Terms and Conditions

Helix Tech LLC Terms and Conditions
RECITALS
Helix Tech LLC (“Helix”) provides a payment bridge for dental and other medical offices who enter into a Master Services Agreement (“Client”) to facilitate Client’s collection of patient fees through financial card payments;
Client is a dental or other medical office providing services to patients;
Client wishes to implement and maintain a payment bridge integration with Helix (the “Service”) pursuant to the terms of these Terms and Conditions (“Terms and Conditions”), along with the Master Services Agreement (“MSA”), which govern the use by Client of the Service provided by Helix, with its principal place of business at 702 Farm Cottage Lane, Charleston, SC 29412 USA; and
Capitalized terms have the definitions set forth in the MSA. Helix and Client may each individually be referred to in the MSA as “Party” or jointly as “Parties.”
In exchange for use of the Service by the Client and the Compensation paid to Helix, the parties agree to comply with the following Terms and Conditions:
CLIENT OBLIGATIONS
Payment Card Industry (“PCI”) Rules. Client shall comply with the rules, regulations and terms and conditions between Client and Visa, MasterCard, Discover, American Express and all other card networks and associations (and related members and third-party providers) as they may apply and as are modified from time to time (the “Rules”).
PCI Data Security Standard Compliance and PCI Data Breach Coverage. Client shall comply with the rules, regulations, standards and guidelines set forth by the PCI Security Standards Council (“PCI SSC”) and any governing committees or boards thereof, as may be amended from time to time (the “PCI DSS Rules”). Client agrees to comply with any materials, information and instructions that it receives from Helix or Third-Party Service Providers regarding the PCI DSS Rules relating to software updates, data back-up account obligations, anti-virus obligations, data breach notification timing, firewalls, and other obligations and requirement necessary to comply with the PCI DSS Rules. It shall be the sole responsibility of Client to timely read and comply with such materials, information and instructions. Client understands and acknowledges the materials, information and instructions from Helix and/or Third-Party Service Providers may require Client to implement new or modify old procedures to conform with the PCI DSS Rules and data breach coverage requirements, which Client agrees to implement pursuant to this Section.
Network Functionality. Client shall be responsible for the functionality of its network environment and the integration and compatibility of the Service with that network environment. The network environment includes, but is not limited to, any POS systems, software, hardware, credit card data, network security, firewall, and encryption used by Client in its business. Client shall remedy inadequacies, failures, weaknesses, incompatibilities, or non-compliant components of or in Client’s network environment revealed by any PCI DSS scans, Self-Assessment Questionnaires (“SAQs”), or as otherwise noted to Client at any time by Helix and/or Third-Party Service Providers.
Software Use. Subject to Client’s compliance with the MSA and these Terms and Conditions, Helix grants Client a limited, non-exclusive, non-transferrable, non-sublicensable and revocable license to install and integrate certain software (the “SaaS Services”) into Client’s office management and/or business systems, solely for the purpose of enabling Client to access, utilize and/or supplement the Service. Client agrees that (i) Helix and its licensors have all right, title and interest in and to the SaaS Services, including but not limited to all intellectual property rights associated with the SaaS Services; (ii) the SaaS Services are protected by the copyright laws of the United States, international treaties and conventions, and other laws; and (iii) except with respect to the limited license granted herein, Client has no intellectual property rights in the SaaS Services (including but not limited to use of any trademarks, trade names, service marks, logos, domain names, or other distinctive brand features), and Helix reserves all rights not expressly granted to Client under this Section 1d. Helix reserves the right at any time to update or modify, or to discontinue, temporarily or permanently, Client’s (or any of its customers or patients) access to and/or use of the SaaS Services, or any feature or part thereof. Helix may also adopt additional restrictions regarding the use of the SaaS Services, or any feature or part thereof. Helix may take such actions with or without notice.
Financial Card Processing Account. Client may establish a financial card processing account and agrees and acknowledges that such account will require Client to enter into a separate agreement with a card-processing provider. Client agrees to abide by all of the terms of such agreement. Client authorizes Helix to refer card processing providers to Client for the purpose of Client obtaining a new or replacement financial card processing account.
Access Credentials.
If Client receives a user identification name or password from Helix to access the Service, Client agrees to: (i) keep that user identification name and password confidential; (ii) prohibit any other entity or person to use the user identification name or password or gain access to the database or Service; (iii) be liable for all action taken by any user of the user identification name or password; and (iv) promptly notify Helix if Client believes the user identification name or password have been used inappropriately or the confidentiality of the information made available through such use has been compromised.
Client acknowledges that any loss incurred by Helix as a result of any party gaining access to Client’s account using information that party was not authorized to obtain or using such information in a manner not permitted by the MSA and/or the Terms and Conditions (including but not limited to improper or unauthorized use of Client’s ID number and PIN) shall be the responsibility of Client.
Fees/Payment. Fees are due upon Activation (“Activation” means the date the Client receives its login credentials by email from Helix and billing commences). [Payment is due upon receipt of invoice. Payments not received within thirty (30) days of the invoice date shall be charged a late fee. Late payments will be equal to the lesser of 1.5% per month on any overdue amount or the maximum legal rate. Client shall remain obligated to make all payments due or accrued under it prior to the date of termination.]
ACCEPTABLE USE POLICY
Helix prohibits the below actions when any party uses the software, technical and communications platform(s) available on and through our website https://www.helixtech.com (the “Site”) (collectively, the “Platform”) when using the Service.  The Platform and Service may not be used in any illegal, abusive, or another manner that interferes with the Service’s ability to fairly allocate capacity among users or that otherwise degrades service quality for other users. The following list, which is not intended to be exhaustive, gives examples of prohibited activities:
Attempting to bypass or break any security mechanism on either of the Platform or Service or using either the Platform or Service in any other manner that poses a risk, security or service, to Helix or any of its users.
Testing or reverse-engineering the Platform in order to find limitations, vulnerabilities, or evade filtering capabilities.
Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on the Platform or any other conduct that adversely impacts the availability, reliability, or stability of the Platform or Service.
Transmitting any material that contains viruses, trojan horses, worms, or any other malicious, harmful, or deleterious programs.
Using the Platform and Service in any manner that violates any applicable industry standards, third-party policies, or requirements that Helix may communicate to its users, including without limitation, all of the applicable guidelines published by CTIA – The Wireless Association, the Mobile Marketing Association, or any other accepted industry associations, carrier guidelines or other industry standards.
Engaging in any unsolicited advertising, marketing, collections, or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act. This includes using the Helix Platform and Service without obtaining prior express consent where it is required.
Using the Helix Platform and Service in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited phone calls, text messages, or emails.
Sending automated text messages or calls before 8 a.m. or after 9 p.m. local time.
Using the Helix Platform and Service to harvest or otherwise collect information about others, including email addresses or phone numbers.
Using the Helix Platform and Service to engage in fraudulent activity with respect to third parties.
Violating or facilitating the violation of any local, state, federal or foreign law, including laws regarding the transmission of data or software.
Transmitting any material that infringes the intellectual property rights or other rights of third parties.
Transmitting any material that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.
Transmitting any false information with the intent either to mislead or to prank the recipient.
Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call.
Using the Helix Platform to send content pertaining to industries subject to age-gating regulations: cannabis, medical marijuana, pharmaceuticals, tobacco, alcohol, online gaming, gambling, and online dating apps.
Client acknowledges that taking any action to encourage or promote any activity prohibited under this Acceptable Use Policy is in itself a violation of the Acceptable Use Policy also.
AUTHORIZATION
Text and Voice. Client hereby authorizes Helix to send, and Client voluntarily accepts receipt of, SMS text alerts and artificial or prerecorded voice alerts for the following designated purposes: (i) to notify Client when its authorization is approved or activated; (ii) to notify Client that Helix needs additional required information; (iii) to notify Client of new products or features offered by Helix; (iv) to notify Client that Helix is trying to reach it; (v) to notify Client of Client service issues; (vi) to notify Client of Service outages; (vii) to provide Client with information regarding account balances, transactions, and similar matters; and (viii) to notify Client of any matters relating to Client’s account. Client understands that it will receive future SMS text alerts and/or artificial or prerecorded voice alerts for the aforementioned purposes by or on behalf of provider to the telephone number designated in the MSA and, having received and reviewed these disclosures, Client unambiguously authorizes provider to deliver, or cause to be delivered, and agrees to receive, such alerts through the use of an automatic telephone dialing system and/or an artificial or prerecorded voice. Client acknowledges that the telephone number provided is in the name of and controlled by Client, that Client’s consent is voluntary and not required (directly or indirectly) as a condition to its receiving services from Helix or its affiliated companies in accordance with the agreement, and that customer has the right to withdraw this consent at any time by giving Helix written notice of such withdrawal in accordance with these Terms and Conditions. This consent is being provided electronically in accordance with these Terms and Conditions.
Anti-Spam. Helix maintains a no-tolerance policy toward spam. While Helix does not assume the duty or obligation to monitor messages, Helix reserves the right, in its sole and absolute discretion, to monitor any and all messages created or sent by Client, its affiliates or any third party at any time without prior notice to ensure that they conform to the guidelines and policies pertaining to the Helix Platform and Service.
Spam includes any type of unsolicited message. Client agrees not to use any third-party list of phone numbers or otherwise engage in unsolicited messaging in connection with the Platform. Helix will immediately terminate any account which Helix believes, in Helix’s sole discretion, is transmitting any spam or other unsolicited messaging, such as unsolicited advertising, marketing, bill collections or other activities that violate anti-spam laws and regulations including, but not limited to: Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq; Do-Not-Call Implementation Act; Telemarketing Sales Rule (“TSR”), 16 C.F.R. Part 310, et seq.; Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003; Mobile Marketing Association (“MMA”) U.S. Consumer Best Practices Guidelines for Messaging; Cellular Telecommunications Industry Association (“CTIA”) Best Practices and Guidelines for Location-Based Services; CTIA Messaging Principles and Best Practices; CTIA SMS Interoperability Guidelines; and Canada’s Anti-Spam Legislation (“CASL”).
Client represents and warrants that Client’s use of the Helix Platform and Service will not cause Helix to violate these or other similar laws.
Client agrees that it is Client’s responsibility to abide by any federal and state laws applicable to the use of the Helix Platform and Service. Client understands and agrees that Helix will not be held responsible for damages to Client or any third party incurred due to Client’s failure to abide by state or federal laws.
If Client is using the Service in Canada, Client agrees to comply with all Canadian telecommunications or privacy laws and rules including rules and orders issued by the Canadian Radio-television and Telecommunications Commission, any National Do Not Call Registry or Unsolicited Telecommunications Rules, the federal Personal Information Protection and Electronic Documents Act or any substantially similar provincial law which may be applicable.
Opt-In. All emails sent from the Platform have an unsubscribing mechanism and do not require prior opt-in from United States recipients. Client can send most informational text messages to existing patients without a written opt-in. However, Client may not send automated text messages that result in the sale of a product or service to anyone who is on the federal Do-Not-Call list. The federal Do-Not-Call list can be purchased electronically from www.telemarketing.donotcall.gov and must be checked every thirty-one (31) days. Client hereby represents and warrants that the owners of the phone numbers to which Client transmits text messages that may result in the sale of a product or service using the Platform are not on the federal Do-Not-Call List. For automated calls, Client hereby represents and warrants that the owners of the phone numbers to which Client transmits outbound calls through the Platform have expressly consented or otherwise opted-in to the receipt of such messages, in accordance with the TCPA, and other applicable federal, state, and local laws. Client will ensure that any and all consents have been obtained, including, without limitation, consent for the delivery of informational, commercial, and/or marketing messages. If the owners of the phone numbers to which Client transmits outbound calls through the Platform have not expressly consented or otherwise opted-in to the receipt of such messages, Client hereby agrees to ask recipients to opt-in to receiving your automated calls or text messages by ONE of the following methods:
Adding a checkbox and opt-in wording to a paper registration form.
Adding a checkbox and opt-in wording to an online registration form.
Asking for permission via email.
Adding opt-in wording to an existing agreement that recipients routinely sign (contract, terms of service, SOW, etc.).
Content Responsibility.  Client hereby acknowledges that Helix merely provides the Platform for facilitating the sending of your calls, text messages, and emails.
Client hereby confirms that Client is solely responsible for the content of Client’s calls, text messages, and emails and that Client is sole liable for Client’s communications. Client agrees to represent truthfully Client’s identity and product or service in its calls, text messages, and emails. Client will obtain all consents, including but not limited to the delivery of informational, commercial, and marketing messages.
Helix does not guarantee the accuracy, integrity, quality, or appropriateness of any messages, communications, information, data, text, music, sound, or other materials (“Content”) through the Service. Client acknowledges that Helix simply acts as a passive conduit for the distribution and transmission of Client’s information and that Helix has no obligation to screen, preview, or monitor any Content.
By using Helix, Client agrees that it is solely CLIENT’S RESPONSIBILITY to evaluate the accuracy, usefulness, completeness, or appropriateness of any Content that Client sends, receives, accesses, posts, or otherwise transmits through the Platform, including Content that may be offensive, indecent or objectionable.
Under no circumstances will Helix be liable in any way for any Content, including but not limited to, for any errors or omissions in any Content; loss, destruction or degradation of any Content; or for any loss or damage of any kind incurred as a result of the use of any Content stored, sent, accessed, posted or otherwise transmitted via either the Platform or Service.
You agree and consent that Helix may record or monitor oral or voice communications, utterances, and conversations or commands made by Client or Client’s affiliates during the use of either the Platform or Service as permitted by 18 U.S.C. § 2511 et seq., Cal. Penal Code § 632 et seq., and other state laws that regulate call monitoring and recording. By using the Service, Client expressly consents and grants Helix the right to record or monitor and use this information in connection with Helix operations and for the purposes set out in the Privacy Policy.
Helix is under no obligation to monitor or record its services for accuracy, completeness, or quality. Client understands that recordings may or may not resemble that which you intend to record and that Helix is under no obligation to ensure that recordings will successfully represent that which Client intends to record. Client agrees that all recordings or monitoring becomes part of the Content (hereinafter defined) of Helix.
By using the Helix Platform, Client is agreeing to receive automated informational and promotional communications via call, text messages, and emails.
PRIVACY
Please review our Privacy Policy at https://www.helixtech.com/privacy-policy/ which is incorporated to these Terms and Conditions by reference.
Helix is committed to maintaining the security of Client confidential information. This commitment allows Helix to collect and communicate information used to assist dental and other medical offices in facilitating better medical care to their patients. Helix complies with all applicable federal and state laws and regulations regarding the privacy and confidentiality of all patient and physician information.
To this end, Helix’s use of personal information is limited to that which is necessary to provide a payment bridge for dental and other medical offices, while providing the minimum amount of identifiable Client data required to perform the specified communication.
Helix will not disclose, rent, or sell any personally identifiable Client or patient information to third parties (although Helix reserves the right to share non-personal, compiled or condensed Client information which does not allow a patient to be identified or contacted).
Helix employs advanced multi-layered encryption and security firewalls to protect confidential information from unauthorized disclosure, misuse, loss, errors, or alteration. All information is received and sent under the Client’s direction and order via secured encrypted Internet transmission, directly from the Client’s office.
Helix reserves the right to change this Privacy Policy at any time by posting the new privacy statement on Helix’s website.
DOWNTIME AND SERVICE SUSPENSIONS
Client acknowledges that Client’s use of this Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Service for any reason, including as a result of power outages, system failures or other interruptions; and
Helix shall also be entitled, without any liability to Client, to suspend access to any portion or all of the Service at any time, on a service-wide basis:
For scheduled downtime to permit us to conduct maintenance or make modifications to service;
In the event of a denial of service attack or other attack on the Service or other event that Helix determines, in its sole discretion, may create a risk to the Service, to Client or to any of our other customers if the Service were not suspended; or
In the event that Helix determines that the Service is prohibited by applicable law or Helix otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).
Helix shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client may incur as a result of any Service Suspension. To the extent Helix is able, Helix shall endeavor to provide Client notice of any Service Suspension and to post updates regarding resumption of Platform and Service following any such suspension but shall have no liability for the manner in which Helix may do so or fail to do so.
TERM AND TERMINATION
The initial term shall be for a period of one (1) year, autorenewable, (the “Term”) or as specified in an order, application, order summary, agreement, schedule, quotation, statement of work, or other document(s) by which Client orders the Service (collectively, the “Order Form”), commencing on the date the Client receives its login credentials by email from Helix and billing by Helix commences. Thereafter, the Term shall be automatically renewed for additional terms of one (1) year each unless and until either party provides written notice of termination to the other party no later than thirty (30) days prior to the end of the then current Term. Notwithstanding the foregoing, Helix may terminate the Agreement either (a) upon seven (7) days’ notice to Client for convenience at any time for any reason or no reason at all (“Termination for Convenience”) or (b) without prior notice if Client breaches the terms of the Agreement (“Termination for Breach”). In the event of a Termination for Convenience, Client shall not be responsible for any Fees beyond the date on which Helix terminated the Order Form and Service. In the event of a Termination for Breach, all Fees paid shall be nonrefundable and Client shall remain liable for all unpaid or agreed upon Fees for the remainder of the applicable Term. Client hereby authorizes Helix to debit any charges due by Client under the Terms and Conditions or any other agreement between Client and Helix from any checking, savings, credit card or any other type of account provided by Client to Helix.
Early Termination Related Fees. If Client cancels the Service prior to the end of any Term, Client shall remain liable for all Fees due to Helix for the remainder of the current Term and Client shall not be entitled to any refund or credit for any unused Term. If Client participates in Helix’s Merchant Card Processing Account and Client terminates their Agreement at any time before the end of the Initial Term, then the termination fee assessed will be the maximum fee permitted by law. In addition, if Client has accepted point of sale terminal equipment for use without any obligation to pay a purchase price, then Client agrees to pay a separate non-return fee of $500 for each terminal provided as part of their Agreement.
POWER TO PERFORM
Client represents and warrants that (a) Client has full power and authority to enter into and perform the Terms and Conditions and utilize the Service without violating any other agreement; (b) all information Client provides to Helix is and will be true, accurate, and complete; and (c) Client will not interfere with Helix’s business practices, including in relation to the Service.
HELIX’S RIGHTS WITH RESPECT TO CLIENT DATA
Client hereby grants to Helix a non-exclusive, perpetual, irrevocable, non-transferable, sublicensable right and license to copy, modify, use and store Client’s data in connection with the Service, provided that Helix will not intentionally publish or disclose Client’s data to any third party besides their respective patients from which the data is derived.  This license will survive any termination of the MSA.  Helix may exercise the foregoing rights through contractors providing services to Helix, solely in their capacities as service providers to Helix.
REGISTRATION
Client shall follow the registration or credentialing requirements (if any) established by Helix for access to the Service.  All Service access keys or credentials are Helix’s confidential information and may not be shared with third parties.
FEEDBACK, INDEPENDENT DEVELOPMENT
If Client provides Helix with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested regarding the Service (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary Client may include any accompanying communication), and Helix shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Service.  Client hereby grants Helix a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, use and otherwise exploit Client Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to Client.  In addition, Client agrees that nothing restricts Helix’s ability to independently create software, tools or other technology that are similar any software, tools or other technology proposed by the Feedback.
FEES
In consideration of Helix providing access to the Service for Client, Client shall pay the Fees set out in the MSA.  Fees are not conditional on any commercial outcomes for Client.  Except as provided in Section 6, Fees are non-refundable.  Without limitation, in so far as Helix has permitted access to the Service, no failure by Client or any user to use the Service, or any other act or omission by Client, a user, Helix or a third party shall be grounds for a refund of Fees.
DISCLAIMERS.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIX DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. HELIX EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SERVICE, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO CLIENT DATA, OR THE QUALITY OR CONSISTENCY OF THE SERVICE OR RESULTS OBTAINED THROUGH ITS USE. HELIX HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE SERVICE TO FIX ANY ERRORS OR DEFECTS. HELIX MAY CHANGE THE SERVICE; HELIX WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, HELIX MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE SERVICE.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL HELIX BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF HELIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL HELIX’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED $1,000. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO ISO. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
INDEMNITY.
Client shall indemnify, defend (at Helix’s request) and hold Helix and its affiliates, officers, directors harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Client’s use or misuse of the Service, or Client’s violation of these Terms and Conditions, or any applicable law or regulation. Helix may, at its own expense, participate in the defense and settlement of any claim with its own counsel, and Client may not settle a claim without Helix’s prior written consent (not to be unreasonably withheld).
Governing Law.
Any claim relating to the Service shall be governed by the laws of South Carolina, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts (Charleston Division of the United States District of South Carolina) in Charleston, South Carolina.
CHANGES TO THIS AGREEMENT.
Helix may modify these Terms and Conditions from time to time, including any referenced standards, guidelines or other documents. Helix will use reasonable efforts to notify Client of modifications at least thirty (30) days before they go into effect (which notice may be by email to the email address associated with Client’s Helix account). Client may be required to click through the modified Agreement to show Client’s acceptance and in any event Client’s continued use of any portion of the Service (including any related code, documentation or other materials) after the modification constitutes Client’s acceptance to the modifications. If Client does not agree to the modified Agreement, Client’s sole remedy is to terminate Client’s use of the Service.
MISCELLANEOUS.
These Terms and Conditions, together with the Master Services Agreement, is the entire agreement between Client and Helix (“Agreement”), and supersedes any and all prior agreements, negotiations, or other communications between Client and Helix, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, must be accepted by Client in writing or click through. In the event that any provision of the Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. Client may not assign this Agreement without the prior written consent of Helix, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Helix may assign this Agreement without restriction and without any notice to Client. Subject to the foregoing, the Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, Client acknowledges and understands that if Helix is unable to provide the Service as a result of a force majeure event, Helix will not be in breach of this Agreement. A force majeure event means any event beyond the control of Helix. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Helix’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. Helix may provide notice to the email or physical address associated with Client’s Helix account. Client notices to Helix must be sent by first class mail or pre-paid post to Helix at the address indicated on the first page of this Agreement. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture.