Release date: 20/12/2022 
Version: 1.0

HELO TERMS OF USE

Please read the following terms of use (“Agreement”) carefully before using the services (as defined below) offered by Helo Health Ltd. and its affiliates (“us”, “we”, “our” or “Helo”). This agreement sets forth the legally binding terms and conditions for your use of the Helo software embedded within Helo branded wearable sensors and the Leggera scale (collectively, the “Helo Devices”), the Helo subscription services used in conjunction with the Helo Devices (“Subscription”), and the services, features, content, websites (or other linked pages) or applications offered, from time to time, by Helo in connection therewith (collectively, the “Service(s)”). These terms cover important information about services provided to you and any charges and amounts we bill you. These terms include information about future changes to these terms and automatic renewals.
“You” and “your” refer to the person accessing or using the services, or if you create an account on behalf of an employer, company, organization, or other entity, then (i) all references to “you” herein includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this agreement, and that you agree to this agreement on the entity’s behalf.
By accessing and using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement and the Helo Privacy Policy (the “Privacy Policy”), which is incorporated into this Agreement by this reference. If you do not accept this Agreement and the Privacy Policy, you are not authorized to use the Services.
While all of this Agreement is important, you should pay particular attention to: (a) when we may terminate this Agreement (see Sections 5); (b) how your Subscription automatically renews and your associated payment obligations (see Section 9); (c) the fact we do not give medical advice (see Section 8); (d) the situations where you may have to compensate Helo for losses (see Section 10); (e) the disclaimers in Section 11; and (f) our liability to you (see Section 12).

1. INTRODUCTION

The Services allow you to track, manage and share wellness-related information collected by the Helo Devices. The Services are provided to you by Helo, in connection with our service providers, sponsors, or other affiliates. So that we may safely and responsibly manage our website and mobile applications for all of our users, your use of the Services is subject to this Agreement and the Privacy Policy. Helo may modify this Agreement, the Privacy Policy, Content and/or the Services at any time and such modification will be effective upon posting such modifications to the Services. By continuing to access or use the Services after such modification, you are agreeing to be bound by the modified Agreement, Privacy Policy, Content and/or the Services, as applicable. In the event a modification has an adverse impact on your rights and obligations contained herein or the Services and/or Content provided to you (in each case as decided by Helo acting reasonably), you may terminate this Agreement within 10 days of the modification coming into effect by notifying us in accordance with Section 15 and we will provide you with a pro rata refund of any Subscription fee paid by you in advance reflecting the period where you did not benefit from the Services as a result of such termination. Whether you purchased a Subscription or received a Subscription from a third party, this Agreement will apply to your use of the Services in conjunction with a Subscription.

2. REGISTRATION

To use certain Services, including a Subscription, you must register and create an account (“Account”). You agree to provide true, accurate and complete information and keep your Account information current and updated. You shall not select or use as a username a name of another person with the intent to impersonate that person or use as a username a name subject to any rights of a person other than you without appropriate authorization. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account password confidential and secure. You may never use another person’s account or registration information for the Services without permission. You agree to notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account or password. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. Helo will not be liable for any loss or damage arising from your failure to comply with this Section.

3. ELIGIBILITY

You represent and warrant that you are at least 13 years of age, provided that if you are under the legal age to form a binding contract in your jurisdiction, your use of the Services is subject to requirements of parental consent, in which case (i) your supervising parent or legal guardian is considered the user under this Agreement and is responsible for any and all activity; and (ii) you represent that your parent or legal guardian has reviewed and agreed to the Agreement and the Privacy Policy. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.

4. USE OF THE SERVICES

Helo software, text, graphics, images, video, audio, data and other material are made available to you through the Services (collectively referred to as the “Content”). Subject to this Agreement and, where applicable, your Subscription, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to (i) access and use (i.e., to download and display locally) the Content and the software and applications made available through the Services and (ii) use the Helo software embedded within the Helo Devices, in each case solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our sponsors, or affiliates. The Content is protected by intellectual property rights, including copyright under both United States and other laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.
Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.
The Services include access to links to, and content and data from, third-party websites (“External Services”). These links, content, and data are provided solely as a convenience to you, are not an endorsement by us of the content on such External Services and may be subject to separate legal terms and conditions between you and third parties. The content of such External Services is developed and provided by others. In addition, the Services permit access to content posted, stored, or displayed at the direction of users of the Services, for which we cannot accept any responsibility or liability.
The Services are for personal use only and may not be used in connection with any commercial endeavors except those that are specifically approved by Helo. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from Helo even if the Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of this Agreement.

5. TERMINATION

Unless otherwise prohibited by law, and without prejudice to Helo’s other rights or remedies, Helo shall have the right to immediately terminate (i) your Account and/or your Subscription if you breach any of the terms of this Agreement and (ii) any of the Services, in our sole discretion at any time; provided that if you are not in breach of this Agreement, we will provide you with a pro rata refund of any Subscription fee paid by you in advance reflecting the period where you did not benefit from the terminated Services as a result of such termination.
You must maintain an active Account to continue using the Services. Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease and your User Content, as defined below, will no longer be available to you through the Services.
Until terminated, your Subscription will automatically renew for additional Subscription periods. If you terminate your Subscription or fail to pay any Subscription fees when due, your Subscription will go into an inactive state. In this inactive state, you will be able to upload data from your Helo Devices and access historical data, however the Services related to your Subscription will not be available. Upon appropriate payment, your Subscription will be reactivated, and you will be able to utilize the full functionality of the Subscription.
Unless otherwise stated, all Subscription fees are non-refundable, even if you stop using the Services. Your Subscription will begin at the time of purchase. You authorize Helo to charge your credit card a Subscription fee after each pre-paid period ends until termination of your Subscription.

6. SUPPORT

You can access Helo support and other resources at https://info.helohealth.com.

7. USER CONTENT

The Services may include functionality to permit the submission of your Content, whether manually at the direction of users of the Services or automatically in accordance with your Account settings (“User Content”) and the hosting, sharing, and/or publishing of such User Content. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, without limitation, any user profile information you submit and make publicly available, any information collected by the Helo Devices, including, without limitation, statistics and measurements, wellness information and any other information submitted by you through the Services. You understand that Helo does not guarantee any confidentiality with respect to User Content that you submit and make available to others.

You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (ii) you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms (i.e., posting User Content to Twitter or Facebook if enabled in your Account’s sharing settings) with our affiliates and licensees for informational and analytical purposes. To the extent User Content contains personal data (as defined by the EU General Data Protection Regulation), the foregoing license is subject to our Privacy Policy. If your use of the Services is on behalf of or managed by a coach, team, organizing body or other entity you are affiliated with (“Managing Entity”), your User Content may also be shared with that team or other organization as more fully described in our Privacy Policy. You consent to that sharing and acknowledge and agree that we are not responsible for any use or disclosure of your information by that Managing Entity. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, if you have permitted such access through your Account settings, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of the Services and under this Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.

In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Services, if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Services more than twice. We also reserve the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate your access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.

If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) or the EU Digital Copyright Directive (and any national law implementing the same in the UK or the EU) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • (iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
  • (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of this Agreement (e.g., violations of criminal laws) is: General Counsel, Classon House, Dundrum Business Park, Dublin 14W9Y3, Ireland. Only notices pursuant to this Section 7 and notices relating to complaints in connection with User Content or violations of this Agreement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be addressed to the address in Section 15.

8. NO MEDICAL ADVICE

Helo provides the Services for you to track, manage, and share your wellness-related information. The Services and any results or Content displayed via the Services, whether provided by Helo or third parties, do not provide medical advice and are not intended to be a substitute for (i) advice from your doctor or other medical professionals, or any diagnosis or treatment or (ii) a visit, call, or consultation with your doctor or other medical professionals. The Services do not and are not intended to diagnose, prevent, monitor, treat or alleviate disease, diagnose, monitor, treat, alleviate or compensate for an injury or handicap, investigate, replace or modify the anatomy of a physiological process, control conception, achieve its principle intended action in or on the human body by pharmacological, immunological or metabolic means, even if it is assisted in its function by such means or prescribe treatment, administer medicinal products, or perform any other tasks that constitute the practice of medicine or for other therapeutic purposes, in each case whether as a medical device (as defined in Medical Devices Regulations 2002) or otherwise and all Content available through the Services is for general informational purposes only. Use of the Services, or communication with us via the internet, e-mail or any other means, does not create any doctor-patient relationship. If you have any health-related questions, please call your or see your doctor or other healthcare provider. You should never disregard medical advice or delay in seeking medical advice because of any Content presented on the Services, and you should not use the Services or any Content on the Services for diagnosing or treating a health problem. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise or athletic program. You agree that your athletic activities carry certain inherent and significant risks of bodily injury, death or property damage, and that you voluntarily assume all known and unknown risks associated with these activities.

9. PAYMENTS

a. Purchases. You agree to pay the purchase price for Products, including fees for your Subscription, as described in this Agreement and during the purchase and payment process. Any payment terms presented to you in the process of purchasing Products or a Subscription are deemed part of this Agreement and are incorporated herein by reference.
Prices are stated in US dollars and all transactions will be in US dollars. You are responsible for any foreign exchange fees charged by your bank or the payment processor to facilitate a transaction in another currency. 
Unless otherwise stated, all Prices and transactions are exclusive of all sales, use, and excise taxes, and any other similar taxes, customs, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes.

b. Billing. We may collect payments from you directly or we may use a third-party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for your Product purchases and Subscription fees. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for any errors by a Payment Processor. By choosing to purchase a Product, including a Subscription, you agree to pay us, either directly or through a Payment Processor, all Subscription fees, Product purchase amounts and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us, through a Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.

c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

d. Recurring Billing. The Subscription payment terms consist of recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Subscription fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU CAN TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD IN YOUR ACCOUNT SETTINGS.

e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.

f. Auto-Renewal. Your Subscription will be automatically extended for successive renewal periods. You can terminate your authorization or change your payment method in your account settings. If you terminate your Subscription, you may continue to use your Subscription until the end of your then-current term and your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your Subscription before the end of the then-current term. Your Subscription cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, Helo will not refund any amounts that you have already paid.

g. Reaffirmation of Authorization. Your non-termination or continued use of your Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you.

10. COMPENSATION

You agree to compensate and reimburse us on demand for any losses, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your User Content, (ii) your breach of this Agreement, (iii) your uploading or misuse of the Content or the Services, or (iv) your violation of law. We reserve the right to assume the exclusive defense and control of any matter which is subject to this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. DISCLAIMER OF WARRANTY

As a consumer, you have certain rights under law and nothing in this Agreement can, or is intended to, limit or remove these rights. We don’t exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so, including for faulty or misdescribed goods. 
We have taken every reasonable care in the provision of the Services. However, except as stated in Section 16 and to the extent permitted under applicable law, the Services and Content are provided on an “as is” and “as available” basis without any express or implied warranties or conditions of any kind. We hereby disclaim all implied warranties and conditions, including, but not limited to, the warranty of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.
We, our affiliates, and our and their respective officers, directors, employees, agents, suppliers, or licensors, make no warranties or representations about the content (including the user Content) or Services, including but not limited to accuracy, reliability, completeness, timeliness, or reliability.

Neither we nor our affiliates shall be subject to liability for truth, accuracy, or completeness of any information conveyed to users of the services or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. Further, we make no warranty that the services will be available error free or that the services or the content are free of computer viruses or similar contamination or destructive features. If your use of the services or the content results in the need for servicing or replacing equipment or data, we shall not be responsible for those costs. You agree that your use the services and the content at your own risk.

12. LIMITATION OF LIABILITY

To the extent we are allowed under applicable law to limit our liability, our liability to you for our failure to perform the Services with reasonable skill and care is limited to the total amount of Product purchases and Subscription fees paid by you. For any other loss or damage you suffer, whether direct or indirect (including, without limitation, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Helo Devices, the Services and/or the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, our liability is limited to one hundred euros.
In some jurisdictions, consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in this Agreement may not apply in whole or in part. We do not seek to exclude or limit our liability any liability that cannot be excluded of restricted by applicable law.

13. CHANGES TO SERVICES

The Services may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services, but this is not always practical. Similarly, we reserve the right to remove any Content or User Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.


14. GENERAL

a. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, provided we ensure such assignment does not affect your rights under this Agreement. This Agreement will inure to the benefit of our successors and permitted assigns.

b. Governing Law; Venue. This Agreement, and any disputes arising out of or in connection with them (including non-contractual disputes), are governed by Irish law and you can bring legal proceedings in relation to the Services or this Agreement in the Irish courts.

c. Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

d. Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

e. Entire Agreement. Except as expressly agreed by us and you, this Agreement, the Privacy Policy and any other terms presented to you on or before you create your Account and purchase a Product, including a Subscription, constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. All Products are marketed and sold pursuant to Helo’s published product specifications available through our Store at the time of sale (the “Product Specifications”). These Product Specifications supersede all previous or contemporaneous representations, whether written or oral, which may have been made regarding the Products. You represent and agree that in making purchases through the Store, you have not relied on any statements, representations or claims made by Helo personnel, Helo Authorized Affiliates, or others, including through social media or any other media, that are not set forth in the Product Specifications.

f. Headings. The section headings are provided merely for convenience and shall not be given any legal import.

g. Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Compensation, Disclaimer of Warranty and Limitation of Liability, and General.

h. Third Party Distribution Channels. Helo offers software applications that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

  • Helo and you acknowledge that this Agreement is concluded between Helo and you only, and not with Apple Inc. (“Apple”), and that as between Helo and Apple, Helo, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
  • Your license to use the Apple-Enabled Software is limited to a non-exclusive, revocable, non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. 
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Helo’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Helo and you acknowledge that Helo, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Helo and Apple, Helo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Helo at the e-mail address, phone number or mailing address set forth in Section 15 of this Agreement.

Helo and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

i. Sanctions. You represent and warrant that you are not the subject or target of, and that you are not located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of, economic sanctions of the United States, European Union or other applicable jurisdictions.

15. CONTACT

For support and other resources, see info.helohealth.com. You may also contact us via e-mail at contact-us@helohealth.com or by post at Classon House, Dundrum Business Park, Dublin 14W9Y3, Ireland.


16. WARRANTY AND RETURN POLICY 

30-Day Return Policy
If you are unhappy or unsatisfied with a Product, other than a Subscription, you may request to return the Product, at your own cost, within 30 days following our shipment of the Product to you. For an eligible return, you will be refunded the purchase price excluding shipping costs incurred, less a 10% restocking fee. For orders canceled prior to shipping, you will be refunded the purchase price including shipping costs. 

To be eligible for a refund pursuant to this 30-Day Return Policy, you must:

  1. Have an active Account with no outstanding balance or any unpaid fees;
  2. Be the original owner of the Product, meaning that you personally purchased the Product being returned through your Account; and
  3. Return the Product within the applicable time period, in accordance with the procedures set forth below, unopened in resaleable condition in its original undamaged packaging with seals and wrapping in place and all components and accessories included.

This 30-Day Return Policy does not cover:

  1.  Products that have been opened, used or damaged;
  2. Products purchased by others;
  3. Lost or stolen Products; or
  4. Defective Products that may be replaced pursuant to our Warranty.

You may return eligible individual products that are purchased as part of a kit, bundle, or a package for a partial refund. Partial refund amounts will be calculated as the total purchase price, less the full undiscounted price of the items not returned.

While you may cancel a Subscription at any time, the cancellation of the Subscription will not go into effect until the end of the subscription period and no refund will be issued.

RETURN PROCEDURE

You may request a return at info.helohealth.com. To submit a Return Merchandise Authorization request, you must provide the order number. If approved, you will receive a RMA Number valid for 30 days and instructions for shipping the Product back to us. Product returns received by the Company without a valid and authorized RMA Number or with an expired RMA number (more than 30 days from issuance) will not qualify for a refund, and the product will be returned to you at your expense.

Refunds are typically processed within 60 days following our receipt of validly returned Products. Unless we approve otherwise, any refund will be returned via the original payment method.

Once a return is requested, Helo may suspend or terminate the Account associated with the return at its sole discretion.

The foregoing return policy is in addition to (and not in place of) your consumer cancellation right that enables you to cancel your purchase within 14 days after the date on which you entered into this Agreement. If you wish to exercise your consumer cancellation rights, simply notify us using the details provided in Section 15. If you cancel your purchase pursuant to your statutory rights, you must return the Products to us within 14 days. You are responsible for your costs of returning the Products to us when exercising this right.


LIMITED WARRANTY: HELO DEVICES

Helo warrants that your Helo Devices is free from defects in materials or workmanship for a period of one year from the date of receipt of the Helo Devices, or for any longer period as required by applicable law, including two years from the date of receipt of the Helo Devices for residents of the European Economic Area (such period, the “Warranty Period” and such warranty, the “Limited Warranty”). If your Helo Devices is defective during the Warranty Period, Helo will repair or replace your Helo Devices, subject to the conditions below, at no additional charge. Helo is not responsible to repair or replace your Helo Devices if you violate this Limited Warranty. This Limited Warranty is non-transferable. Any Limited Warranty replacement Helo Devices shall be warranted under the original Warranty Period for the remainder of the Warranty Period, for 30 days after you receive your replacement Helo Devices, or for any period as required by applicable law, whichever is longer.
To be eligible for the Limited Warranty, you must:

  1. Have an active Account with no outstanding balance or any unpaid fees;
  2. Be the original owner of the Helo Device, meaning that you personally purchased the Helo Device being repaired or replaced through your Account; and
  3. Return the Helo Device, within the applicable warranty period, in accordance with the procedures set forth below.

This Limited Warranty does not cover:

  1.  Non-Helo Devices or counterfeit products;
  2. Lost or stolen Helo Devices;
  3. Damage or failure through misuse or malfunction, normal wear and tear, improper or negligent use, improper or abnormal use, or any use contrary to instructions provided by Helo;
  4. Damage or failure due to accident, acts of God, unauthorized commercial use, abuse, neglect, theft, unusual atmospheric conditions;
  5. Cosmetic damage;
  6. Any unauthorized modification to the product;
  7. Attempted repair by unauthorized persons or with any parts not originally intended for or compatible with the Helo Devices; or
  8. Any alteration of the factory model name and/or serial number.

This Limited Warranty gives the purchaser specific legal rights, which are in addition to (and not in place of) any statutory rights you may have pursuant to applicable consumer rights law in the country that you live in.

WARRANTY PROCEDURE
You may request a warranty repair or replacement at info.helohealth.com. If approved, you will receive a RMA Number valid for 30 days and instructions for shipping the Helo Device back to us. Products received by the Company that do not match the information in the approved request, or are shipped without a valid and authorized RMA Number or with an expired RMA number (more than 30 days from issuance) will not qualify for a refund, and the product will be returned to you at your expense.

Helo cannot provide a guaranteed delivery date for your warranty repair or replacement, and you agree that we are not liable for delays.
Helo will not be responsible for damage resulting from improper packaging of Helo Devices sent to us for warranty repair or replacement.

For information regarding out of warranty diagnostics and repairs of Helo Devices, see info.helohealth.com.

19. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.