsibility
• The Service is not a substitute for independent due diligence, professional judgment, regulatory compliance analysis, or any credit review or risk assessment required by law or regulation
• Outputs labeled as evidence, diagnostics, behavioral integrity scans, or similar terms are automated algorithmic outputs and do not constitute certified audits, expert opinions, forensic analysis, or legal evidence
• Helcyon makes no representation regarding the admissibility, sufficiency, or weight of any output in legal, regulatory, or administrative proceedings
• You are solely responsible for ensuring that your use of the Service complies with all applicable lending laws, regulations, and guidelines, including but not limited to the Equal Credit Opportunity Act (ECOA), Fair Credit Reporting Act (FCRA), Community Reinvestment Act (CRA), and any applicable SBA or CDFI regulations
• Helcyon is not a consumer reporting agency as defined under the FCRA, and the Service does not constitute a consumer report under the FCRA

8.2 Accountant, Advisor, and White-Label Use

If you use the Service as an accountant, bookkeeper, financial advisor, consultant, or other professional on behalf of your clients, you acknowledge and agree that:

• You are solely responsible for obtaining all necessary authorizations from your clients before connecting their financial data to the Service
• You bear full responsibility for the accuracy and confidentiality of your clients' data and for any unauthorized access resulting from your actions or omissions
• Helcyon's outputs are tools to support your professional judgment, not substitutes for it - you remain solely responsible for the advice, analysis, and recommendations you provide to your clients
• If you use white-label or co-branded features, you must not misrepresent Helcyon's outputs as your own proprietary analysis, as certified professional opinions, or as meeting any specific regulatory or professional standard
• You are responsible for managing access controls for all accounts and users under your management, and Helcyon is not liable for unauthorized access to client data resulting from your failure to properly manage permissions

8.3 Multi-Entity and Multi-User Accounts

If your subscription includes access to multiple business entities or multiple user accounts, you are solely responsible for: designating authorized users, managing and revoking user permissions, ensuring that each user complies with these Terms, and preventing unauthorized cross-entity data access. Helcyon is not liable for any data exposure, privacy breach, or unauthorized access resulting from your configuration or management of multi-entity or multi-user accounts.

9.1 AI-Generated Outputs

The Service uses artificial intelligence, machine learning, proprietary algorithms, and automated systems (collectively, "AI Systems") to analyze your financial data and generate outputs. You acknowledge and agree that:

• All outputs of the Service - including but not limited to Business Vital Signs scores, diagnostic reports, Intelligence Briefs, Financial Immune System alerts, Scenario Engine projections, and any text labeled as prescriptions, recommendations, actions, next steps, or similar terms - are generated by automated AI Systems
• AI-generated outputs may contain errors, inaccuracies, omissions, misinterpretations, or misleading conclusions
• AI Systems may fail to detect patterns, anomalies, fraud, waste, or risks that exist in your data
• AI Systems may generate false positives - flagging patterns, anomalies, or risks that do not actually exist
• The quality and accuracy of AI-generated outputs depend on the quality, completeness, and timeliness of the underlying data, and Helcyon does not independently verify your data
• AI Systems are not sentient, do not exercise professional judgment, and cannot account for business context, relationships, market conditions, regulatory requirements, or other factors that a qualified human professional would consider

9.2 Prescriptions, Recommendations, and Suggested Actions

The Service may generate suggested actions, strategies, or courses of action labeled as "prescriptions," "recommendations," "actions," "next steps," or similar terms (collectively, "Suggested Actions"). You acknowledge and agree that:

• Suggested Actions are automated algorithmic outputs generated for informational and educational purposes only. They are not professional advice, directives, instructions, or mandates.
• Suggested Actions do not constitute financial advice, investment advice, tax advice, legal advice, accounting advice, or any form of professional recommendation
• The use of terms such as prescription, recommended, or action required is metaphorical, consistent with the Service's medical diagnostic metaphor, and does not create a professional duty of care, fiduciary relationship, advisory relationship, or any obligation by Helcyon to you
• You are solely responsible for independently evaluating any Suggested Action, consulting qualified professionals as appropriate, and deciding whether and how to act
• Helcyon is not responsible for any consequences, losses, damages, or outcomes resulting from your decision to follow, partially follow, or not follow any Suggested Action
• Suggested Actions are based solely on the data available to the Service at the time of generation and do not account for your complete business context, legal obligations, contractual commitments, market conditions, competitive dynamics, or any other factor not present in the connected data

9.3 Scenario Engine Projections and Forward-Looking Outputs

The Scenario Engine and other features of the Service may generate forward-looking outputs, including projections, forecasts, estimates, models, simulations, or hypothetical scenarios (collectively, "Projections"). You acknowledge and agree that:

• All Projections are hypothetical. They are based on mathematical models, user-defined assumptions, and historical data, and are not predictions, guarantees, or representations of future outcomes.
• Actual results will differ, potentially materially, from any Projection generated by the Service
• Projections do not account for unforeseen events, market changes, regulatory changes, competitive actions, economic shifts, or any factor not present in the model's inputs
• Helcyon makes no representation or warranty regarding the accuracy, reliability, or completeness of any Projection
• You are solely responsible for all decisions made based on or informed by Projections, and Helcyon is not liable for any outcomes resulting from such decisions
• Projections are not financial forecasts as defined under any securities law or accounting standard, and should not be used as or represented as such in any filing, disclosure, or communication

9.4 Financial Immune System and Anomaly Detection

The Financial Immune System and related features scan your financial data for patterns that may indicate fraud, waste, errors, duplicate payments, vendor price changes, payroll irregularities, or other anomalies. You acknowledge and agree that:

• Helcyon is not a fraud prevention service, a forensic accounting service, or an audit service. The Financial Immune System is an automated pattern-detection tool.
• The Service may fail to detect fraud, embezzlement, theft, waste, errors, or other financial misconduct or irregularities that exist in your data
• The Service may generate false positives, flagging transactions, vendors, or patterns that are legitimate
• Detection capabilities are limited to the data made available to the Service and the patterns the AI Systems are designed to identify; the Service cannot detect all forms of fraud or misconduct
• You remain solely responsible for implementing and maintaining internal controls, segregation of duties, audit procedures, fraud prevention measures, and all other safeguards appropriate for your business
• The Service does not replace and is not a substitute for professional forensic accounting, internal auditing, external auditing, or any other professional service
• Helcyon is not responsible for any losses, damages, or liability arising from fraud, errors, or misconduct that the Service fails to detect

9.5 No Duty to Monitor or Alert

While the Service is designed to deliver periodic reports and critical alerts, Helcyon does not guarantee the delivery, timing, or completeness of any alert or notification. The Service does not create a duty to monitor your financial data, a duty to alert you to any specific condition, or any ongoing obligation beyond providing the Service as described in these Terms. Failure of the Service to generate an alert or notification for any reason, including technical failure, data gaps, or algorithmic limitations, does not constitute a breach of these Terms or give rise to any liability.

9.6 Your Financial Data Is Not Verified

Helcyon does not independently verify, audit, or validate the accuracy or completeness of the financial data you provide or make accessible through integrations. The Service processes data as received. If the underlying data is inaccurate, incomplete, manipulated, or out of date, the Service's outputs will reflect those deficiencies. Helcyon is not liable for outputs derived from inaccurate or incomplete data.

10.1 Helcyon Ownership

Helcyon and its licensors own all rights, title, and interest in and to the Service, including all software, algorithms, AI models, diagnostic methodologies, proprietary metrics (including Business Vital Signs, Cash Pulse, Revenue Blood Pressure, Customer Heartbeat, Margin Temperature, Growth Oxygen, Financial Immune System, Scenario Engine, and Diagnostic Engine), designs, trademarks, service marks, trade names, trade dress, and content. Nothing in these Terms transfers any intellectual property rights to you.

10.2 Your Data

You retain all rights to your financial data. By using the Service, you grant Helcyon a limited, non-exclusive, non-transferable, revocable license to access, store, process, and analyze your data solely for the purpose of providing the Service to you. This license terminates upon the termination or expiration of your account, subject to any data retention required by law.

10.3 Aggregated and De-Identified Data

Helcyon may create aggregated, anonymized, and de-identified data derived from your use of the Service ("Aggregated Data"). Aggregated Data does not identify you, your business, or any individual. Helcyon may use Aggregated Data for any lawful purpose, including but not limited to improving the Service, conducting research, generating industry benchmarks, and developing new products. For the avoidance of doubt, Helcyon does not use your identifiable financial data to train AI models, and does not sell your identifiable data to any third party.

10.4 Restrictions on Use of Outputs

You may use the Service's outputs for your own internal business purposes. You may not: sell, license, or commercially distribute Helcyon outputs to third parties; represent Helcyon outputs as certified financial statements, professional opinions, or regulatory filings; or use Helcyon outputs to create a competing product or service.

11.1 Not Professional Advice

Helcyon provides automated, AI-generated informational diagnostic reports, alerts, and suggested actions based on algorithmic analysis of your financial data. The Service is intended to supplement, not replace, qualified professional advice. All outputs, regardless of how they are labeled, including prescriptions, recommendations, actions, and alerts, are informational only.

You acknowledge and agree that:

• Helcyon is not a registered investment advisor, broker-dealer, accountant, CPA, attorney, financial planner, credit counselor, or any other licensed or regulated professional
• The diagnostics, reports, alerts, prescriptions, and all other outputs provided by the Service are informational and educational only
• You should consult qualified, licensed professionals before making any financial, tax, legal, investment, or business decisions
• Helcyon does not recommend any specific financial strategy, investment, transaction, or course of action; all Suggested Actions are automated algorithmic outputs, not professional recommendations
• You are solely responsible for all business and financial decisions you make, whether or not informed by the Service
• No output of the Service creates a fiduciary relationship, advisory relationship, professional-client relationship, or any duty of care between Helcyon and you

11.2 Not a Replacement for Professional Services

The Service does not replace: a licensed accountant or CPA; a licensed financial advisor; a licensed attorney; a licensed tax professional; a Chief Financial Officer; a forensic accountant or internal auditor; any licensed or regulated professional; or your own internal controls and oversight.

11.3 No Guarantees of Accuracy

While we strive for accuracy, we cannot guarantee and expressly disclaim any guarantee that the Service will: detect all anomalies, fraud, waste, errors, or financial issues; provide completely accurate, complete, or reliable diagnostics; be error-free, uninterrupted, or free of harmful components; meet your specific requirements or expectations; produce results that match your accountant's, auditor's, or any other professional's analysis; deliver alerts or notifications in a timely manner or at all; or function correctly with all third-party integrations at all times.

11.4 No Guarantees of Business Outcomes

Helcyon makes no promises, representations, or warranties regarding business outcomes. The Service cannot guarantee: increased revenue, profitability, or cash flow; prevention of business failure, insolvency, or financial distress; detection of all fraud, waste, or financial misconduct; any specific financial results or improvements; or the accuracy of any projection, forecast, or scenario model.

11.5 AS IS and AS AVAILABLE

11.6 Third-Party Data Disclaimer

The Service may incorporate data from third-party sources, including accounting software, banking APIs, payment processors, and data intermediaries. Helcyon does not control, verify, or guarantee the accuracy, completeness, or timeliness of third-party data. Any outputs based on third-party data are subject to the limitations of that data.

12.1 No Consequential Damages

12.2 Cap on Liability

12.3 Exceptions

The limitations in this Section 12 do not apply to: Helcyon's gross negligence or willful misconduct; fraud committed by Helcyon; death or personal injury caused by Helcyon's negligence; or any liability that cannot be excluded or limited by applicable law.

12.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12.5 Acknowledgment of Risk Allocation

You acknowledge that the fees charged by Helcyon reflect the allocation of risk set forth in these Terms, including the disclaimers, limitations of liability, and indemnification obligations. Helcyon would not provide the Service at its current pricing without these limitations.

14.1 No Guarantee of Uptime

While we strive for high availability, we do not guarantee that the Service will be available at all times or without interruption. The Service may be interrupted due to: scheduled or unscheduled maintenance; third-party service outages or API changes; internet connectivity issues; force majeure events; security incidents; or any other cause within or beyond our reasonable control.

14.2 Modifications to Service

We may modify, update, suspend, or discontinue any part of the Service, including features, functionality, integrations, output formats, and diagnostic methodologies, at any time. We will provide reasonable notice of material changes when practicable, but are not obligated to do so. No modification, suspension, or discontinuation of the Service shall give rise to any liability to Helcyon or entitle you to any refund, except as otherwise expressly stated in these Terms.

14.3 Service Level

Unless a separate written Service Level Agreement ("SLA") has been executed between you and Helcyon, the Service is not subject to any uptime commitment, response time guarantee, or service level standard. Any uptime targets referenced on the Helcyon website are aspirational, not contractual.

15.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting support@helcyon.ai. Cancellation takes effect at the end of your current billing cycle. You will continue to have access to the Service until the end of the paid period.

15.2 Termination by Helcyon

We may suspend or terminate your access to the Service immediately, with or without prior notice, if: you breach these Terms; you fail to pay fees when due; we are required to do so by law, regulation, or legal process; we reasonably believe your use poses a security risk to the Service, our infrastructure, or other users; or we reasonably believe your account has been compromised.

15.3 Effect of Termination

Upon termination or expiration of your account: your right to access and use the Service ends immediately; all outstanding fees become due and payable; your license to use the Service's outputs ceases (except for outputs already lawfully downloaded for your internal records); and provisions that by their nature should survive termination will survive, including but not limited to Sections 7, 8, 9, 10, 11, 12, 13, 16, 17, 18, 19, 20, and 23.

15.4 Data Deletion

After termination, your data will be permanently deleted within 30 days unless: retention is required by applicable law or regulation; you have requested earlier deletion; or a legal hold or pending dispute requires preservation. You may request immediate deletion at any time by contacting support@helcyon.ai, and we will confirm completion within 7 business days.

16.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, electronically, or through access to the Service, that: (a) is marked or designated as confidential or proprietary; (b) by its nature would reasonably be understood to be confidential; or (c) includes, without limitation: your financial data, business information, transaction records, customer lists, vendor details, and any other data processed by the Service; and Helcyon's software, algorithms, proprietary methodologies, pricing, roadmaps, and non-public business information.

16.2 Obligations

Each party agrees to: protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; use Confidential Information solely for the purposes contemplated by these Terms; and not disclose Confidential Information to any third party except as expressly permitted herein.

16.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to: its employees, contractors, agents, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this section; and as required by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonably cooperates in seeking a protective order or other appropriate remedy.

16.4 Exclusions

Confidential Information does not include information that: is or becomes publicly available through no fault of the Receiving Party; was already known to the Receiving Party without restriction prior to disclosure; is received from a third party without restriction and without breach of any obligation of confidentiality; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

16.5 Duration and Survival

The obligations in this Section 16 survive termination or expiration of these Terms and continue for a period of three (3) years following termination, or indefinitely with respect to trade secrets (to the extent protected by applicable law), whichever is longer.

16.6 Return or Destruction

Upon termination or at the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except as required by law or as needed for legitimate backup and archival purposes in accordance with the Receiving Party's standard data retention policies.

17.1 Agreement to Arbitrate

You and Helcyon agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, its outputs, or your relationship with Helcyon ("Dispute") will be resolved exclusively through final and binding arbitration, rather than in court, except as set forth in Section 17.4.

17.2 Arbitration Rules

Arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes. If the AAA is unavailable or unwilling to administer the arbitration, the parties will select an alternative nationally recognized arbitration provider by mutual agreement.

17.3 Arbitration Procedures

• The arbitration will take place in Wilmington, Delaware, or another mutually agreed location. For claims under $25,000, the arbitration may be conducted entirely via telephone, video conference, or written submissions at the claimant's election
• The arbitration will be conducted by a single arbitrator with experience in technology and commercial disputes
• The arbitrator's decision will be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction

17.4 Exceptions to Arbitration

The following are not subject to arbitration: claims that may be brought in small claims court (provided the claim remains in small claims court); actions to enforce intellectual property rights; and applications for preliminary injunctive relief or other provisional remedies pending arbitration.

17.5 Arbitration Costs

Helcyon will pay all AAA filing fees, administration fees, and arbitrator fees for claims under $75,000, unless the arbitrator determines your claim is frivolous. For claims over $75,000, fees shall be allocated in accordance with the AAA's rules. Each party shall bear its own attorneys' fees unless the arbitrator awards fees to the prevailing party as permitted by applicable law.

17.6 Opt-Out

You may opt out of this arbitration agreement by sending written notice to support@helcyon.ai within 30 days of first accepting these Terms. The notice must include your full legal name, mailing address, email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect other provisions of these Terms.

19.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and processing of your data as described in the Privacy Policy.

19.2 Data Processing Agreement

If your use of the Service requires a Data Processing Agreement ("DPA") under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or other applicable data protection law, Helcyon will enter into a DPA upon request. The DPA, once executed, will be incorporated into and form part of these Terms. To request a DPA, contact support@helcyon.ai.

19.3 Business Associate Agreement

If your use of the Service involves protected health information ("PHI") subject to the Health Insurance Portability and Accountability Act ("HIPAA"), you must notify Helcyon before transmitting any PHI through the Service. Helcyon will enter into a Business Associate Agreement ("BAA") upon request where applicable. Do not transmit PHI through the Service without a signed BAA in place.

19.4 Data Controller and Processor Roles

For purposes of applicable data protection laws: you are the data controller (or equivalent) with respect to the personal and financial data you provide to or make accessible through the Service; and Helcyon is the data processor (or equivalent), processing your data solely on your instructions and for the purposes described in these Terms and the Privacy Policy.

19.5 GDPR, CCPA, and Other Regulatory Compliance

Helcyon's approach to compliance with the GDPR, CCPA, and other applicable data protection regulations is described in our Privacy Policy. You are responsible for determining whether your use of the Service complies with data protection laws applicable to your jurisdiction and business.

23.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed Data Processing Agreement, any executed Business Associate Agreement, any executed Service Level Agreement, and any other policies or agreements expressly incorporated by reference herein, constitute the entire agreement between you and Helcyon regarding the Service and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

23.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions will continue in full force and effect. The invalidity of any provision in a particular jurisdiction does not invalidate or render unenforceable such provision in any other jurisdiction.

23.3 Waiver

The failure of either party to enforce any provision of these Terms at any time does not constitute a waiver of that provision or of the right to enforce it in the future. Any waiver must be in writing and signed by the waiving party to be effective.

23.4 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without Helcyon's prior written consent. Helcyon may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

23.5 Force Majeure

Helcyon is not liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to: natural disasters, epidemics, or pandemics; war, terrorism, or civil unrest; labor disputes or strikes; government actions, orders, or regulations; internet, telecommunications, or infrastructure outages; third-party service provider failures; cyberattacks or security incidents beyond our reasonable control; or power failures or hardware malfunctions.

23.6 Notices

We may provide notices to you via email to the address associated with your account, in-app notifications, or posting on our website. Such notices are effective upon sending (for email and in-app notifications) or posting (for website notices). Notices to Helcyon must be sent to support@helcyon.ai and are effective upon receipt.

23.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity other than you and Helcyon has any rights or remedies under these Terms.

23.8 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between you and Helcyon. Neither party has the authority to bind the other or to incur obligations on behalf of the other.

23.9 Headings and Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. The words include, includes, and including mean including but not limited to. References to days mean calendar days unless otherwise specified.