Terms of Use

Welcome to Heliex.AI.

These Terms of Use ("Terms") govern your access to and use of our mobile and desktop applications, websites, software, and related services (together, the "Services"). These Terms form a legal agreement between you and Heliex.AI, Inc. ("Heliex.AI," "we," "us," or "our"). By accessing or using the Services, you agree to these Terms.

Our Privacy Policy explains how we collect, use, store, and protect personal information. Although the Privacy Policy is not part of these Terms, it is an important document that you should read before using the Services.

Important safety notice: The Services are designed for personal reflection, mental well-being support, and general wellness tracking. The Services do not provide medical, psychological, psychiatric, therapeutic, or clinical advice, diagnosis, treatment, or crisis intervention. Heliex.AI is not a healthcare provider, and the Services are not a substitute for a licensed professional. If you are experiencing a medical or mental health emergency, thoughts of self-harm, harm to others, or severe distress, contact local emergency services, a crisis hotline, or a qualified healthcare professional immediately.

1. Registration and Access

1.1 Minimum Age

You must be at least 18 years old, or the age of legal majority in your country of residence, to use the Services. If we expressly make the Services available to users under 18 in a particular country or feature, you may use the Services only with the verified consent and supervision of a parent or legal guardian and only where permitted by applicable law.

1.2 Account Registration and Security

To access certain features of the Services, you may be required to create an account by providing accurate, current, and complete information, including your email address and/or phone number. You agree to keep your account information accurate and to protect the confidentiality of your login credentials.

You may not share your account credentials, transfer your account, or allow another person to access the Services through your account. You are responsible for all activity that occurs under your account. If you create an account or use the Services on behalf of another person or entity, you represent that you have the legal authority to accept these Terms on their behalf.

2. Using Our Services

2.1 Access and Usage

Subject to your compliance with these Terms, Heliex.AI grants you a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Services for your own lawful purposes. You must use the Services only in accordance with applicable laws, these Terms, and any documentation, guidelines, or policies we make available to you.

2.2 Prohibited Actions

You may not use the Services for any illegal, harmful, abusive, misleading, or offensive purpose. You may not:

• Use the Services in a way that infringes, misappropriates, or violates the rights of others.
• Copy, modify, lease, sell, sublicense, distribute, or create derivative works based on the Services.
• Reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying components, models, algorithms, systems, or security mechanisms of the Services, except to the extent such restriction is prohibited by applicable law.
• Interfere with, disrupt, overload, or compromise the Services, including by bypassing usage limits, feature restrictions, access controls, safety systems, or protective measures.
• Scrape, crawl, harvest, or extract data from the Services by automated means unless we have expressly authorized you to do so in writing.
• Use the Services to make decisions about a person that could have legal, financial, medical, employment, housing, insurance, educational, or similarly significant effects.

2.3 Feedback

We welcome feedback, suggestions, ideas, and comments about the Services. If you provide feedback, you agree that we may use it without restriction and without compensation to you.

2.4 Service Availability

We do not guarantee that the Services will be uninterrupted, secure, or error-free. The Services may be unavailable, delayed, or limited due to maintenance, updates, security measures, network issues, third-party service providers, or events outside our reasonable control.

3. Content

3.1 Your Content

You may provide prompts, messages, voice inputs, reflections, notes, mood information, or other materials to the Services ("Input") and receive text, audio, insights, suggestions, summaries, or other responses generated by the Services based on your Input ("Output"). Input and Output together are referred to as "Content."

You are responsible for your Content and for how you use, rely on, or share it. By providing Input, you represent that you have all rights, licenses, and permissions necessary to provide that Input and to allow us to process it as described in these Terms and our Privacy Policy.

3.2 Ownership of Content

As between you and Heliex.AI, you retain any ownership rights you have in your Input. To the extent we have any rights in Output generated specifically for you, we assign those rights to you, subject to these Terms and applicable law.

Due to the nature of artificial intelligence and machine learning systems, Output may not be unique. Other users may submit similar Input and receive the same or similar Output. Our assignment of rights to you does not apply to other users' output, third-party content, or pre-existing materials.

3.3 Our Use of Content

We process Content as described in these Terms and our Privacy Policy, including to provide, maintain, secure, troubleshoot, and improve the Services; to enforce our terms and policies; and to support safety and integrity of the Services. Where we offer optional features that allow you to provide Content for product improvement or model training, such participation will be voluntary and opt-in unless otherwise clearly stated in the app.

3.4 Accuracy and AI Limitations

Artificial intelligence and machine learning are evolving technologies. We work to improve the accuracy, safety, reliability, and usefulness of the Services, but Output may be incomplete, inaccurate, inappropriate, or not suitable for your situation. When using the Services, you acknowledge and agree that:

• Output may contain errors or inaccuracies and should not be treated as a sole source of truth or factual information.
• Output is not professional advice and is not a substitute for medical, psychological, psychiatric, therapeutic, legal, financial, or other professional advice.
• You should independently evaluate Output for accuracy, relevance, and suitability before relying on it or sharing it with others.
• You should consult a qualified professional before making medical, mental health, safety-related, legal, financial, or similarly important decisions.

4. Our Intellectual Property Rights

Heliex.AI, its affiliates, and its licensors retain all rights, titles, and interests in and to the Services, including software, designs, interfaces, text, graphics, trademarks, trade names, service marks, logos, models, algorithms, systems, safety protocols, and other technology or content made available through the Services, except for rights expressly granted to you in these Terms.

5. Paid Accounts, Free Plan, Trial and Extended Support

This section explains how our Free plan, 72-hour trial, and paid Extended Support subscription work.

5.1 Free 72-Hour Trial

From time to time, new or eligible users may receive a free trial that provides temporary access to features that are otherwise available only on a paid subscription plan. Unless otherwise stated in the app at the time of signup:

• The trial lasts for seventy-two (72) hours from the moment it is activated.
• During the trial, you receive temporary access to Extended Support features, which may include unlimited Voice and Text conversations, access to all available specialized assistants, access to all available Practices, and access to the Heliex Advanced Safety Protocol™, including safety guardrails that are part of that protocol.
• After the trial ends, your account will automatically move to the Free plan unless you subscribe to Extended Support before the end of the trial.
• Trial offers are provided so that you can evaluate the Services. We may modify, limit, or discontinue any trial offer at any time and may apply reasonable eligibility limits to prevent abuse, including limiting trials to one per person, account, device, payment method, or other identifier.
• Any trial details shown in the app, including the start time, end time, included features, and conversion terms, form part of these Terms for that trial.

5.2 Free plan

After the 72-hour trial ends, or if no trial is offered, you may continue using the Services on our Free plan. The Free plan is offered at no monetary charge and provides limited access to certain features of the Services, as described in the app from time to time.

The Free plan may include limits such as:

• a limited number of Voice or Text conversations;
• limited access to certain assistants, Practices, tools, or other features;
• limited usage volumes, fair-use limits, feature caps, or other restrictions; and
• other limitations intended to protect the Services, safety systems, and availability for all users.

We may change the features, limits, or availability of the Free plan at any time. Any such change will not reduce a paid subscription period that you have already purchased.

5.3 Extended Support Subscription

We offer a paid subscription plan called Extended Support.

Unless otherwise stated in the app at the time of purchase, Extended Support:

• grants access, during the subscription term, to additional or unlimited paid features of the Services, which may include unlimited Voice and Text conversations, access to all specialized assistants, access to all available Practices and tools, and access to the Heliex Advanced Safety Protocol™, including safety guardrails that are part of that protocol;
• is provided on a recurring subscription basis;
• is personal to you and may not be shared, resold, sublicensed, or transferred; and
• is subject to the specific name, price, billing period, feature set, eligibility rules, and availability shown in the app at the time of purchase, which form part of these Terms for that plan.

5.4 Automatic Renewal

Extended Support renews automatically at the end of each billing period unless you cancel before the renewal date or unless otherwise stated in the app or by the platform where you subscribed.

If you start a 72-hour trial and do not cancel before the end of the trial period, your paid Extended Support subscription may begin automatically and your payment method may be charged for the first billing cycle, if this is stated in the app at the time of signup or purchase.

By purchasing Extended Support, or by starting a trial that converts into a paid subscription where clearly stated in the app, you authorize the applicable app store, payment processor, or platform to charge the applicable subscription fee, taxes, and any other disclosed charges at each renewal until you cancel.

5.5 Billing

Payments for Extended Support are processed through the Apple App Store or Google Play, unless otherwise stated in the app. Subscriptions are managed through the platform where you subscribed, and you must manage or cancel your subscription through that platform's account settings or as otherwise described in the app.

If you purchase Extended Support, you agree to provide complete and accurate billing information, including a valid payment method where required. For recurring subscriptions, your payment method will be charged automatically on each renewal date unless you cancel before renewal.

You are responsible for all applicable taxes, fees, or charges imposed by the relevant platform or required by law. If payment cannot be completed, we may downgrade your account to the Free plan, suspend paid access, or otherwise limit access to paid features until payment is successfully received.

5.6 Cancellation

You may cancel Extended Support at any time through the app store or platform where you originally subscribed, or as otherwise described in the app.

Unless required by applicable law or platform rules:

• payments are non-refundable;
• refunds, if available, are handled by the Apple App Store or Google Play under their own policies; and
• cancellation does not entitle you to a refund for the current billing period.

If you cancel, you will retain access to Extended Support until the end of your current paid period. After that, your account will move to the Free plan, and paid features of Extended Support will no longer be available unless you subscribe again.

5.7 Downgrade to Free plan

If your Extended Support subscription ends, is cancelled, expires, or cannot be renewed due to a failed payment, your account may be moved to the Free plan. When this happens:

• you may lose access to unlimited or paid-only features;
• certain conversations, assistants, Practices, tools, or other features may become limited; and
• your account may remain accessible through the Free plan, subject to the feature limits then in effect.

5.8 Price and Plan Changes

We may change subscription prices, plan names, billing periods, included features, eligibility rules, or plan availability from time to time.

If we increase the price of Extended Support or make a material change that disadvantages you, we will provide advance notice where required by applicable law or platform rules. Unless otherwise required, any price change will take effect on your next renewal date, so that you can cancel before the new price applies if you do not agree.

Notice of changes may be given by email, SMS, in-app notification, platform notice, or by updating these Terms.

6. Provision of Services, Termination, and Suspension

6.1 Our Commitment to Providing Services

We are committed to providing the Services with reasonable skill and care. However, we do not guarantee that the Services, or any particular feature, will be available indefinitely or remain in its current form.

6.2 Termination and Suspension

You may stop using the Services at any time. We may suspend, restrict, or terminate your access to the Services, or delete your account, if:

• you violate these Terms or other policies that apply to the Services;
• we are required to do so by law, court order, regulator, or platform requirement;
• your use of the Services creates risk, harm, security concerns, technical disruption, or legal liability; or
• your account has been inactive for more than one year without an active paid subscription, after advance notice where reasonably possible.

6.3 Discontinuation of Services

We may discontinue all or part of the Services. If we discontinue a paid Service before the end of a prepaid subscription period, we will provide advance notice where reasonably possible and provide any refund required by applicable law or platform rules for prepaid and unused Services.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, HELIEX.AI, ITS AFFILIATES, AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, SECURE, ERROR-FREE, OR THAT CONTENT WILL NOT BE LOST, ALTERED, OR DAMAGED. YOU ACCEPT THAT YOUR USE OF OUTPUT IS AT YOUR OWN RISK AND THAT OUTPUT SHOULD NOT BE RELIED ON AS A SOLE SOURCE OF TRUTH OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

8. Limitation of Liability

We do not exclude or limit our liability where it would be unlawful to do so. You retain any mandatory consumer protections and statutory rights available to you under the laws that apply to you.

We are not responsible for loss or damage caused by events outside our reasonable control, including failures of networks, app stores, payment processors, third-party infrastructure, or other external services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIEX.AI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT YOU PAID TO HELIEX.AI FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE.

9. Indemnity

If you are a business, organization, or other non-consumer user, to the extent permitted by law, you will indemnify and hold harmless Heliex.AI, its affiliates, officers, employees, agents, licensors, suppliers, and distributors from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to your use of the Services, your Content, or your violation of these Terms.

10. Copyright Complaints

We respect intellectual property rights. If you believe that material available through the Services infringes your copyright, you may contact us at copyright@heliex.ai. To help us review your notice, please include:

• a description of the copyrighted work that you claim has been infringed;
• a description of where the allegedly infringing material is located;
• your contact address, phone number, and email address;
• a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

11. General Terms

11.1 Assignment

You may not assign or transfer any rights or obligations under these Terms without our prior written consent, and any attempt to do so will be void. We may assign, transfer, or delegate our rights and obligations under these Terms to an affiliate, subsidiary, successor, or acquirer of any business associated with the Services.

11.2 Changes to These Terms or the Services

We may update these Terms or the Services from time to time. If a change to these Terms materially adversely affects your rights, we will provide at least 30 days' advance notice by email, in-app notification, or other reasonable means. Other changes will be effective when posted. If you do not agree to the updated Terms, you must stop using the Services.

11.3 Severability and No Waiver

Our failure to enforce a provision of these Terms is not a waiver of our right to enforce it later. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

11.4 Trade Controls

You must comply with applicable trade laws, sanctions, and export control laws. You may not use, export, re-export, or transfer the Services in or for the benefit of any country, territory, individual, or entity where such use or transfer is prohibited or restricted by applicable law. Your Input may not include material or information that requires a government license for release or export.

11.5 Entire Agreement

These Terms, together with any Service-specific terms, policies, or notices that expressly apply to the Services, form the entire agreement between you and Heliex.AI regarding the Services and supersede any prior or contemporaneous agreements about the Services.

11.6 Governing Law

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Except where applicable law gives you the right to bring claims elsewhere, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware. Nothing in these Terms limits any consumer protection rights you may have under the laws of your country or state of residence.

12. Additional Information for Users in the European Economic Area (EEA)

12.1 GDPR

If you are located in the EEA, your Personal Data is processed in accordance with the General Data Protection Regulation (GDPR), as described in our Privacy Policy.

12.2 Lawful Basis for Processing

We process Personal Data based on one or more legal grounds, including:

• performance of a contract, to provide the Services to you;
• legitimate interests, to improve, secure, maintain, and protect the Services;
• consent, where required, including for certain types of data processing; and
• legal obligations, to comply with applicable laws.

12.3 Special Category Data

Some information you provide may relate to mental well-being, emotional state, mood, stress, or similar sensitive topics. Where required by law, we process such data only with your explicit consent or another valid legal basis under applicable law. You may withdraw consent where applicable, as described in our Privacy Policy.

12.4 Your GDPR Rights

Depending on applicable law, you may have the right to:

• access your Personal Data;
• request correction or deletion of your Personal Data;
• restrict or object to processing;
• request data portability;
• withdraw consent at any time where processing is based on consent; and
• lodge a complaint with your local data protection authority.

12.5 Data Transfers

If your Personal Data is transferred outside the EEA, including to the United States, we use appropriate safeguards where required by law, such as Standard Contractual Clauses or other legally approved mechanisms.

12.6 Consumer Withdrawal Rights

If you are located in the EEA or another jurisdiction that provides a statutory withdrawal right for certain digital purchases, you may have the right to withdraw from a purchase within the applicable period unless you have expressly consented to immediate performance of the Services and acknowledged that the withdrawal right may be lost once performance begins, or unless another legal exception applies.

13. Additional Information for Users in the United Kingdom

If you are located in the United Kingdom, your Personal Data is processed in accordance with the UK GDPR and the Data Protection Act 2018, as described in our Privacy Policy.

13.1 Your UK Data Protection Rights

Depending on applicable law, you may have rights similar to those under the GDPR, including:

• access, correction, and deletion of your Personal Data;
• restriction of or objection to processing;
• data portability;
• withdrawal of consent where processing is based on consent; and
• the right to file a complaint with the UK Information Commissioner's Office (ICO).

13.2 International Data Transfers

Where your Personal Data is transferred outside the United Kingdom, we implement appropriate safeguards where required by law, including UK International Data Transfer Agreements, the UK Addendum to Standard Contractual Clauses, Standard Contractual Clauses, or other legally approved mechanisms.

14. Additional Information for Users in the United States

14.1 State Privacy Rights

If you are a resident of certain U.S. states, including California, you may have additional privacy rights under applicable laws, such as the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), as described in our Privacy Policy.

14.2 Your Rights

Depending on your state of residence and applicable law, you may have the right to:

• know what Personal Data we collect, use, disclose, or otherwise process;
• request access to your Personal Data;
• request deletion of your Personal Data;
• correct inaccurate Personal Data;
• opt out of the sale or sharing of Personal Data, where applicable;
• limit the use or disclosure of sensitive Personal Data, where applicable; and
• exercise these rights without unlawful discrimination.

14.3 Health and Sensitive Information

Because the Services may involve mental well-being or emotional information, additional consumer health data or breach-notification laws may apply depending on where you live and how the Services are used. Our Privacy Policy explains how we handle sensitive information and how you can exercise applicable rights.

14.4 Authorized Agents

Where permitted by applicable law, you may designate an authorized agent to submit privacy requests on your behalf, subject to verification.