Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a legal agreement between you and Helpert Assist LLC ("Helpert Assist," "we," "us," or "our") governing your access to and use of Helpert Assist Notes, including our website, installable web app, capture tools, transcription and AI drafting features, charting services, quality review, billing tools, and related services (the "Service").

By creating an account, using the Service, or authorizing someone to use it on your behalf, you agree to these Terms. If you use the Service for an agency or other organization, you represent that you have authority to bind that organization.

2. Description of the Service

Depending on your plan and written agreement, the Service may include:

• mobile capture of visit information through photos, structured entries, and voice recordings;
• transcription and AI-assisted drafting of visit narratives;
• AI-assisted reading of medication labels and vital sign sheets, and assistive wound photo observations;
• entry of documentation into the agency's EMR by our trained charting team;
• quality review flags for completeness and consistency; and
• note tracking, billing summaries, and invoice support.

3. Eligibility and Accounts

To use the Service, you must:

• be at least 18 years old;
• be a licensed or credentialed healthcare professional, an authorized agency representative, or another approved business user;
• provide accurate registration, license, contact, billing, and organization information;
• keep your login credentials secure and not share your account; and
• promptly tell us about unauthorized access or suspected security issues.

We may approve, deny, suspend, or revoke access when reasonably necessary to protect patients, clients, users, the Service, or Helpert Assist.

4. Agency Authorization for Contract Clinicians

Clinicians, including contract and per-visit clinicians, may create accounts directly. Patient information belongs to the home health or hospice agency responsible for the patient's care, not to the individual clinician.

Before you enter any patient information into the Service, you represent and warrant that:

• the agency responsible for the patient has authorized you to use Helpert Assist Notes for that patient's documentation;
• that agency permits documentation support by a third-party service, including a charting team that may work outside the United States;
• a Business Associate Agreement or other required written agreement is in place, where required by HIPAA; and
• you will stop using the Service for an agency's patients if that authorization ends.

We may ask you or the agency to confirm authorization at any time, and we may suspend documentation for an agency's patients until authorization is confirmed.

5. HIPAA and Protected Health Information

5.1 BAA required before PHI

5.2 Your responsibilities

If you submit PHI to the Service, you represent and warrant that:

• you have legal authority to submit it;
• you will submit only the minimum information reasonably necessary to document the visit;
• you will use the Service only for legitimate documentation of care you provided or are authorized to document; and
• you will comply with HIPAA, state privacy laws, agency policies, and your professional licensing obligations.

5.3 Our role

To the extent Helpert Assist creates, receives, maintains, or transmits PHI on behalf of a covered entity or business associate, our handling of PHI is governed by the applicable Business Associate Agreement and applicable law. Our Privacy Policy describes how we handle information.

6. AI-Assisted Documentation

The Service uses AI to transcribe recordings, draft narrative, read text from photos, offer assistive wound photo observations, and flag possible gaps or inconsistencies.

• You remain solely responsible for the accuracy and completeness of your clinical documentation, including documentation entered into the EMR on your behalf.
• You must review documentation in the agency's EMR before signing or finalizing it, according to your agency's policies.
• Quality review flags are advisory. They do not guarantee that a note is complete, accurate, compliant, or billable.
• Wound photo observations are assistive only. Wound assessment and measurement remain your clinical responsibility.
• Medication information read from photos must be verified against the actual label and the patient's medication list.

7. Recordings, Photos, and Consent

You are responsible for capturing recordings and photos lawfully and appropriately. You agree that:

• you will obtain any consent required by law or agency policy before recording a conversation with a patient, caregiver, or other person, including consent required under California law for recording confidential communications;
• you will take patient photos only as permitted by agency policy and patient consent requirements;
• you will capture only the body area, label, or document needed for the visit, and avoid capturing faces or unrelated people or items where possible; and
• you will not use the Service to record or photograph anyone for any purpose other than visit documentation.

8. Your Responsibilities

Clinicians and agencies remain responsible for:

• all clinical assessments, decisions, interventions, and patient care;
• the accuracy, completeness, and timeliness of information submitted to the Service;
• reviewing, correcting, signing, and finalizing documentation in the EMR;
• OASIS responses, coding, billing submissions, and claims to payers;
• answering clarification questions from our charting team in a timely way;
• giving us accurate EMR access and documentation instructions, and promptly removing access that should end;
• maintaining the official medical record in the agency's EMR;
• handling urgent or clinical issues through your own clinical and agency escalation process; and
• keeping your license, credentials, and login information current and secure.

Helpert Assist does not employ, supervise, or direct your clinical practice.

9. Charting Team

Our charting team members, sometimes called Virtual Health Assistants, are trained employees or contractors who transcribe and enter documentation according to your submissions, agency instructions, and our protocols. Some team members work outside the United States, including in the Philippines, under confidentiality and security obligations.

Charting team members do not:

• provide medical advice, nursing judgment, diagnosis, triage, or treatment recommendations;
• add clinical findings that you did not document or provide;
• sign or attest to documentation on your behalf; or
• change orders, plans of care, or visit frequencies.

We aim to chart notes promptly, but turnaround times are goals, not guarantees, unless a signed agreement says otherwise. Charting can be delayed by incomplete submissions, unanswered clarification questions, EMR access problems, or outages.

10. Fees and Payment

10.1 Rates

The Service is billed per note, at the rates in your order form, invoice, written agreement, or the pricing shown to you when you sign up. Rates may vary by note type and volume. We may change rates with at least 30 days' written notice.

10.2 Invoices and payment

Unless your written agreement says otherwise, invoices are issued monthly in arrears based on our service records, and payment is due within 14 days of the invoice date. Payments may be processed by third-party payment processors. You authorize us and our payment processors to process payments and take reasonable steps to collect overdue amounts.

10.3 Billing disputes

If you believe an invoice contains an error, notify us in writing within 14 days of the invoice date and identify the disputed item and reason. Undisputed amounts remain due on time.

11. Acceptable Use

You agree not to:

• submit PHI without the required authorization and agreements;
• submit false, misleading, or fabricated clinical information, or information about visits that did not occur;
• use the Service to document care provided by someone else as your own;
• share your account or let anyone else submit documentation under your name;
• access another user's account, organization, notes, recordings, or photos without authorization;
• reverse engineer, scrape, overload, attack, or interfere with the Service;
• use bots, scripts, or bulk access methods without our written consent;
• resell or sublicense the Service without our written consent; or
• upload malicious code or unlawful content.

12. Data and Retention

Agencies retain ownership of patient information and documentation submitted to the Service. You grant Helpert Assist a limited license to use, process, transmit, store, and display that data only as reasonably necessary to provide the Service, comply with law, enforce these Terms, and fulfill our agreements.

Our Privacy Policy describes how we collect, use, share, retain, and protect information. If a Business Associate Agreement applies, it governs PHI handling to the extent required by HIPAA.

13. Intellectual Property

The Service, including its software, workflows, forms, prompts, designs, interfaces, trademarks, logos, and documentation, is owned by Helpert Assist LLC or its licensors and protected by law. These Terms do not transfer ownership of any Helpert Assist technology or content to you.

If you give us feedback or suggestions, you allow us to use them without restriction or compensation, without disclosing your confidential information or PHI except as permitted by law and contract.

14. Confidentiality

Each party may receive the other's non-public business, technical, pricing, workflow, or patient-related information. Each party will protect the other's confidential information with reasonable care and use it only for purposes related to the Service.

These obligations do not apply to information that is public, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law. This section survives termination.

15. Term, Suspension, and Termination

15.1 Term

These Terms start when you first access or use the Service and continue until terminated.

15.2 Termination by you

You may stop using the Service at any time. Unless a written agreement says otherwise, there is no cancellation fee or minimum commitment. To close your account, email legal@helpertassist.com.

15.3 Suspension or termination by us

We may suspend or terminate access, immediately or after notice, if:

• you violate these Terms, our Privacy Policy, a Business Associate Agreement, or another written agreement;
• we cannot confirm your authorization to document an agency's patients;
• your use may violate HIPAA, patient privacy, recording laws, or other law;
• payment is overdue after notice;
• your use creates security, privacy, legal, or patient safety risk; or
• we are required to by law, a regulator, a court, or a contract.

15.4 Effect of termination

When these Terms end, your right to use the Service ends. Fees for work already performed remain due. We will handle remaining data according to our Privacy Policy, any applicable Business Associate Agreement, and law.

16. Disclaimers

We do not guarantee that transcription, AI drafts, photo reading, wound observations, or quality review flags will be accurate or complete; that documentation will meet any payer, survey, OASIS, or agency requirement; that notes will be charted within any specific time; or that the Service will be error-free or always available.

The Service is not an emergency system. Do not use it in place of 911, emergency response, clinical triage, or agency escalation procedures.

17. Limitation of Liability

To the maximum extent permitted by law, Helpert Assist will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost revenue, profits, data, goodwill, or reimbursement.

To the maximum extent permitted by law, Helpert Assist will not be liable for damages arising from clinical decisions or outcomes, inaccurate or incomplete information you submitted, documentation you did not review before signing, claim denials, survey findings, payer audits, EMR outages, or failures of systems outside our reasonable control.

To the maximum extent permitted by law, our total liability for any claim arising from or relating to the Service will not exceed the greater of (a) the amount you paid us for the Service during the three months before the event giving rise to the claim, or (b) $100.

These limits do not apply where the law does not allow them. If a Business Associate Agreement or signed agreement sets a different rule for PHI, security incidents, or other specific matters, that agreement controls for those matters.

18. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Helpert Assist LLCand its owners, officers, employees, contractors, agents, and service providers from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from:

• your use or misuse of the Service;
• your violation of these Terms, our Privacy Policy, or a written agreement;
• PHI, recordings, photos, or other information you submitted without proper authorization or consent;
• inaccurate, incomplete, or fabricated information you submitted;
• your clinical decisions, patient care, documentation you signed, or claims submitted to payers; or
• your negligence or willful misconduct.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules.

19.1 Informal resolution

Before filing a claim, each party will try in good faith to resolve the dispute informally by giving written notice and allowing 30 days for discussion, unless immediate action is needed to protect confidential information, PHI, intellectual property, patient safety, or platform security.

19.2 Arbitration and individual claims

To the extent permitted by law, disputes arising from these Terms or the Service will be resolved by binding arbitration administered by JAMS under its applicable rules, in California. Claims must be brought individually, not as a class, collective, or representative action, unless the law requires otherwise.

Either party may bring an eligible claim in small claims court, or seek injunctive relief in court to protect intellectual property, confidential information, PHI, or security. If the arbitration or class waiver provision is unenforceable for a claim, that claim will be resolved in the state or federal courts in California.

20. Changes to These Terms

We may update these Terms from time to time. For material changes, we will update the effective date and give notice by email, in-app notice, or another reasonable method. Continued use after updated Terms take effect means you accept them. If you do not agree, stop using the Service before they take effect.

21. General Terms

• Entire agreement: These Terms, the Privacy Policy, any applicable Business Associate Agreement, and any signed order form or service agreement make up the agreement between you and Helpert Assist.
• Severability: If any provision is unenforceable, the rest remains in effect.
• No waiver: Not enforcing a provision is not a waiver of the right to enforce it later.
• Assignment: You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• Force majeure: We are not responsible for delays or failures caused by events beyond our reasonable control, including outages, cyberattacks, disasters, and government actions.
• Independent parties: These Terms do not create an employment, partnership, joint venture, or agency relationship.
• Survival: Sections that by their nature should survive termination will survive, including payment, confidentiality, data, intellectual property, disclaimers, limitation of liability, indemnification, and disputes.

22. Contact

Questions about these Terms may be sent to:

Helpert Assist LLC
California, United States
Legal: legal@helpertassist.com
Privacy: privacy@helpertassist.com