Terms of Use

1. WHO WE ARE

One Global Medical Technology Ltd and its affiliates (“Helium Health,” “We,” “Us,” or “Our”) provide a healthcare technology ecosystem comprising electronic health records (“HeliumOS”), practice tools, patient portals and telehealth (“HeliumDoc”), financing (“HeliumCredit”), AI/analytics (e.g., “HeliumCoPilot”), and related services (collcetively, the “Platform” or “Services”).

Helium Health exists to make healthcare more connected, reliable, and safe. The systems We provide allow healthcare professionals to record, coordinate, and improve care, while ensuring that the information entrusted to Us is managed responsibly under the strongest privacy protections. We process your information in accordance with applicable global data protection laws, including, amongst others, the Nigeria Data Protection Act, 2023 (“NDPA”).

Helium Health is not a healthcare provider, insurance provider, or pharmacy. Our role is limited to providing access to digital tools and Platforms designed to support healthcare facilities, professionals, and other stakeholders in managing healthcare operations, patient interactions, and financial needs.

Helium Health operates independently from healthcare providers and is not responsible for the clinical decisions, acts, omissions, or communications of healthcare providers using Our Platforms. Additionally, Helium Health does not engage in the practice of medicine, nursing, or any other healthcare profession, nor does it provide direct health Services to patients. The content, information, and Services provided through Our Platforms are intended to support and enhance, not replace, the relationships that exist between patients and healthcare providers.

IMPORTANT NOTICE FOR U.S. HEALTHCARE ENTITIES: If you are a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“), specific provisions in this Agreement and the HIPAA Business Associate Addendum (Appendix 1) apply to your use of the Services and constitute a Business Associate Agreement (BAA).

2.NATURE AND APPLICABILITY OF TERMS

By accessing or using the heliumhealth.com website, Services, and Materials, you agree that you have read, understood, and agree to be bound by these Terms of Use.

2.1 Definitions (Key definitions for clarity)

“Protected Health Information” or “PHI”: Individually identifiable health information as defined under HIPAA.
“Covered Entity” / “Business Associate”: As defined in 45 CFR § 160.103.
“HIPAA”: The Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPPA”).
“NDPA”: The Nigeria Data Protection Act 2023 and its regulations (“NDPR”).
“Data”: Includes personal data, anonymized data, pseudonymized data, PHI, and any other information uploaded to the Service.

3. MODIFICATION, AND AMENDMENT OF TERMS

Helium Health may modify these Terms of Use from time to time and such modification shall be effective upon posting on the Platform. We will alert You about any changes by updating the “Last updated” date of these Terms of Use, and You waive any right to receive specific notice of each such change. You agree to be bound to any changes to these Terms when You use the Platform after any such modification is posted. It is therefore important that You review these Terms of Use regularly upon each use of the Services to ensure You are updated as to any changes.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platforms at any time or for any reason without notice to You. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms of Use shall be construed to obligate Us to maintain and support the Platforms or to supply any corrections, updates, or releases in connection therewith. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platforms at any time without prior notice.

We advise that You check this page often, referring to the date of the last modification on the page. If a User objects to any of the changes to the Terms of Use, the User must cease using Our Platforms and/or Services immediately. If You keep using Our Services after any modification, You shall be deemed to have accepted the modification.

4. OUR SERVICES/PRODUCTS

We offer a range of Services connected to this Website, including;

Data and Insights: This product provides access to detailed health data and insights, aiming to unify Africa’s fragmented healthcare data ecosystem through digital health tools and an expanding network of stakeholders. You can read Data and Insights’ Privacy Notice here.

HeliumCredit: This product is a loan facility that allows healthcare facilities access to financial options that suit their needs. You can read HeliumCredit’s Terms of Use here.

HeliumDoc: This product brings together top doctors and other healthcare professionals under one roof and provides a wide range of healthcare Services, including but not limited to doctor and treatment search, in-clinic scheduling/appointment booking, and telemedicine. You can read HeliumDoc’s Terms of Use here.

HeliumOS: This product provides end-to-end digitalisation of medical records and hospital operations, which allows healthcare providers to access critical patient information quickly and easily. You can read HeliumOS’s Terms of Use here.

Helium Mum: An Antenatal Risk Stratification (“ARS“) program, aimed at strengthening a newly developed ARS tool, that can provide differentiated care to pregnant women in Nigeria by early identification of the health risk levels for such women and determining health care plans for them. You can read Helium Mum’s Privacy Notice here.

Helium Health-MSD For M(om) Program: A program designed to improve the quality of maternal care, reduce maternal mortality, and ultimately strengthen systems for safer childbirth by providing healthcare financing, digital health tools, capacity building and community engagement for maternal health providers in Nigeria. You can read Helium Health MSD Privacy Notice here.

HeliumCoPilot: HeliumCoPilot is an advanced feature within HeliumOS, leveraging a cutting-edge Large Language Model (“LLM”) Artificial Intelligence (“AI”) chatbot/software application that leverages Retrieval Augmented Generation (“RAG”) to enhance accuracy, minimize errors and improve predictive analytics for healthcare practitioners’ decision-making.

5. USE AND ACCESS TO THE WEBSITE

Subject to these Terms of Use, Helium Health hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the website www.heliumhealth.com.The rights granted herein are subject to Your compliance with these Terms of Use.

To use the website, you must be at least 18 years old or have reached the age of majority in the jurisdiction in which you reside. By accessing the Platform and Services, you attest that you have reached the age of majority and have the legal capacity to be legally bound by these Terms of Use.

Helium Health reserves the right, in Helium Health’s discretion, to temporarily suspend your access to and use of the website in any of the following circumstances: (i) during planned downtime for upgrades and maintenance; (ii) during any unavailability of the website caused by force majeure events or circumstances; (iii) if Helium Health suspects or detects any malicious software or file connected to your use of the Site and/or (iv) for any other reason which Helium Health deems reasonable.

Helium Health will make reasonable efforts to make the website available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding this, you hereby acknowledge that your use of the website may be interrupted from time to time, for example, when We perform maintenance services or as a result of delays or delivery failures resulting from the use of communications networks and facilities.

Access to the website is provided on an “as is” basis, which means that We do not warrant that the website will be error-free at all times, and We shall not be liable to You for failure of the same.

6. PROHIBITED USE

6.1 In using the site/website and Platforms, You agree not to;

Send or otherwise transmit to or through the website and Platform any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful, or otherwise objectionable material of any kind, any material that can cause harm or delay to the website;
Restrict or inhibit any person from using the website;
Alter or modify any part of the content or Services offered on or through the Website;
Violate any applicable laws or regulations in any way;
License, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time-share any rights granted by these Terms to any third party, except as authorised in these Terms of Use or with Helium Health’s prior written approval;
Modify, adapt, or hack the website or otherwise attempt to gain unauthorised access to the website or related systems or networks;
Falsely imply any association or partnership with Helium Health;
Use the website, Platforms, and Services in any unlawful manner, including violation of any person’s privacy rights;
Use the website to send unsolicited or unauthorised junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited messages;
Use the website to store, display or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights and any privacy rights;
Use the website in any manner that interferes with or disrupts the integrity or performance of the website and its components;
Attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of the website;
Use the website to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory;
Use the the website to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
Try to use or use the website in violation of these Terms of Use;
Probe, scan, or test the vulnerability of any system or network of Helium Health or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Helium Health to protect the website;
Misrepresent yourself, your age, or impersonate any other individual or entity;
Use or access the website in order to monitor the availability, performance or functionality of the Services or Platforms or for any other similar benchmarking purposes;
Remove or destroy any copyright notices, proprietary markings, or confidentiality notices placed upon, contained within or associated with the website;
Develop any applications or programs whose purpose is to migrate users or end-users away from Helium Health and/or that excessively burden Helium Health website, Services, Platforms, and Software
Use any fonts in violation of any third party’s copyright, any Google font URLs, or any fonts containing IP address tracking tools;
Assist or permit any persons in engaging in any of the activities described above.

7. PRIVACY AND YOUR INFORMATION

7.1 By using Our Platforms,Services or website, you agree that We may collect, use, share and process your data (including, but not limited to, your personal data, anonymized data, pseudonymised data, and any other variations or forms of your data collectively referred to as “Data”) for any or all the purposes outlined below in accordance with the purposes outlined in these Terms of Use and Our privacy notice and any other purposes:

Purpose of Processing	Lawful Bases
– To contract with you and provide personalised support and information to you – To fulfil a specific request and provide customer support, such as responding to inquiries and handling complaints – To enforce this Terms of Use and any terms and conditions of any other agreements for Our Services. – To send you service-related messages	Contract
– To enable or enhance the functionalities of Our systemsTo analyse and improve the safety and security of Our Services and website – To improve the accuracy of Our records so that We can better understand your needs and preferences – To help Us develop, improve, customise, or restructure Our Services – To inform you whenever there are changes to Our terms of business or Services – To take statistical data and analytics for Our internal use – To analyse website usage and provide, maintain, and improve the content and functionality of the website – To test and apply new product or system versions, patches and updates – Collecting, analysing, sharing, and additionally processing of your Data for statistical purposes, market insights, and internal or external reporting – Enhancing Our Products or ServicesCollecting, analysing, sharing, and additional processing of your Data for statistical purposes, market insights, and internal or external reporting – Supporting Our business objectives, (such as potential collaborations, partnerships, or other opportunities) including, but not limited to, collecting, analysing, sharing, and any additional processing of your Data for the following activities: i) medical research, clinical research, and other forms of research or initiatives; ii) clinical trials and studies aimed at improving healthcare outcomes and advancing medical knowledge, amongst other objectives; iii) generating marketing and data-driven insights; iv) marketing enhancement of Helium Health’s Services; v) purposes related to Helium Health’s legitimate interests; vi) the overall advancement of healthcare in Africa and the rest of the world; vii) statistical purposes, market research and analytics; viii) Supporting Helium Health’s business interests, legitimate interests, and other interests – Collecting, using, analysing, sharing, and additionally processing your Data for medical research programs, surveys and other initiatives	Legitimate Interest
– Supporting Our business objectives, (such as potential collaborations, partnerships, or other opportunities) including, but not limited to, collecting, analysing, sharing, and additional processing of your data for the following activities: i) medical research, clinical research, and other forms of research or initiatives; ii) the overall advancement of healthcare in Africa and the rest of the world; iii) clinical trials and studies aimed at improving healthcare outcomes and advancing medical knowledge, amongst other objectives	Public Health
– To contact you about Our Products and Services that We believe may interest you – To install non-strictly necessary cookies on your device – To send marketing or promotional messages to you	Consent
– To prevent and detect any misuse of the website or Services or any fraudulent activities carried out through the website or in the use of Our Services – To enhance security to protect your Data, monitor and verify identity or access, and combat spam or other malware or security risks	Legitimate interest, legal obligation
– To meet valid requirements, including complying with court orders, valid discovery requests, valid subpoenas, and other appropriate legal mechanisms – To interact with regulatory authorities or other public authorities concerning you	Legal obligation

8. INTELLECTUAL PROPERTY RIGHTS

Helium Health is the sole and exclusive owner of the website, Platform and Products including any and all copyright, patent, trademark, trade secret, and other ownership and intellectual property rights, in and to the website, Platform, and Products and any related materials and documentation.

No title or ownership of the website, Platform, and Products or any portion thereof is transferred to you hereunder. Helium Health reserves all rights not expressly granted hereunder. You agree not to change or delete any copyright or proprietary notice related to materials downloaded from the website, Platform, and Products.

You may provide input, comments, or suggestions regarding the website, Platform, and Products or Helium Health Services (“Feedback“). You acknowledge and agree that Helium Health may use any Feedback without any obligation to you and you hereby grant Helium Health a worldwide, perpetual, irrevocable, royalty-free, transferable license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as Helium Health may deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in its sole discretion.

8.1 Our Partners’ Intellectual Property:

Our Services may also display specific intellectual property, such as company, product, and service name and logos, owned by our partners (our “Partners’ Intellectual Property“). Nothing in these Terms of Use or our Services grants you, by implication, estoppel, or otherwise, any license or right to copy, modify, sell, reproduce, distribute, republish, display, post, create derivative works from or transmit in any form (including in-line linking or mirroring) any of our Partners’ Intellectual Property.

8.2 Ownership of De-Identified Data, Derived Works, and AI Models:

You authorize Helium Health to de-identify and/or aggregate your Data (including PHI) in accordance with applicable laws, including HIPAA (45 CFR §164.514) and NDPA standards. You acknowledge and agree that Helium Health exclusively owns all rights, title, and interest in and to:

i. The resulting de-identified, anonymized, and/or aggregated datasets (“Derivative Data“).

ii. All insights, analytics, and derivative works created from this Data.

iii. Any Artificial Intelligence (AI) or Machine Learning models, algorithms, software, and related intellectual property developed, trained, validated, or improved by Helium Health using the Data or Derivative Data.

Helium Health retains the unrestricted, perpetual, irrevocable right to use, modify, license, sell, and otherwise commercially exploit the Derivative Data and derived works (including AI models) for any lawful purpose, including commercial partnerships, research, and product development, without obligation or accounting to you.

9. CONFIDENTIALITY

Subject to the express permissions outlined in these Terms of Use, you agree to protect Helium Health’s confidential information from unauthorised use, access, or disclosure with the same level of care as you protect your own confidential information, but no less than reasonable care.

Helium Health and its Affiliates may use your confidential information to exercise Our rights and perform Our obligations under these Terms of Use. You agree that Helium Health, its Affiliates, and Our respective employees, agents, and representatives have the right to access your account and use, modify, transfer, reproduce, display, and disclose data as necessary to provide the Services, including in response to your support requests.

Notwithstanding anything to the contrary in these Terms of Use, you agree that Helium Health may permit authorised sub-processors, authorised third-parties (such as healthcare providers, financial institutions, and other partners), and their employees, agents, and representatives to use, modify, display, reproduce, distribute, and create derivatives of Your data to the extent necessary for providing the Services.

Helium Health will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your Data.

Helium Health may disclose confidential information, account information, and user Data in order to:

comply with applicable laws, regulations, and legal processes;
respond to lawful requests, subpoenas, or court orders;
provide the Services;
pursue Helium Health’s legitimate interests and other business objectives or interests;
protect Helium Health’s rights or property, including enforcement of these Terms of Use and related policies; and/or
protect personal safety or public health.

10. THIRD-PARTY WEBSITES/CONTENT

10.1 Third-party services

If you choose to enable, access, integrate, connect, or use third-party services in conjunction with Helium Health’s Platforms, please be aware that your use of such third-party services is governed by the terms and conditions of the respective third-party providers. Helium Health does not endorse, is not responsible for, and makes no representations regarding any aspect of such third-party services, including, but not limited to, the accuracy, completeness, or authenticity of the information contained within them, or how third-party providers handle your data.

By enabling, accessing, integrating, or connecting any third-party services, including, but not limited to, e-health platforms, payment gateways, or telemedicine solutions, you expressly authorise Helium Health to disclose, collect, process, and retain any necessary Data from you or the third-party service provider to facilitate the connection and integration of these services with Helium Health’s Platform.

You acknowledge and agree that Helium Health may access, use, disclose, collect, process, and retain Data originating from third-party service providers, and may combine it with your Data as required to deliver Our Services. You waive any claims against Helium Health related to third-party services. Helium Health is not liable for any loss, damage, or other issues arising from your use of or reliance on these third-party services.

10.2 Third-Party Content

Our Platform, communications, or Services may contain third-party content or links to third-party websites, applications, or services (collectively referred to as “Third-Party Content“). Any interactions with such third- parties are solely between you and the third-party.

Helium Health does not control, maintain, or endorse third-party content, and We are not responsible for any damages, losses, failures, or issues caused by, related to, or arising from third-party content or your interactions with third-party providers. This includes, but is not limited to, the products, services, or resources offered by third-party providers.

You should review the relevant terms, conditions, privacy policies, and notices associated with any third-party content or service providers before engaging with them. Any information you share with third-parties in connection with third-party content is at your own risk, and Helium Health is not responsible for how such third-parties handle your information. Any links or advertisements on Our Platform or communications should not be construed as an endorsement by Helium Health.

11. WARRANTY DISCLAIMER

While Helium Health will use reasonable efforts to ensure that all material on this website is correct; however, accuracy cannot be guaranteed and Helium Health does not assume any responsibility or liability for the accuracy, completeness or authenticity of any information contained in this website.

Your access to and use of Helium Health’s Services, Platform, and digital tools are at your own risk. you understand and agree that the website, Services, and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, Helium Health DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Helium Health makes no warranty and disclaims all responsibility and liability for:

any actions of users, healthcare providers, or other stakeholders using the Helium Health Platform;
the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content, including any healthcare-related information provided through the Platform;
any harm to your computer system, loss of data, or any other harm that results from your access to or use of the website, Platform, or Services, including any third-party integrations;
the deletion of, or failure to store or transmit, any data or content maintained through the website, Platform or Services;
whether the Platform, or Services will meet your specific healthcare management or operational requirements, or be available on an uninterrupted, secure, or error-free basis.

No advice or information, whether oral or written, obtained from Helium Health’s Platform, Services, or support teams shall create any warranty not expressly made herein. Helium Health does not guarantee the availability or uninterrupted access to its Platform or that any specific healthcare outcome shall be achieved through the use of the Services.

12. LIMITATION OF LIABILITY

UNLESS APPLICABLE LAW REQUIRES OTHERWISE, YOUR EXCLUSIVE AND MAXIMUM REMEDY AGAINST HELIUM HEALTH OR ITS AFFILIATES IS A REFUND OF ANY AMOUNT PAID FOR THE SPECIFIC SERVICE THAT GAVE RISE TO YOUR CLAIM PROVIDED THAT THE MAXIMUM AGGREGATE REFUND THAT SHALL BE PAYABLE BY HELIUM HEALTH OR ITS AFFILIATES TO ANY NATURAL OR ARTIFICIAL PERSON SHALL BE EQUAL TO AN AMOUNT THAT SHALL NOT EXCEED N1,000,000 (ONE MILLION NAIRA). NO OTHER REMEDY IS AVAILABLE TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY REMEDY FOR DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE HELIUM HEALTH PLATFORMS, SERVICES, OR CONTENT.THESE LIMITATIONS APPLY WHETHER YOUR CLAIM ARISES DUE TO HELIUM HEALTH’S (OR ITS AFFILIATES’) NEGLIGENCE, OTHER FAULT, ERROR, OMISSION, OR NON-PERFORMANCE.

NEITHER HELIUM HEALTH NOR ITS AFFILIATES ACCEPT ANY RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF ANY HEALTHCARE PROVIDER, MEDICAL PROFESSIONAL, OR OTHER USER OF THE PLATFORM, NOR FOR ANY OUTCOMES ARISING FROM THE USE OF THE PLATFORM’ SERVICES IN THE DELIVERY OF MEDICAL CARE OR FOR ANY OTHER PURPOSES.

HELIUM HEALTH DOES NOT PROVIDE MEDICAL ADVICE OR DIRECT PATIENT CARE, AND ANY CLAIMS ARISING OUT OF THE MEDICAL DECISIONS OR ANY OTHER DECISIONS OR ACTIONS OF INDIVIDUALS, HEALTHCARE PROVIDERS, MEDICAL PROFESSIONALS, OR OTHER USERS OF THE PLATFORMS ARE EXCLUDED FROM LIABILITY UNDER THIS AGREEMENT.

13. INDEMNITY

13.1 Except as otherwise set forth in these Terms of Use, you agree to release, indemnify, defend, and hold Helium Health, Helium Health’s Affiliates, officers, directors, employees, and agents harmless from and against any claims, liabilities, actions, proceedings, damages, losses, and expenses (including, without limitation, attorneys’ fees and costs), or losses of any kind arising out of:

any breach of these Terms of Service by you;
Your actions, omissions, or use of the Helium Health Platform and Services, including, but not limited to, the management of healthcare operations, data handling, and patient interactions;
any violation of applicable laws, including those related to patient data privacy, security, and healthcare regulations, in connection with your use of the Services and Platform;
Your violation of the rights of a third-party, including but not limited to intellectual property rights, data protection rights, or any other proprietary rights;
any overt harmful act toward any other user of the Platform, including healthcare providers or patients, with whom you interact via the Platform;
the acts, omissions, or decisions of healthcare providers, staff, or users who utilise Helium Health’s Services or Platform, as Helium Health is not responsible for clinical decisions or patient care; or
any action or omission by third-party vendors, service providers, or subprocessors integrated into the Helium Health Platform.

13.2 Notwithstanding the foregoing, Helium Health reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Us, and you agree to cooperate, at your expense, with Helium Health’s defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

13.3 This provision shall survive the termination of these Terms of Use.

14.EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the disclaimers and limitations of liability set out above may not apply to you. To the extent that Helium Health may not, as a matter of applicable law(s), disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Helium Health’s liability shall be the limited to the amount paid for the Services or the minimum permitted under such applicable law(s), or whichever is lower.

15. FORCE MAJEURE

Helium Health shall provide the Services to you as soon as reasonably practicable, except in cases of non-payment of charges or additional charges by you or where Helium Health is prevented from delivering the Services due to a Force Majeure Event or any other unforeseen reason beyond its control.

For the purposes of these Terms of Use, a “Force Majeure Event” means any event or circumstance beyond Helium Health’s reasonable control that is unforeseeable, unavoidable, and not due to negligence or lack of care on Helium Health’s part. Such events include, but are not limited to, acts of God, natural disasters (such as fire, flood, earthquake, or storm), invasion, war, revolution, insurrection, social or public unrest, public disturbances, strikes, riots, pandemics or epidemics (excluding COVID-19 and related epidemics or pandemics, which have become an everyday reality), acts of terrorism, and any other similar event that may hinder or delay Helium Health’s ability to fulfill its obligations under these Terms of Use.

In the event of a Force Majeure Event causing delays in the provision of Services, Helium Health shall endeavor to notify you as soon as reasonably practicable.

16. SUBMISSION

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services (“Submissions“) provided by you to Us are non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights, intellectual property rights or any other rights to any such Submissions and warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

17. UNSOLICITED SUBMISSIONS

Helium Health, its affiliates, and its employees do not solicit or accept unsolicited ideas, including but not limited to ideas for advertising campaigns, promotions, products, technologies, processes, materials, marketing plans, or product names. Please refrain from submitting any original creative artwork, samples, demos, or other works. This policy is implemented to prevent potential misunderstandings or disputes should Helium Health’s products or marketing strategies resemble submitted ideas. Therefore, do not send unsolicited ideas or materials to Helium Health or any of its affiliates and employees. If, despite this express request, you submit unsolicited ideas or materials, you acknowledge and agree that Helium Health makes no assurances, and assumes no obligation, regarding the confidentiality or proprietary treatment of such submissions.

18. PUBLICITY

You grant Us the right to add Your name and company logo to Our customer list and Website. You can opt-out of this use by sending a Publicity Opt-Out mail to dpco@heliumhealth.com.

19. LIVE CHAT FUNCTIONALITY

We may provide a live chat feature on the website to assist visitors and potential customers with inquiries. While We strive to provide timely and accurate information through this service, We do not guarantee immediate responses or the resolution of all issues. Information provided through the live chat is for informational purposes only and does not constitute legal or professional advice. We make no warranties or representations regarding the accuracy, completeness, or reliability of any information provided through the chat. We shall not be liable for any reliance on information obtained through the live chat. Your use of the live chat is subject to these Terms of Use.

We reserve the right to terminate a chat session at Our discretion, particularly if We believe the chat is being used inappropriately.

Our Privacy Notice governs the collection and use of any personal information you provide during a chat session.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the live chat function (“Submissions“) provided are non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights, intellectual property rights or any other rights to any such Submissions and warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

20. TERMINATION

Helium Health reserves the right, in its sole discretion, to suspend or terminate your account, delete your profile, and restrict your use of all or any part of the Platform and Services for any or no reason, without notice, and without liability to you or any third-party.

If you do not log in to your account for twelve (12) consecutive months, Helium Health may treat your account as “inactive” and may delete the account and any data associated with it. If you are on a paid service plan, Helium Health may permanently delete your account and related data twelve (12) months after your service plan terminates.

Helium Health reserves the right to block access from specific IP addresses or device numbers, and prevent access to the Service if necessary to protect the integrity of the Platform or Services.

Your license to use the Platform and Services shall terminate immediately if you attempt to circumvent any security measures or use the Platform in a way that violates these Terms of Use, relevant healthcare laws, or if your actions could cause legal liability to Helium Health or disrupt other users’ access to the Services.

We may suspend or terminate your access to the Platform if You fail to comply with these Terms of Use, the applicable documentation, or if your use of the Services negatively impacts the functionality or security of the Platform, violates applicable regulations, or jeopardises the safety and privacy of patient Data or other Data.

21. GOVERNING LAW

These Terms of Use shall be interpreted, governed and construed in accordance with the laws of the Federal Republic of Nigeria.

22. DISPUTE RESOLUTION

If a dispute or difference arises as to the validity, interpretation, effects or rights and obligations of the parties under these Terms of Use, the parties shall use their best endeavour to reach an amicable settlement of the dispute.

If any such dispute is not settled between the parties within fourteen (14) days, the parties agree to submit such dispute to Mediation at the Lagos State Multi-Door Courthouse (“LMDC”) for resolution under the provisions of Lagos State Multi-Door Courthouse (LMDC) Law 2007. Notwithstanding the provisions above, Helium Health shall be entitled to seek preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the outcome of the Mediation.

Notwithstanding the provisions above, HeliumHealth shall be entitled to seek preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the outcome of the Mediation.

23. SEVERABILITY

If any portion of these Terms of Use is held by any court of competent jurisdiction or law(s) to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in these Terms of Use. We shall also have the right to unilaterally amend/modify/alter/update these Terms of Use by replacing the provision that is held to be void or unenforceable with a provision which is valid and enforceable so that, to the extent possible, the effect of the amended provision would be the same as the effect of the initial provision.

24. WAIVER

No failure or delay by Us to exercise any right or remedy provided under these Terms of Use for applicable law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

25. ASSIGNMENT

You shall not assign your rights under these Terms of Use, in whole or in part, without Our prior written consent. Any attempt to do so shall be void and constitute a material breach of these Terms of Use.

We may assign these Terms of Use, in whole or in part, or subcontract Our obligations under it, without Your consent.

26. HELIUM HEALTH’S SUPPORT

If you have any complaints or reservations about Us or any of the Services We provide, you may contact Us at https://heliumhealth.com/contact/

Last Updated December 2025