These Terms of Service (the "TOS") are entered into by and between HelmAI, Inc., a Delaware corporation ("HelmAI" or "Company"), and the entity agreeing to an Order Form referencing these TOS ("Customer"). If Customer is accessing and using the Service during a Trial Period, "Customer" means the organization that the person clicking "I Accept," "Start Trial," or similar terms of acceptance represents.
BY ACCEPTING THESE TOS — WHETHER BY CHECKING AN ACCEPTANCE BOX, CLICKING AN ACCEPTANCE BUTTON, OR OTHERWISE COMPLETING ACCOUNT CREATION — YOU, ON BEHALF OF YOUR ORGANIZATION, AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.
1. The Service
1.1 Service Description
HelmAI is the owner and provider of an AI-powered platform (the "Service") designed to extract strategic signals from implementation and customer success calls, and route those signals to relevant internal teams. The Service processes Customer Data — including call recordings, transcripts, CRM data, implementation records, and email and calendar metadata — submitted by Customer through the Service or integrated third-party applications. All such data remains owned by the Customer in accordance with Section 6.2.
1.2 Customer's Subscription
Subject to these TOS, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering documents executed by the parties that reference these TOS and describe the applicable business terms ("Order Form(s)"). HelmAI grants Customer a limited, non-sublicensable, non-transferable right and license to access the Service solely for Customer's internal business purposes. Customer acknowledges that its purchase of a subscription is not contingent on the delivery of any future features or functionality not described in the applicable Order Form.
1.3 Trial Subscription
If the parties have not executed an Order Form, Customer may access and use the Service solely to evaluate it for Customer's internal business purposes for a period of fourteen (14) days, unless a longer period is agreed in writing by the parties ("Trial Period"). Trial access is subject to these TOS.
1.4 Support and Service Level Policy
HelmAI will provide basic technical support to Customer for the Service in accordance with its support and service level policy, as communicated to Customer from time to time. HelmAI will make commercially reasonable efforts to provide support during Trial Periods but has no obligation to do so.
1.5 Provisioning and User Credentials
Upon execution of an applicable Order Form, a single administrative user will receive login credentials from HelmAI. That administrator may then invite additional authorized users to create accounts ("Users"). Each User will be identified by unique login credentials ("User Credentials"). User Credentials may not be shared among multiple individuals and may only be reassigned to a new individual replacing a person who no longer requires access.
1.6 Use Restrictions and Responsibilities
Customer is responsible for all activity occurring under its Users' accounts, except to the extent caused by HelmAI's breach. Customer will ensure all Users are aware of and comply with these TOS. Customer agrees it will not, and will not allow Users or third parties to, directly or indirectly:
- modify, translate, copy, or create derivative works based on the Service;
- reverse assemble, reverse compile, reverse engineer, or otherwise attempt to discover the source code or underlying algorithms of the Service, except as permitted by law;
- license, sublicense, sell, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Service to any third party;
- remove or obscure any proprietary notices or HelmAI branding in or on the Service;
- use the Service in violation of any applicable federal, state, local, or international law or regulation;
- attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Service, including through the introduction of malicious code, denial-of-service attacks, or similar methods;
- probe, scan, or test the vulnerability of the Service or any HelmAI system or network without authorization;
- use the Service to store or transmit infringing, defamatory, or otherwise unlawful material, or material that violates third-party privacy rights; or
- circumvent any usage limits or access controls applicable to Customer's subscription.
If Customer's use of the Service causes or is likely to cause material harm to HelmAI or the Service, HelmAI may suspend access pending resolution and will use commercially reasonable efforts to provide prompt notice.
1.7 Customer Permissions
Customer's administrative Users may configure and manage Customer's use of the Service, including onboarding and deactivating Users, managing integrations with third-party applications, and monitoring User activity. It is solely Customer's responsibility to properly configure administrative permissions. HelmAI has no responsibility or liability for Customer's configuration choices.
2. Third-Party Applications
The Service may integrate with third-party products, services, or applications not owned or controlled by HelmAI, including CRM platforms, call recording tools, and calendar or email providers ("Third-Party Applications"). Customer may, at its sole option, choose to enable such integrations.
To facilitate interoperability, Customer may provide HelmAI with access credentials or other integration information for Third-Party Applications. Customer represents and warrants that it has the right to provide such information without breaching any applicable third-party terms. HelmAI is authorized to share Customer Data with Third-Party Application providers only as required to provide the Service.
HelmAI is not responsible for any transmission, collection, disclosure, or use of Customer Data by Third-Party Applications or their providers, or for the quality or accuracy of any outputs generated through Third-Party Applications. HelmAI does not endorse any Third-Party Applications. Customer's use of Third-Party Applications is governed solely by Customer's agreements with the relevant providers.
HELMAI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THIRD-PARTY APPLICATIONS. HELMAI WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO ANY THIRD-PARTY APPLICATION, INCLUDING CUSTOMER'S USE OR INABILITY TO USE SUCH APPLICATIONS OR ANY OUTPUTS PROVIDED THROUGH THEM.
3. Payment Obligations
Customer will pay for access to the Service as set forth in the applicable Order Form ("Fees"). All Fees are payable in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these TOS, non-refundable. HelmAI will invoice Customer and Customer agrees to pay in accordance with the Order Form. Fees are exclusive of any applicable taxes, levies, or similar governmental assessments, which are Customer's sole responsibility.
Use of the Service during a Trial Period is free of charge. If Customer fails to pay any undisputed invoice when due, HelmAI may (a) suspend Customer's access to the Service pending payment, and (b) charge interest on the outstanding balance at 1.5% per month, or the maximum rate permitted by law, whichever is lower.
4. Term and Termination
4.1 Agreement Term
If Customer has purchased a paid subscription, its subscription commences on the start date in the applicable Order Form and continues for the duration of the Subscription Period. If Customer has signed up for a free trial, these TOS commence on the date of sign-up and terminate at the end of the Trial Period unless earlier terminated.
4.2 Termination for Convenience
During a Trial Period, either party may terminate these TOS immediately upon written notice to the other party.
4.3 Termination for Cause
Either party may terminate these TOS upon written notice if the other party materially breaches these TOS and fails to cure such breach within thirty (30) days of receiving written notice. Either party may also terminate upon notice if the other party ceases to operate in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, reorganization, or similar proceeding that is not dismissed within one hundred eighty (180) days.
4.4 Effect of Termination
Upon termination, all rights and licenses granted by HelmAI under these TOS will immediately terminate and Customer will no longer have the right to access or use the Service. If HelmAI terminates due to Customer's uncured breach, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period. Upon written request following termination, HelmAI will delete Customer's User Information and Customer Data (if not already deleted in accordance with Section 6).
4.5 Survival
Sections 2, 3, 4, 5, 6, 7.2, 8, 9, and 10 will survive any termination or expiration of these TOS.
5. Confidentiality
5.1 Definition
Each party ("Receiving Party") understands that the other party ("Disclosing Party") may disclose business, technical, or financial information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). HelmAI's Confidential Information includes non-public information regarding the features, functionality, and performance of the Service. Customer's Confidential Information includes Customer Data and User Information. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
5.2 Protection and Use
The Receiving Party will: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care; (b) limit access to those personnel and advisors who need to know such information and are bound by obligations at least as protective as these TOS; (c) not disclose any Confidential Information to third parties without prior written consent; and (d) use Confidential Information only to fulfill its obligations under these TOS.
5.3 Feedback
Customer may provide suggestions, ideas, or other feedback regarding the Service ("Feedback"). Customer grants HelmAI a royalty-free, worldwide, perpetual, irrevocable, fully sublicensable right and license to use, reproduce, modify, and otherwise exploit such Feedback without restriction, provided that HelmAI will not publicly identify Customer as the source of any Feedback without Customer's written consent.
6. Proprietary Rights and Data
6.1 User Information
When Customer accesses or uses the Service, HelmAI may collect information necessary to provide and secure the Service, including User account information and login credentials ("User Information"). Customer grants HelmAI the right to store, process, and use User Information as reasonably necessary to provide the Service, address security or technical issues, monitor compliance with Customer's subscription, and as required by law. Customer represents that it has obtained all rights and consents necessary to permit HelmAI's use of User Information as described herein.
6.2 Customer Data
"Customer Data" means call recordings, transcripts, CRM and implementation data, email and calendar metadata, and any other data submitted to the Service by Customer or its Users. Except for the limited rights granted in these TOS, Customer retains all right, title, and interest in and to Customer Data. There are no implied licenses for Customer Data under these TOS.
Customer grants HelmAI a limited, revocable, non-exclusive, worldwide, royalty-free license to access, process, and use Customer Data solely for the purposes of: (i) providing the Service and support to Customer; and (ii) improving the Service for Customer's benefit, provided that Customer Data used for such improvement is not shared with other customers or used in any form that could identify Customer.
6.3 Service Data
"Service Data" means data related to the operation, performance, and usage of the Service — including system logs, usage telemetry, performance metrics, and query execution metadata — that does not include Customer Data. HelmAI may use Service Data for any lawful purpose, including to maintain and improve the Service, provided that HelmAI will not publicly disclose Service Data in a manner that identifies Customer.
6.4 Data Processing
HelmAI will process Customer Data that constitutes personal data only in accordance with the data processing addendum attached to or referenced in the applicable Order Form ("DPA"). In the event of a conflict between these TOS and the DPA, the DPA will control.
6.5 HelmAI's Ownership
Except for the limited rights granted in these TOS, HelmAI owns all right, title, and interest in and to the Service, including all underlying software, algorithms, models, documentation, templates, and other materials developed by or on behalf of HelmAI ("HelmAI Materials"). Customer Data processed by the Service is not considered part of the Service and remains owned by Customer. There are no implied licenses under these TOS; any rights not expressly granted to Customer are reserved by HelmAI. The Service is licensed, not sold.
7. Warranties and Disclaimers
7.1 HelmAI Warranties
HelmAI represents and warrants that: (a) the Service will substantially comply with the applicable Documentation in all material respects; and (b) it will provide support services in a professional and workmanlike manner. If the Service fails to comply with the foregoing, Customer will promptly notify HelmAI and HelmAI will make commercially reasonable efforts to remedy the non-compliance. If HelmAI is unable to do so, it may terminate these TOS and refund any unused pre-paid Fees. This is Customer's sole remedy for a breach of this Section 7.1.
7.2 Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICE AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. HELMAI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HELMAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE OUTPUTS OF THE SERVICE WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS; THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8. Indemnification
8.1 HelmAI's Indemnification
HelmAI will defend Customer against any third-party claim alleging that the Service, as provided by HelmAI and used in accordance with these TOS, infringes such third party's intellectual property rights, and will pay any settlements HelmAI agrees to or final judgments awarded against Customer in connection with such claims. The foregoing does not apply where the alleged infringement arises from: (i) Customer Data or Customer's modification of the Service; (ii) use of the Service in combination with products not provided or approved by HelmAI; or (iii) Customer's use of the Service not in accordance with these TOS or applicable Documentation.
8.2 Customer's Indemnification
Customer will defend HelmAI against any third-party claim arising from: (a) Customer Data infringing a third party's intellectual property or privacy rights; (b) Customer's gross negligence or willful misconduct; or (c) Customer's violation of Section 1.6 (Use Restrictions), and will pay any settlements Customer agrees to or final judgments awarded in connection with such claims.
8.3 Procedures
Each party's indemnification obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim (delays will only limit indemnification to the extent they prejudice the indemnifying party's defense); (b) granting the indemnifying party sole control of defense and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate at its own expense with counsel of its choice. The indemnifying party may not settle any claim that requires the indemnified party to admit fault or pay any amounts without written consent from an authorized officer of the indemnified party.
8.4 Sole Remedy
THIS SECTION 8 STATES EACH PARTY'S ENTIRE RESPONSIBILITY AND THE OTHER PARTY'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS.
9. Limitation of Liability
9.1 Exclusion of Damages
EXCEPT AS STATED IN SECTION 9.2, NEITHER PARTY WILL BE LIABLE UNDER THESE TOS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE — FOR: (A) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF REVENUES, PROFITS, DATA, BUSINESS, OR GOODWILL; OR (C) AGGREGATE DAMAGES EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
9.2 Exceptions
The limitations in Section 9.1 do not apply to: (a) Customer's breach of Section 1.6 (Use Restrictions); (b) either party's obligations under Section 8 (Indemnification); or (c) damages arising from either party's gross negligence, willful misconduct, or fraud.
10. General Terms
Export Controls. Customer agrees that the Service will not be used, accessed, exported, or transferred: (i) to any person or entity subject to U.S. sanctions or export restrictions; (ii) to or within any sanctioned country or territory; or (iii) in violation of any applicable export control laws.
No Publicity. HelmAI will not publicly identify Customer as a customer without Customer's prior written consent.
Force Majeure. Neither party will be liable for delays or failures in performance to the extent caused by events outside its reasonable control, including natural disasters, labor actions, governmental orders, or third-party infrastructure failures.
Independent Contractors. The parties are independent contractors. These TOS do not create any agency, partnership, joint venture, or employment relationship between the parties. There are no third-party beneficiaries to these TOS.
Notices. Notices under these TOS will be provided by email. Notices to HelmAI must be sent to info@helm-ai.io. Notices to Customer will be sent to the email address associated with Customer's account. Notices will be deemed given the business day after sending.
Amendments. HelmAI may amend these TOS by posting a revised version at helm-ai.io/legal/tos and will make commercially reasonable efforts to notify Customer by email. Amended terms become effective upon posting. By continuing to use the Service after the effective date of any amendment, Customer agrees to be bound by the updated terms.
Governing Law and Jurisdiction. These TOS and any disputes arising out of or related to them will be governed by the laws of the State of California, without regard to its conflicts-of-laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any such disputes, and each party hereby submits to such jurisdiction.
Assignment. Customer may not assign or delegate any rights or obligations under these TOS without HelmAI's prior written consent. HelmAI may assign these TOS in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Waiver; Severability. No failure or delay by either party in exercising any right under these TOS will constitute a waiver. If any provision of these TOS is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
Entire Agreement. These TOS, together with any Order Form(s) and DPA, constitute the entire agreement between the parties regarding its subject matter and supersede all prior agreements, representations, and understandings. In the event of any conflict, the following order of precedence will apply: (a) the Order Form; (b) the DPA; and (c) these TOS.
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