Terms & Conditions

1. Client Access & Client Data

Client grants Helyos AI access to Client's customer relationship management (CRM) systems, email platforms, and other marketing tools as necessary to provide the Services. Client represents and warrants that it has all necessary rights and permissions to grant such access and to allow Helyos AI to process Client Data in connection with the Services.

"Client Data" means all data, information, and content provided by or on behalf of Client, including but not limited to customer lists, contact information, communication histories, and marketing materials.

2. Intellectual Property

All intellectual property rights in the Services, including but not limited to software, algorithms, methodologies, and documentation, remain the exclusive property of Helyos AI. Client receives only a limited, non-exclusive, non-transferable license to use the Services during the term of the Service Agreement.

Client retains all rights to Client Data. Helyos AI may use Client Data solely to provide the Services and may create anonymized, aggregated data for internal business purposes, provided such data cannot be used to identify Client or its customers.

3. Data Security & Privacy

Helyos AI implements industry-standard security measures to protect Client Data, including encryption in transit and at rest, access controls, and regular security audits. However, no system is completely secure, and Helyos AI cannot guarantee absolute security.

Helyos AI will process Client Data in accordance with applicable privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Client is responsible for ensuring compliance with all applicable privacy laws regarding its collection and use of customer data.

4. Service Performance & Results

While Helyos AI uses best efforts to achieve the performance metrics outlined in the Service Agreement, results may vary based on factors including but not limited to Client's industry, target market, data quality, and market conditions. Helyos AI does not guarantee specific results or outcomes.

Performance metrics are calculated based on data provided by Client's systems and third-party platforms. Client is responsible for ensuring the accuracy of such data.

5. Payment Terms

Payment terms are as specified in the Service Agreement. Unless otherwise agreed, fees are due within 30 days of invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

If payment is more than 30 days overdue, Helyos AI may suspend Services until payment is received. Client remains liable for all fees incurred prior to suspension.

6. Compliance & Legal Requirements

Client represents and warrants that its use of the Services complies with all applicable laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA)
• All applicable state and federal privacy laws

Client is solely responsible for obtaining all necessary consents and permissions for communications sent through the Services.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELYOS AI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO HELYOS AI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL HELYOS AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Helyos AI from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's breach of these Terms or the Service Agreement
• Client's violation of any applicable law or regulation
• Client's infringement of any third-party rights
• Any claim that Client Data violates any third-party rights

9. Termination

Either party may terminate the Service Agreement with 30 days' written notice. Helyos AI may terminate immediately if Client breaches these Terms or the Service Agreement and fails to cure such breach within 10 days of written notice.

Upon termination, Helyos AI will cease providing Services and will return or destroy Client Data as requested by Client, except as required by law or to resolve disputes.

10. Confidentiality

Each party acknowledges that it may receive confidential information from the other party. Confidential information shall be kept strictly confidential and used solely for the purposes of performing under the Service Agreement.

This obligation survives termination of the Service Agreement for a period of 5 years.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

12. Dispute Resolution

Any disputes arising out of or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Albuquerque, New Mexico.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

13. Governing Law

These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15. Entire Agreement

These Terms, together with the Service Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings.

16. Contact

For questions about these Terms or the Services, please contact: