Helia Care Policies

Your use of Helia Connect® may require Helia Care to create, receive, maintain or transmit Patient Data, which may be subject to: (i) applicable state law; (ii) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iii) the Health Information Technology for Economic and Clinical Health Act (“HITECH”); and (iv) the regulations promulgated under those laws—applicable state law, HIPAA, HITECH and their implementing regulations are, collectively, “Privacy Laws”. If you are a “covered entity” (as defined under Privacy Laws), your use of Helia Connect® may cause Helia Care (“us”) to be considered a your “business associate” (as defined under Privacy Laws). Accordingly, you agree that this “Business Associate Policy” or “BA” shall be applicable only in the event and to the extent Helia Care meets, with respect to the Covered Entity, the definition of a Business Associate (as defined in the Privacy Laws).

1. Performance and Compliance With Law. We must work together in good faith to determine applicability of Privacy Laws, to comply with applicable Privacy Laws, and to amend this BA as necessary for you and us to comply with applicable Privacy Laws as those laws may be modified from time to time.

2. Ownership of PHI. The PHI, and all information provided to, accessed, created, used, and/or maintained under this BA, whether or not such information is de-identified in accordance with 45 C.F.R. § 164.514(b), is at all times your property.

3. Privileges. This BA does not waive or amend any attorney-customer privilege, attorney work-product doctrine, or any other similarly-applicable privilege or protection (each a “Privilege”).

4. Helia Care’s Obligations.

4.1 Uses and Disclosures. We will not use or disclose PHI except as permitted or required by this BA or as Required by Law. Except as otherwise set forth in this BA, we may:

4.2 Safeguards. We will implement; (a) appropriate safeguards to prevent the use or disclosure of PHI, except as set forth in this BA; and (b) appropriate Administrative, Physical, and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of EPHI.

4.3 Minimum Necessary. We may only use or disclose the minimum amount of PHI necessary for the purpose of the use or disclosure.

4.4 Subcontractors. We will ensure that any agents, including subcontractors, to whom we provide PHI or EPHI agrees to the same restrictions and conditions in this BA.

4.5 Access to or Amendment of PHI. If we maintain any PHI in a Designated Record Set, we must:

4.6 Restrictions on PHI. We must comply with any patient restrictions on the use and disclosure of PHI reasonably requested by you under Section 6.2 below.

4.7 Reporting of Violations and Security Incidents. We must promptly report to you: (i) any use or disclosure of PHI by us or a third party to which we disclosed PHI that is not contemplated by this BA, including any Breach of Unsecured PHI; and (ii) any Security Incident, of which we become aware. This BA constitutes sufficient notice of routine unsuccessful attempts at unauthorized access to ePHI such as pings and other broadcast attacks on firewalls, denial of service attacks, failed login attempts, and port scans. We must identify and respond internally to each suspected or known Security Incident and must mitigate, to the extent practicable, each Security Incident’s harmful effects, document the outcome, and provide that documentation to you on your request.

4.8 Accounting of PHI Disclosures. We must document and, at your request, report to you all disclosures of PHI required for you to provide an accounting under 45 C.F.R. §164.528 or other applicable Privacy Laws. If any person contacts us directly for such an accounting, we must direct that person to contact you.

4.9 Audits and Inspections. We must make our internal practices, books, and any records not covered by a Privilege relating to the use, disclosure, or compromise of PHI available: (a) to you so that it may determine compliance with applicable Privacy Laws and this BA; and (b) to the Secretary of the U.S. Department of Health and Human Services or other authorized lawful authority as required by law or authorized by you in writing.

4.10 HIPAA Obligations. To the extent we carry out any obligations of yours under HIPAA, we will comply with the HIPAA obligation that applies to you in the performance of such obligation.

5. Customer’s Obligations.

5.1 Authorizations. You must obtain all consents and authorizations Required By Law for you and us to fulfill their respective and joint obligations under applicable Privacy Laws and this BA.

5.2 Restrictions and Revocations. You must promptly notify us in writing of any changes in or revocation of an individual’s permission to use or disclose PHI, or restriction regarding the use or disclosure of an individual’s PHI that you have agreed to in accordance with 45 C.F.R. § 164.522, to the extent such change, revocation, or restriction may affect our use or disclosure of PHI.

5.3 Notice of Privacy Practices. You must promptly notify us in writing of any limitation in your Notice Of Privacy Practices that may affect our use or disclosure of PHI.

5.4 Confer. On any suspected or actual Breach, unauthorized disclosure of PHI, or breach of this BAA, you must confer in good faith with us in accordance with Section 4.7 above before notifying affected individuals or commencing any legal action.

6. Term and Termination.

6.1 Term. The term of this BA commences on the earlier of the day we receive any PHI or the acceptance date of the Agreement, Member Account, or Order Form and terminates on the day we complete its performance under the Agreement, Member Account, or Order Form and discharges all its obligations under this BA.

6.2 Bankruptcy. If a Party files a voluntary bankruptcy petition, makes a general assignment for the benefit of creditors, or fails to obtain a dismissal of an involuntary bankruptcy petition filed against it within 30 days of that filing, the other Party may deem this BA to be in material breach that cannot be cured under 11 U.S.C. §365(b)(1)(A) and may oppose assumption of this BA under 11 U.S.C. §365(c)(1). The Parties acknowledge that applicable law excuses the non-breaching Party from accepting performance of this BA’s obligations from or rendering performance under this BA to an entity other than the breaching Party for purposes of 11 U.S.C. §365(c)(1).

6.3 Breach. If we materially breaches this BA, you will provide us at least 30-days to cure the breach; provided that, if we do not cure the breach within the 30-day period, you may terminate this BA and the Member Account; provided, however, that if cure is not possible, you may immediately terminate this BA, the Agreement, and the Member Account.

6.4 Effect of Termination. When this BA terminates, we must return or destroy all PHI, but if we reasonably determine in our business judgment that returning or destroying the PHI is infeasible or Privacy Laws require or recommend that we maintain records containing PHI, we need not return or destroy the PHI and, for as long as we maintain the PHI, we must extend this BA’s protections to that PHI and limit further use and disclosure of the PHI solely to the purposes that make the return or destruction infeasible or contrary to Privacy Laws.

7. Miscellaneous.

7.1 Notices. The sole permissible method of giving any written notice under this BA is by email sent with a “read” receipt requested. Notice is deemed given and received when the sending Party receives the “read” receipt back from the receiving Party.

7.2 Entire Agreement. This BA, the Member Agreement, and the aforementioned policies constitute the entire agreement between the Parties and supersede all prior negotiations, discussions, representations, or proposals.

7.3 Interpretation. Any ambiguity in this BA must be resolved in favor of a meaning that permits both you and us to comply with Privacy Laws to the greatest extent possible and as consistently as possible with the Member Agreement and may not take into account who drafted this BA. “Including” is inclusive, meaning “including without limitation.”

7.4 Severability. If any provision of this BA is found to be invalid, all remaining provisions remain in full effect to the greatest extent possible.

7.5 Waiver. No failure by a Party to insist on strict compliance with any provision of this BA may be deemed to waive that provision or any other provision. A waiver is only effective if it is in writing signed and dated by both Parties.

7.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to this BA. Our obligations are to you only.

7.7 Successors and Assigns. This BA inures to the benefit of and binds the Parties’ respective successors. No Party may assign this BA without the other Party’s prior written consent, which may be withheld for any reason.

7.8 LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY THEORY OF LIABILITY. OUR AGGREGATE LIABILITY TO CUSTOMER UNDER THIS BA SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO HELIA CARE FOR THE PORTION OF THE WORK GIVING RISE TO SUCH LIABILITY, AND A RETURN OF SUCH AMOUNTS PREVIOUSLY PAID SHALL BE YOUR EXCLUSIVE REMEDY FOR ANY DAMAGES UNDER ANY THEORY OF LIABILITY.

7.9 Dispute Resolution; Governing Law. The Parties must confer in good faith in an attempt to resolve any dispute arising between them under this BA before resorting to court action. This BA will be governed by and construed in accordance with the laws of the state of Arizona, without reference to its conflict of laws provisions. With respect to any litigation based on, arising out of, or in connection with this BA, each party expressly submits to the personal jurisdiction of the Superior Court in and for the County of Maricopa, Arizona, or the United States District Court for the District of Arizona, and each party expressly waives, to the fullest extent permitted by law, any objection that such party may now or later have to the laying of venue of any such litigation brought in any such court referred to above, including without limitation, any claim that any such litigation has been brought in an inconvenient forum.

This “Payment Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Payment Policy is a requirement of any Agreement. By executing the Agreement or using the Services, you agree to the terms and conditions of this Payment Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here, which is hereby incorporated by reference.

1. Member Account. When you sign-up for a Member Account, your Member Account automatically renews pursuant to the Member Agreement periods. In the event you wish to cancel your Member Account, you must do so in accordance with the Cancellation Policy.

2. Fees. In furtherance of your use of the Service, you shall pay to us the fees as set forth in the Member Agreement, in this Payment Policy, or as otherwise agreed to by the Parties in writing (the “Fees”). Helia Care shall provide you with written notice (email is sufficient) of any change to the Fees not less than thirty (30) days prior to the effective date of such change. Payments must be made in US dollars. Unless otherwise agreed to by us, all payments are non-refundable and may not be prorated by you. The Fees for any renewal term shall be the then-current Fees of Helia Care applicable to the length of the term of renewal.

2.1 Integration Fees. If applicable, Integration Fees as outlined in the Member Agreement are due within five business days following the date set forth in the Member Agreement.

2.2. Pricing Fee. You will be assessed and agree to pay the appropriate Pricing Fee pursuant to the Member Agreement.

3. Billing.
3.1 Billing, Pricing Fee. You shall adhere to the billing cycle and milestones as described in the Member Agreement.

4. Payments, Generally. Your account and access to the Services may be suspended in the event of non-payment of applicable fees. Payments are generally accepted via ACH. Payments made by credit card require prior authorization and may incur additional fees. You represent and warrant to us that such payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You remain responsible for any uncollected amounts. All payments due shall be without set-off or counterclaim unless mutually agreed to in writing by the Parties. All payments required by any Agreement are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes, and value added taxes). You are responsible for the payment of all such charges, excluding taxes based on our net income. All amounts payable by you under any applicable Agreement, including all Fees, are grossed-up for any withholding taxes imposed by any foreign government on your payment of those amounts to us. In the event a payment date falls on a weekend or holiday and cannot be processed on such day, payment shall be due and payable on the first business day thereafter. If you fail to make timely payment of any amounts due hereunder, then in addition to any other right that we may have, you shall pay to us a late payment charge at the lower of 1.5% per month or the highest rate permitted by law, compounded daily and calculated on the basis of the number of days actually elapsed in a 365 day year, beginning on the due date and ending on the day prior to the day on which payment is made in full. Interest accruing under this Section shall be due on demand. The accrual or receipt by either Party of interest under this Section shall not constitute a waiver by that Party of any right it may otherwise have to declare a breach of or a default under this Agreement.

4.2. Payment Methods. To use the Helia Connect® platform you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your Automated Processing Fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

4.3. Updating your Payment Methods. You can update your Payment Methods by emailing memberbilling@heliacare.com or calling (800) 709-9076 opt 3. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

This “Payment Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Payment Policy is a requirement of any Member Account. By executing the Agreement or using the Services, you agree to the terms and conditions of this Payment Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here, which is hereby incorporated by reference.

1. Member Account. When you sign-up for a Member Account, your Member Account automatically renews in successive one-year periods unless earlier terminated. In the event you wish to cancel your Member Account, you must do so in accordance with the Cancellation Policy.

2. Fees. In furtherance of your use of the Service, you shall pay to us the fees as set forth in the Member Agreement, in this Payment Policy, or as otherwise agreed to by the Parties in writing (the “Fees”). Helia Care shall provide you with written notice (email is sufficient) of any change to the Fees not less than thirty (30) days prior to the effective date of such change. Payments must be made in US dollars. Unless otherwise agreed to by us, all payments are non-refundable and may not be prorated by you. The Fees for any renewal term shall be the then-current Fees of Helia Care applicable to the length of the term of renewal.

2.1 Integration Fees. If applicable, Integration Fees as outlined in the Member Agreement are due within five business days following the Acceptance Date.

2.2 Supplier Pricing Tiers. If applicable, the Supplier Pricing Tiers as outlined in the Member Agreement, is due on a monthly basis as set forth in Section 3 below. For purposes of the Member Agreement (which includes this Policy), the capitalized term (a) “Supplier Pricing Tiers” means the fee per facility you connect to payable by you to Helia Care for each facility you agree to connect to on the Helia Connect® platform. Your Supplier Pricing Tier is determined by the number of facilities you’re connected to.

Supplier Pricing Tiers

• Tier 1: 1-25 facilities, $127 per facility, per month, billed monthly
• Tier 2: 26-50 facilities, $105 per facility, per month, billed monthly
• Tier 3: 51-75 facilities, $90 per facility, per month, billed monthly
• Tier 4: 76-100 facilities, $75 per facility, per month, billed monthly
• Enterprise: Over 100 facilities – please contact us for pricing

3. Billing.
3.1. Billing, Supplier Pricing Tiers. Supplier Pricing Tiers means the fee per facility payable by you to Helia Care for each facility you agree to connect to on the Helia Connect® platform. Supplier Pricing Tiers have a monthly billing cycle. On the first of each month you will be billed for the number of facilities you are connected to according to the appropriate Supplier Pricing Tier based on the number of facilities you’re connected to. If you add a facility in the middle of a month, you will be billed immediately at the current Supplier Pricing Tier. If you move to a new Supplier Pricing Tier during any month, the new facilities will be charged at the new Supplier Pricing Tier. At the next billing cycle all facilities will be billed at the updated Supplier Pricing Tier. Please note that any cancellation or termination of a Promotional Fee will not result in a refund or proration of any fees already paid.

4. Payments.

4.1. Payments, Generally. Your account and access to the Services may be suspended in the event of non-payment of applicable fees. Payments are generally accepted via ACH. Payments made by credit card may incur additional fees. You represent and warrant to us that such payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You remain responsible for any uncollected amounts. You will be assessed a $50 fee for chargebacks, insufficient funds, or disputes.

All payments due shall be without set-off or counterclaim unless mutually agreed to in writing by the Parties. All payments required by any Agreement are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes, and value added taxes). You are responsible for the payment of all such charges, excluding taxes based on our net income. All amounts payable by you under any applicable Agreement, including all Fees, are grossed-up for any withholding taxes imposed by any foreign government on your payment of those amounts to us. In the event a payment date falls on a weekend or holiday and cannot be processed on such day, payment shall be due and payable on the first business day thereafter. If you fail to make timely payment of any amounts due hereunder, then in addition to any other right that we may have, you shall pay to us a late payment charge at the lower of 1.5% per month or the highest rate permitted by law, compounded daily and calculated on the basis of the number of days actually elapsed in a 365 day year, beginning on the due date and ending on the day prior to the day on which payment is made in full. Interest accruing under this Section shall be due on demand. The accrual or receipt by either Party of interest under this Section shall not constitute a waiver by that Party of any right it may otherwise have to declare a breach of or a default under this Agreement.

4.2. Payment Methods. To use the Helia Connect® platform you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your Automated Processing Fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

4.3. Updating your Payment Methods. You can update your Payment Methods by going to the “Settings” page and selecting the “Billing” tab. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

This “Cancellation Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Cancellation Policy is a requirement of any Member Account. By executing the Agreement or using the Services, you agree to the terms and conditions of this Cancellation Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here, which is hereby incorporated by reference herein.

1. Termination.

1.1 For Cause. Either Party may terminate the Agreement: (i) if the other Party breaches a provision of the Agreement and fails to cure the breach within 30 days of receiving the non-breaching Party’s written notice of such breach; or (ii) immediately if the other Party becomes the subject of a proceeding relating to that Party’s insolvency, receivership, liquidation, or general assignment for the benefit of creditors other than a case under the United States Bankruptcy Code.

1.2 Suspension of Service for Cause. In addition to its other rights and remedies, we may, without liability to you, immediately suspend or limit any access to the Service if you materially breach any provision of the Agreement, including any incorporated documents, until the material breach is cured; if the material breach is unable to be cured or is not cured within ten days from the suspension, we may immediately terminate the Agreement.

1.3 Without Cause. Either Party may terminate a Member Agreement at any time upon 30 calendar days’ prior written notice to the other Party.

2. Effects of Termination. If the Agreement:

2.1 Expires or is terminated, all the Parties’ rights, obligations, and licenses cease, except that all obligations accruing before the expiration or effective date of termination and all remedies for breach of the Agreement survive;

2.2 Expires or is terminated, you may not use the Services but shall remain obligated to pay any and all accrued or payable Fees, including all Fees that would have been payable to us through the date of expiration or termination;

2.3 Expires or is terminated, we have no obligation to retain Customer Data for more than 30 days after expiration or termination; you have 30 days from expiration or termination to request a copy of your Customer Data, which we must provide to you in the same format in which it was maintained;

2.4 Expires or is terminated, each Party must delete any of the other Party’s Confidential Information still in its possession (exception for Customer Data identified in the preceding sub-paragraph) from any medium, and each Party must return to the other Party or, at the other Party’s option, destroy all physical copies of the other Party’s Confidential Information.

This “Confidentiality Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Confidentiality Policy is a requirement of any Member Account. By executing the Agreement or using the Services, you agree to the terms and conditions of this Confidentiality Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here, which is hereby incorporated by reference herein.

1. Definition. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Customer Data. Our Confidential Information includes the Service, the Technology, Aggregated Data, and its Fees. The Confidential Information of each Party includes the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by that Party. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) the Receiving Party independently develops. The Parties acknowledge and agree that, as between the Parties, all Confidential Information disclosed by a Party in furtherance of any applicable agreement is the sole and exclusive property of the Disclosing Party.

2. Protection of Confidential Information. The Receiving Party must use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care): (a) not to use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of the Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to the Disclosing Party’s Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Confidentiality Policy and the Agreement, and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in this Confidentiality Policy. Neither Party may disclose the terms of the Agreement to any third party other than the Party’s Affiliates, legal counsel, and accountants without the other Party’s prior written consent. A Party that makes any such disclosure to its Affiliate, legal counsel or accountant remains responsible for that Affiliate’s, legal counsel’s, or accountant’s compliance with this Confidentiality Policy.

3. Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the extent compelled by law if the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party must reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to the Confidential Information.

This “Data Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Data Policy is a requirement of any Member Account. By executing the Agreement or using the Services, you agree to the terms and conditions of this Data Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here.

The rights and obligations as provided in this Data Policy allow us to provide the Services as set forth in the Agreement. We collect and use Customer Data as set forth in our Privacy Policy available at https://www.heliacare.com/policies/privacy-policy/, however, in an event of a conflict between this Data Policy and our Privacy Policy, this Data Policy shall control.

1. License for Customer Data. As between the Parties, you own your Customer Data. You grant to us a royalty-free, nonexclusive, worldwide license (with the right to sublicense through multiple tiers) to use, copy, store, process, transmit, and display Customer Data solely as necessary to provide the Service. The Service depends on your Customer Data’s availability. We assume no responsibility for verifying the accuracy or completeness of Customer Data. You consent to the Service storing all Customer Data in the United States of America irrespective of the country where your Data originated. As set forth in the Confidentiality Policy (located here), Customer Data is Confidential Information of Customer.

2. Aggregated Data. You authorize us to: (i) de-identify and remove all “individually identifiable health information (as defined under the Privacy Laws) from Customer Data in accordance with 45 C.F.R. § 164.514(b); and (ii) compile Aggregated Data. Aggregated Data is de-identified data that we (and our affiliates, licensors, and agents) may use on a non-attributed basis to monitor and improve our products and services, for internal analysis purposes, or to provide customized services or technologies to our customers. We collect and use this data in accordance with our privacy policies and in accordance with applicable data protection laws. Aggregated Data does not include any personally identifiable Customer Data. To the extent an assignment of de-identified Customer Data is needed to permit us to obtain ownership of the right, title, and interest in, to or under, any or all of the Aggregated Data, you hereby assign and transfer your right, title, and interest, in to, and under such de-identified Customer Data to us.

3. Customer Data. You, your Authorized End Users, and your Patients are solely responsible for Customer Data transmitted through the Service. You must require Authorized End Users not to post, transmit, or share Customer Data on the Service that they do not have permission to post.

4. Representations and Warranties. You bear all responsibility and liability for the accuracy and completeness of Customer Data and our access, possession, and use as permitted in the Agreement and this Data Policy. You represent and warrant that:

4.1 you own or possess sufficient license rights to the Customer Data necessary to disclose the Customer Data to us and permit the use contemplated under the Agreement;

4.2 no materials of any kind submitted as Customer Data or otherwise posted, transmitted, or shared on or through the Service violates or infringes on any intellectual property, privacy, personal, proprietary, or other right of any third party, or contain obscene, libelous, defamatory, or otherwise unlawful material.

For more information or if you have any questions about these terms of use, please contact us at info@heliacare.com.

1. Acceptance of These Terms. These terms of use are entered into by and between You and Helia Care, Inc., a Delaware corporation (”Company”, “we” or “us”). The Company provides to users software as a service, which is non-downloadable software for providing procurement solutions in the healthcare field. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”) govern your access to and use of www.heliacare.com, www.heliaconnect.com. including any content, functionality, and services offered on or through www.heliacare.com and any related websites, applications, services, and mobile applications provided by Company (collectively, the “Site”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Site. By (i) accessing, browsing, subscribing to, and using the Site; and (ii) by using the Company software as a service platform, associated content, and any customizations made to the services provided or offered by Company via the Site (collectively, the “Services” as may be further defined by any applicable Member Account or Member Account Agreement), you acknowledge that you have read, have understood, and you accept and agree to be bound by this Agreement, to abide by these Terms of Use, and to comply with all applicable laws and regulations. You acknowledge that the Services may be made by (i) certain of the Company’s subsidiaries and affiliates; and/or (ii) independent third-party providers. If you do not agree to these terms, you must not access or use the Site or any of the Services. Your use of the Site or the Services may be made available by an applicable Member Account Agreement between us and a third party.

This Site is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

The owner of the Site is based in the state of Arizona in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

2. The Site and The Site Content. As discussed below in Section 5, to use some portions of the Site, you must register through the Site and have an existing relationship with the Company. The material provided through our Site and the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The Site and the Services are controlled and operated by Company from its offices within the United States. Company makes no representation that materials on the Site and in the Services are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Site and the Services from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.

You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist you by offering software as a service for providing procurement solutions in the healthcare field (collectively, the “Content”). “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including, without limitation, Content provided in direct response to your questions or postings.

WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.

Company does not provide medical advice. The Content that you obtain or receive from Company, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

3. Changes To These Terms. From time to time and in our sole discretion, we may modify this Agreement and post those modifications to the Site. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Site.

Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

4. Changes to the Site and Services . Information provided on the Site and via the Services may be changed or updated without notice. Company may also make improvements and/or changes in the Services described in this information at any time without notice.

5. Accessing the Site, Registration, Accounts, and Passwords. We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. We may terminate your access to our Site and to the Services if we learn that you have provided us with false or misleading registration data. You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Data Policy and Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Data Policy and Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

If you have opted in to receive special offers from Company via email, or otherwise, you can unsubscribe via the links provided in the email at any time or by contacting us at Info@HeliaCare.com. By opting in to receive special offers from us, you consent to receiving, from time to time, text messages or emails which may include alerts, promotions, offers, polls, and giveaways.

6. Payment. To the extent the Services or any portion thereof is made available for any fee or through a Member Account, your access will be granted following payment of the applicable fees to Company in accordance with the Member Facility Payment Policy or the Member Supplier Payment Policy. Your account and access to the Services may be suspended in the event of non-payment of applicable fees.

7. Use Restrictions and Intellectual Property. The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (“Company Content”) is owned by the Company, its licensors, or other providers of such material (collectively, and individually, “Company Content Providers”) and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to modify, copy, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Company Content obtained from or through Company.

The Site and Services contain proprietary and copyright-protected information. Any unauthorized use of any Company Content contained on the Site or the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part.

You will not upload, post or otherwise make available on the Site or via the Services, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify Company and its officers, directors, employees, and agents for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.

The Company Content and Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company without express written consent. You must not modify copies of any materials from this site or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. You may not misuse the Site. You may use the Site only as permitted by law. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. You may store files that are automatically cached by your Web browser for display enhancement purposes. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

The Company name, the terms HELIA, HELIA CONNECT, and HELIA CARE, and the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

8. No Warranties . THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ALL INFORMATION IS PROVIDED BY COMPANY ON AN “AS IS” BASIS ONLY. COMPANY PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. USE OF THE SERVICES IS SOLELY AT YOUR RISK. COMPANY MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. COMPANY IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE. COMPANY DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE AND USE.

This Site includes content provided by third parties, including materials provided by other partners, healthcare facilities, healthcare suppliers, users, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

9. Limitation Of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. YOU ALSO AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE SITE OR SERVICES, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND COMPANY’S REASONABLE CONTROL.

IN NO EVENT SHALL COMPANY BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

10. Transmissions, User Contributions and Content Standards. Any material, information, or idea you transmit to or post on the Site or through the Services by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Company or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing its services. Notwithstanding the foregoing, all personal data provided to Company will be handled in accordance with Company’s Data Policy and Privacy Policy. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

The content on our Site is designed to provide a general overview of our products and is presented for informational purposes. Such information is provided for informational purposes and is not meant to substitute for advice provided by qualified medical professionals. YOU SHOULD ALWAYS CONSULT A QUALIFIED MEDICAL PROFESSIONAL REGARDING YOUR OR YOUR PATIENT’S QUALIFYING CONDITION OR SUSPECTED QUALIFYING CONDITION. The Site is not intended to provide medical advice. THE STATEMENTS MADE ON THE SITE HAVE NOT BEEN EVALUATED BY THE FDA AND ARE NOT INTENDED TO DIAGNOSE, TREAT OR CURE ANY DISEASE.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
• Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Prohibited Uses . You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.

Additionally, you agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
• Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
• Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Site.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Site.

12. User Communications. You agree that Company may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a Member Account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services.

The Site may contain links maintained by other third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents. We expressly disclaim any representations regarding the content or accuracy of materials or the privacy practices related to such third parties.

13. TERMINATION. In its sole and absolute discretion, with or without notice to you, Company may suspend or terminate your use of and access to the Services, terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Services without prior notice and for any reason, including, but not limited to: (i) any unauthorized access or use of the Services, (ii) any violation of this Agreement, or (iii) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Services. You may terminate your account for any reason by emailing Company at Info@HeliaCare.com. Company shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Site. Termination, suspension, or cancellation of the Services or your access rights to the Site shall not affect any right or relief to which Company may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert to Company.

14. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

15. Governing Law; Disputes. This Agreement and performance hereunder shall be exclusively governed by, and construed in accordance with, the laws of the state of Arizona (without giving effect to its conflict of laws principles). The parties agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution. All mediation or any other form of dispute resolution shall exclusively take place in Arizona and the parties irrevocably waive any objection to such venue.

16. Waiver; Severability . No waiver of by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

17. Revisions to this Agreement. Company may at any time revise this Agreement by updating this posting. By using the Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms to which you are bound.

18. Notice Provision. Except as explicitly stated otherwise, any notices shall be given by postal mail to Attn: Chief Operating Officer, Helia Care, Inc., 14301 N. 87th St., Ste. 116, Scottsdale, Arizona 85260 (in the case of the Company) or to the email address you provide to the Company during the registration process (in your case). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to the Company during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

20. Digital Millennium Copyright Act (“DCMA”) Notice. If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement to the address below. It is the policy of the Company to terminate the user accounts of repeat infringers. In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. 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;
3. 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 us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has 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
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Copyright Administrator
Weiss Brown
6263 North Scottsdale Road, Suite 340
Scottsdale, AZ 85250

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

© 2025 Helia Care, Inc.

For more information or if you have any questions about this privacy policy, please contact us at Info@HeliaCare.com.

1. Personal Information. Your privacy is very important to all of us at Helia Care, Inc., a Delaware corporation (“Company”, “We”, or “Us”). We have established this privacy policy (“Privacy Policy”) to explain how and why the Company collects, protects, stores and uses the personal information (as defined below) which it encounters in the course of conducting its business on this website (the “Website”) and on Helia Connect (as defined in the Definitions document located https://www.heliacare.com/policies/definitions/, which is hereby incorporated by reference herein) (Helia Connect together with the Website, the “Sites”). Personal information is information about you, the company for whom you are an authorized user of the Sites, and your patients that is personally identifiable, such as names, email addresses, account information, billing and invoicing data, data about medical devices, and other information that is not otherwise publicly available (collectively “Personal Information”). Personal Information about the patients for whom you are recommending devices and procedures (the “Patient” or the “Patients”), including but not limited to names, birth dates and other vital statistics, surgical and medical data of all kinds, medical insurance data where applicable, and other information that is not otherwise publicly available (“PHI”) is protected under the Health Insurance Portability and Accountability Act (“HIPAA”). The privacy practices of this Privacy Policy apply to our Services (as defined in our Terms of Use) accessible through the Company Sites, and your use of the Sites. This Privacy Policy describes the types of information we may collect from users and about Patients or data that you may provide when you visit the Sites, and our practices for collecting, using, maintaining, protecting, and disclosing both Personal Information and PHI.

This policy applies to information we collect:

• On this Website;
• On Helia Connect;
• In email, text, and other electronic messages between you and these Sites; and
• From third party providers of Patient-related PHI.

It does not apply to information collected by the Company offline or through any other means, including on any other website operated by Company.

Please read this Privacy Policy carefully to understand our policies and practices regarding your and the Patients’ information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Sites. By accessing or using these Sites or using Company Services, you agree to be bound by the terms and conditions of this Privacy Policy. We reserve the right to change this Privacy Policy at any time, for example to stay updated on changing privacy laws. In the event you have provided your email to us, we will inform you of any changes to this Privacy Policy and when those changes go into effect. Your continued use of these Sites after we make changes is deemed to be acceptance of those changes, so please check the Privacy Policy periodically for updates. By submitting Personal Information and HIPAA-Protected Information to us through the Services, you expressly consent to our collection and use of that information, and to our disclosure of that information in accordance with this Privacy Policy. This Privacy Policy is incorporated into and subject to the terms of the Company Terms of Use.

2. Information Collection & Use. The Company collects Personal Information from you and the Patients through the Services, in order to allow us to provide the Services that will most likely meet your needs and preferences. We only collect Personal Information about you that we consider necessary for achieving this purpose. We only collect HIPAA-Protected Information in accordance with the Health Insurance Portability and Accountability Act.
In general, you can browse the Sites and “opt-out” from providing us with any Personal Information. Once you agree to provide us with Personal Information, you are no longer anonymous to us. If you choose to use and/or purchase certain Services we may require you to provide contact and identity information, billing information, and other Personal Information as indicated on the forms throughout the Sites. Where possible, we indicate which fields are required and which are optional. You always have the option to not provide information by choosing not to use or purchase a particular service.

We collect several types of information from and about users of our Sites, including information:

• Personal Information (as defined in the introductory paragraph of this Privacy Policy) by which you may be personally identified, such as name, postal address, e-mail address, telephone number, social security number or any other information the Sites collect that is defined as Personal or Personally Identifiable under an applicable law;
• By which the Patients and their HIPAA-Protected PHI may be personally identified, such as those types of information detailed in the introductory paragraph of this Privacy Policy and labeled PHI;
• That is about you but individually does not identify you; and/or
• About your internet connection, the equipment you use to access our Sites and usage details.

We collect this information:

• Directly from you when you provide it to us;
• Automatically as you navigate through the Sites. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies; and/or
• From third parties.

We may track certain information based upon your behavior on the Sites. We use this information to do internal research on our users’ demographics, interests, traffic patterns, usage of the Sites, and behavior to better understand our customers. This information may include, but may not be limited to, the URL that you just came from, which URL you go to next, your browser information, information about the mobile device you use, and your IP address. This information is used to improve the Sites and Services and to provide our users with a fulfilling experience.

If you send us personal correspondence, such as emails or letters, or if other users or third parties send us correspondence about your activities or postings on the Sites, we may collect and retain such information in a file specific to you.

The information we collect on or through our Sites may include:

• Information that you provide by filling in forms on our Sites. This includes information provided at the time of registering to use our Sites, subscribing to our service, posting material, entering information about surgeries or medical devices, or requesting further services. We may also ask you for information when you report a problem with our Sites;
• Records and copies of your correspondence (including email addresses), if you contact us; and/or
• Your search queries on the Sites.

3. Storage and Use of Your Personal Information. The Company may collect information under the direction of users of its Sites and has no direct relationship with the owners of any PHI that may be collected across its Sites. If you are Patient of one of the Company’s users and would no longer like to be contacted by – or have your PHI stored by – the user(s) of the Company’s Sites, please contact the user(s) that you interact with directly.

We use your Personal Information, and other information we obtain from your current and past activities on the Sites to: present our Sites and their respective contents to you; process orders, send order confirmations; provide customer services; resolve disputes; troubleshoot problems; inform you about updates; customize your experience on the Sites; detect and protect us against error, fraud and other criminal activity; provide you with notices about your account or subscription, including expiration and renewal notices; carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection; enforce our Terms of Use; and as otherwise described to you at the time of collection. We may compare and review your Personal Information for errors, omissions, and accuracy.

You agree that we may use your Personal Information, including your email address, to improve our internal marketing and promotional efforts, to analyze usage of the Sites, to improve the Services, and to customize Sites’ content, layout, and services. These uses improve the Sites and better tailor them to meet your needs, so as to provide you with a smooth, efficient, safe, and customized experience while using the Sites and/or the Services.

We may use third-party analytics companies (“Service Providers”), such as Google Analytics, to evaluate use of our Sites and Services. The Company or its Service Providers use these tools to help Us understand use of, and to improve, our Sites and Services, performance, and user experiences. These entities may use cookies and other tracking technologies, such as web beacons or local storage objects (“LSOs”), to perform their services by collecting certain anonymized data about our users. However, the Company does not share Personal Information and PHI collected on the Sites with any third parties. The Company stores Personal Information on a secure database, and where appropriate, stores PHI in compliance with HIPAA legislation.

4. Communications from Company. We will send you strictly service-related announcements on rare occasions when it is necessary to do so. For instance, if access to our products is temporarily suspended for maintenance, we might send you an email or text message. Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, please do not submit your Personal Information through the Sites.

5. Information Sharing and Disclosure. As a matter of policy, we do not sell, rent, or share any of your Personal Information, including your email address, to third parties for their marketing purposes without your explicit consent. However, the following describes some of the ways that your Personal Information may be disclosed in the normal scope of business to provide our services and products to customers:

• Purpose: We may disclose your Personal Information to fulfill the purpose for which you provide it. For example, when you create an account, we use that Personal Information to set up your account.
• Buyers or Successors: To a buyer or other successor of the Company in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Information held by Company about users of our Sites is among the assets transferred.
• Legal Requests: The Company cooperates with law enforcement inquiries, as well as other third parties to enforce laws, such as: intellectual property rights, fraud and other rights, to help protect you, other users, and Company from bad actors. Therefore, in response to a verified request by law enforcement or other government officials relating to a criminal investigation or alleged illegal activity, we can (and you authorize us to) disclose your name, city, state, telephone number, email address, username history, and fraud complaints without a subpoena. Without limiting the above, in an effort to respect your privacy, we will not otherwise disclose your Personal Information to law enforcement or other government officials without a subpoena, court order or substantially similar legal procedure, except when we believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss, or to report suspected illegal activity.
• With Service Providers: The Company may share anonymized user data with Service Providers as noted above, for the purpose of improving the Sites and Our Services.
• With Third Parties: The Company may transfer Personal Information to companies that help us provide our Services across our Sites. Transfers to subsequent third parties are covered by the services agreement in place with that third party and require those third parties to treat HIPAA-Protected Information in compliance with the HIPAA legislation.
• Other Disclosures: We may also disclose your Personal Information: (1) to enforce or apply our terms of use and other agreements, including for billing and collection purpose; or (2) if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Company, our customers, or others.

Due to the existing regulatory environment, we cannot ensure that all of your private communications and other Personal Information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), we may be forced to disclose Personal Information, including your email address, to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or users may abuse or misuse your Personal Information that they collect from Company. Therefore, although we use industry standard practices to protect your privacy, we do not promise, and you should neither rely upon nor expect, that your Personal Information or private communications will always remain private.

We may disclose Aggregated Data (as defined in the Definitions document located here), that does not identify any individual, without restriction.

You can review and change your Personal Information by logging into the Sites and visiting your account profile page. You may also send us an email at Info@HeliaCare.com to request access to, correct or delete any Personal Information or PHI that you have provided to us. Note however, that the Company cannot delete your Personal Information and PHI except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Sites, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Sites’ users. Proper access and use of information provided on the Sites, including User Contributions, is governed by our terms of use.

6. Your California Privacy Rights. California Civil Code Section § 1798.83 permits users of our Sites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to Info@HeliaCare.com or write us at: Attn: Chief Operating Officer, Helia Care, Inc., 14301 N. 87th Street, Suite #116, Scottsdale, Arizona 85260.

7. Log Files. As is true of most websites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. We use this information, which does not identify individual users, to analyze trends, to administer the Sites, to track users’ movements around the Sites and to gather demographic information about our user base as a whole. We do not link this automatically-collected data to personally identifiable information. We track trends in users’ usage and volume statistics to create more efficient and usable Sites and Services, and to determine areas of the Sites or Services that could be improved to enhance the user experience. Log files are used on the Sites, and in any link to the Sites from an email.

8. Cookies and Related Technologies. When you use the Sites, we collect certain information by automated electronic means, which may include:

• Browser Cookies – A cookie is a small file placed on the hard drive of your computer or mobile device. “Session Cookies” are temporary cookies used for various reasons, such as managing page views, and are usually erased by your browser when you exit it. “Persistent Cookies” are used for a number of reasons, such as storing your preferences and retrieving certain information you have previously provided. Persistent Cookies are stored on your devices after you exit your browser.
• Flash Cookies – Certain features of our Sites may use locally stored objects called Flash Cookies to collect and store information about your preferences and navigation to, from, and on our Sites. Flash Cookies are not managed by the same browser settings as are used for Browser Cookies.
• Web Beacons – Our emails and certain pages of our Sites may contain small electronic files known as Web Beacons that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity). Web Beacons are sometimes also referred to as clear gifs, pixel tags, and single-pixel gifs.
• Throughout the Company’s Privacy Policy, we use the term “Cookies” to include Browser Cookies, Flash Cookies, Web Beacons, Session Cookies, and Persistent Cookies.

The information from Cookies is also stored in web server logs, which are then transmitted back to the Sites by your computers or mobile devices. These servers and Cookies are operated and managed by us. As you use the Sites and Services, your browsers communicate with servers operated by the Company to coordinate and record the interactivity and fill your requests for services and information.

Cookies are also used to collect certain information about your equipment, browsing actions, and patterns, including:

• Details of your visits to our Sites, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Sites; and
• Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect is statistical and may include Personal Information, and we may maintain it or associate it with Personal Information we collect in other ways or receive from third parties. Cookies help us improve our Sites and Services and help Us deliver better Sites and Services, including by enabling us to:

• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize our Sites according to your individual interests.
• Speed up your searches.
• Recognize you when you return to our Sites.
• Manage Your Security Settings

You may manage how your browser handles cookies and related technologies by adjusting its privacy and security settings. Refer to your browser’s instructions to learn about cookie-related and other privacy and security settings that may be available. You can opt-out of being targeted by certain third party advertising companies online at http://www.networkadvertising.org/choices/.

10. Rights to Access and Control Your Personal Information. Any personal data that we collect is based upon your consent as detailed in this Privacy Policy. You have many choices concerning the collection, use, and sharing of your data, including the ability to:

• Delete Data: You may request that we delete your Personal Information. Please note that in some cases we cannot delete your Personal Information except by also deleting your user account.
• Change or Correct Data: You can also ask us to change, update, or fix your data in certain cases, particularly if it’s inaccurate.
• Object to, or Limit or Restrict, Use of Data: You may request that we do not use your Personal Information, but keep in mind that this will terminate our ability to provide any Service(s) to you.
• Right to Access and/or Take Your Data: You can ask us for a copy of your Personal Information.

You may send us an email at Info@HeliaCare.com to request access to, obtain copies of, correct, or delete any Personal Information that you have provided to us. Your email message must include (i) your identifying information (including your IP address, if applicable), (ii) your contact information, and (iii) information about the specific changes, deletions, or other action(s) you are requesting. We require this information so we can determine which information in our control is your Personal Information and complete the actions you requested. We may not accommodate a request to delete or change information if we believe the deletion would violate any law or legal requirement.

11. Links to Other Company Platforms. The Sites may contain links that are not owned or controlled by the Company. Please be aware that we are not responsible for the privacy practices of such third parties. We encourage you to read the privacy statements of each and every third-party platform that collects personally identifiable information. This Privacy Policy applies only to information collected by the Company.

12. Security. We follow generally accepted industry standards to protect Personal Information and Patient PHI, both during transmission and once we receive it. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your Personal Information and Patient PHI, we cannot guarantee its absolute security. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Sites.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Sites, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Sites like message boards. The information you share in public areas may be viewed by any user of the Sites.

13. Notice to Residents of Countries outside the United States of America. Company is headquartered in the United States of America. Personal Information and Patient PHI may be accessed by us or transferred to us in the United States or to our affiliates, business partners, or service providers elsewhere in the world. By providing us with Personal Information or Patient PHI, you consent to this transfer. We will protect the privacy and security of Personal Information and Patient PHI in accordance with this Privacy Policy, regardless of where it is processed or stored.

14. Children Under the Age of 18. Our sites and Services are intended for and directed towards adults. Our Services are not directed to minors and we do not knowingly collect Personal Information or Patient PHI from minors without verified parental consent. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, or without verifiable reasons to believe that person under 18 is legally allowed to provide their own consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at Info@HeliaCare.com.

15. How We Comply with HIPAA and Protect Your PHI. THIS NOTICE DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.

Under a federal law called the Health Insurance Portability and Accountability Act (“HIPAA”), some of your Personal Information, such as demographic, health and/or health-related information that we collect as part of providing the Services, may be considered “protected health information” or “PHI.” Specifically, when we receive identifiable information about you, such as identifiable health information, including without limitation, information about your past, present, or future physical or mental health condition, the name and license number of your recommending physician, contact information of that physician, the method to verify the recommendations authenticity, the expiration date of the recommendation, and the details of orders placed through the website is considered PHI. Further, a healthcare provider’s medical data is considered PHI and includes information provided by doctors or other healthcare specialists, professionals, or providers (collectively, “Healthcare Providers”) you have visited, the reasons for your visit, the dates of your visit, your medical history, and other medical and health information you choose to share with us.

HIPAA provides specific protections for the privacy and security of PHI and restricts how PHI is used and disclosed. We may only use and disclose your PHI in the ways permitted by you and your Healthcare Providers and such permission may be revoked at any time.

The following describes the circumstances in which we may use or disclose your PHI:

• Treatment, Payment and Healthcare Operations. We are permitted to use and disclose your PHI for purposes of treatment, payment and healthcare operations. For example:
• Treatment. We may disclose your PHI to another physician or healthcare provider for purposes of a visit or in connection with the provision of follow-up treatment.
• Healthcare Operations. We may use and disclose your PHI in connection with our healthcare operations, such as providing customer services, storing your purchase and delivery history, and conducting quality review assessments. We may engage third parties to provide various services for us. If any such third party must have access to your PHI in order to perform its services, we will require the third party enter into an agreement that binds the third party to the use and disclosure restrictions outlined in this Policy.
• Authorization. We are permitted to use and disclose your PHI upon your written authorization, to the extent such use or disclosure is consistent with your authorization. You may revoke any such authorization at any time.
• As Required by Law. We may use and disclose your PHI to the extent required by law.
• Research and Marketing. We may under certain circumstances, use or disclose PHI that is necessary for research or marketing purposes. Such disclosure will de-identify you from your PHI.

You have the following rights regarding the PHI maintained by us:

• Confidential Communication. You have the right to receive confidential communications of your PHI. You may request that we communicate with you through alternate means or at an alternate location, and we will accommodate your reasonable requests. You must submit your request in writing.
• Restrictions. You have the right to request restrictions on certain uses and disclosures of PHI for treatment, payment, or healthcare operations. You also have the right to request that we restrict its disclosures of PHI to only certain individuals involved in your care or the payment of your care. You must submit your request in writing. We are not required to comply with your request.
• Inspection and Copies. You have the right to obtain a paper copy of this Policy from us at any time upon request. We may charge a fee for the costs of copying, mailing, or other supplies associated with your request. To obtain a paper copy of this notice, please contact the Company by emailing Info@HeliaCare.com. We may deny your request to inspect and/or copy your PHI in certain limited circumstances. If that occurs, we will inform you of the reason for the denial, and you may request a review of the denial.
• Amendment. If you feel that medical information we have about you is incorrect or incomplete, you may ask us to amend the information. You must provide a reason that supports your request. We may deny your request if: (i) it is not in writing or does not include a reason to support your request; (ii) information is not part of the medical information stored by us; (iii) the information was not created by us; (iv) information is not part of information you are permitted to inspect and copy; or (v) the information is complete and accurate.
• Breach Notification. You have the right to be notified in the event that the Company (or one of our business associate) discovers a breach of unsecured PHI.
• Accounting of Disclosures. You have a right to receive an accounting of all disclosures we have made of your PHI. However, that right does not include disclosures made for treatment, payment or healthcare operations, disclosures made to you about your treatment, disclosures made pursuant to an authorization, and certain other disclosures. You must submit your request in writing and you must specify the time period involved (which must be for a period of time less than six years from the date of the disclosure). Your first accounting will be free of charge. However, we may charge you for the costs involved in fulfilling any additional request made within a period of 12 months.

© 2025 Helia Care, Inc.

“Active Facility” means any Member Facility with which you have an Active Price List utilized via the Helia Connect® Service.

“Active Price List” means your digital price list that (a) a Member Facility has requested from you via a confidential digital request through Helia Connect®, (b) you have provided product information to the Member Facility through the Helia Connect® platform, and (c) contains the purchase price for any product listed thereon, as agreed upon by you and such Member Facility, which product may purchased from you by such Member Facility via the “point of use ordering” and “invoiced orders” functions on the Helia Connect® web platform and mobile application.

“Aggregated Data” means any de-identified, non-personally identifiable, technical, statistical, or analytical data, gathered, generated, or compiled directly by the Service or by use of the Service, that we collect, gather, and aggregate periodically as part of our ordinary business operations.

“Agreement” shall mean the ordering documents for Customer’s purchases of Services from Helia Care that are executed by the parties or accepted by you from time to time.

“Authorized End User” or “User” means any individual authorized, by virtue of his relationship to or permissions from you, to access the Service in accordance with your rights under the applicable Agreement or Document. An Authorized End User can be your employee, contractor, or agent. An Authorized End User must have an email address on Customer’s domain (for example, emailuser@customername.com).

“Automated Processing Fees” means the per order fee payable by you to Helia Care for each Invoiced Order generated on the Helia Connect® platform.

“Customer” means an entity identified on an Agreement or any of its Authorized End User.

“Customer Data” means all data, information, or content provided, uploaded, recorded, or posted by any Authorized End User, you, or a Patient during and in connection with its authorized use of the Service published or displayed on or through the Service or transmitted to or shared with other users. Customer Data includes Patient Data but does not include Aggregated Data.

“EPHI” has the same meaning as the term “electronic protected health information” in 45 C.F.R. § 160.103, but limited to information created, received, maintained or transmitted by Helia Care as a Business Associate of Customer.

“Helia Connect®” means Helia Care’s online, proprietary invoicing and requisition management tool, implemented as a software-as-a-service, to facilitate communication between healthcare facilities (“Facilities”), their manufacturers and suppliers (“Suppliers”), and contracted distributors (“Distributors”) that provide goods and services to Facilities. Helia Connect® may include On-Site Software and may include installable applications for mobile devices (each a “Mobile App”).

“Invoiced Order” means each invoiced order generated on the Helia Connect® platform as a result of a purchase order that is submitted to you from an Active Facility and, in any order, is both (i) delivered by an Active Facility to you with the Active Facility’s purchase order number, and (ii) delivered by you to an Active Facility with your invoice number, in each case via the Helia Connect® platform.

“Member Facility” means any healthcare system and its facilities or any healthcare facility providing patient care services that have entered into an agreement with Helia Care in connection with such facility’s use of Helia Connect®.

“On-Site Software” means the software customer application installable on desktop computers through which you access Helia Connect and the Service under our Terms and Conditions.

“Patient” means the person receiving or registered to receive medical treatment from a Facility, which treatment utilizes one or more products sold by Supplier to Facility and used in connection with the care of the Patient.

“Patient Data” means any information or content, whether oral or recorded in any form, created or received by you relating to: (a) a Patient’s past, present, or future physical or mental health or condition; (b) the provision of health care to the Patient; or (c) the past, present, or future payment for the provision of health care to the Patient. Patient Data includes individually-identifiable information related to the Patient, including demographic information collected from the Patient that individually identifies such Patent.

“PHI” has the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, but limited to information created, received, maintained, or transmitted by Helia Care as a Business Associate of Customer.

“Policy” or “Policies” mean, individually and collectively, any Agreement, the Helia Connect® Terms and Conditions, Business Associate Policy, Payment Policy, Cancellation Policy, Confidentiality Policy, Data Policy, Terms of Use, or Privacy Policy.

“Professional Services” means any additional and separate services not included in our Terms and Conditions intended to address a Customer’s special requirements such as configuration, adaptation, and development of customized features or functionalities to the Service. Helia Care may, in its sole and absolute discretion, provide Professional Services on a time-and-materials basis under a separate Professional Services agreement. You are under no obligation to enter into any such agreement or to request Professional Services from Helia Care. Helia Care is under no obligation to agree to perform Professional Services for you or otherwise.

“Services” means the services provided by Helia Connect®.