Terms of service

Effective Date: March 25, 2025

These Terms of Service ("Agreement") govern your access to and use of the Helios AI-driven task management service (the "Service") provided by Arc Line and North, LLC ("Arc Line and North"). By accessing, subscribing to, or otherwise using Helios, you agree to comply with and be legally bound by this Agreement.

If you are accepting this Agreement on behalf of an organization ("Customer"), you represent that you have authority to bind the organization. If you lack authority or do not agree to these terms, you may not use the Service.

1. The Service

1.1. Description.
Helios is an AI-powered, cloud-based business task management service provided by Arc Line and North. Customers are solely responsible for content uploaded or provided by Customer or Users ("User Content"). The Service includes guides, templates, and related resources ("Helios Content"). Customer does not receive software or underlying code.

1.2. Subscriptions.
Customer subscriptions ("Subscriptions") allow individual authorized users ("Users") internal access for business purposes only. Sharing accounts among multiple Users is strictly prohibited. Each User must have their own individual account.

1.3. Ownership.
Arc Line and North retains exclusive ownership of Helios, related technology, documentation, intellectual property, and all enhancements or future developments.

1.4. Permissions.
Customer manages user permissions and assumes responsibility for compliance with this Agreement. Arc Line and North has no liability for permissions managed by Customer.

2. Restrictions

2.1. Customer Responsibilities.
Customer assumes responsibility for all activities on User accounts, except vulnerabilities within Helios itself, and ensures Users comply with this Agreement.

2.2. Prohibited Actions.
Customer agrees not to allow Users or third parties to:

Copy, modify, reverse engineer, or attempt to access Helios' source code.
License, resell, distribute, or commercially exploit Helios.
Use Helios in violation of laws or regulations.
Interfere with Helios or attempt unauthorized access.
Develop competitive services or conduct unauthorized vulnerability testing.

Arc Line and North reserves the right to suspend Customer’s access upon notice if security or integrity threats arise.

3. Third-Party Applications

Helios may integrate with third-party applications. Arc Line and North bears no responsibility or liability for these applications, which are governed by separate terms.

4. Payment Terms

4.1. Fees.
Customer pays subscription fees as specified during registration. Fees are non-refundable unless expressly stated. Arc Line and North may modify fees; Customer can decline renewal.

4.2. Payments.
Payments occur via Customer-provided payment methods (credit card, ACH). Arc Line and North may suspend accounts for payment failure.

4.3. Taxes.
Customer handles applicable taxes relating to their subscription, excluding Arc Line and North’s income or employee taxes.

5. Term and Termination

5.1. Subscription Period.
Subscriptions begin at registration and continue as agreed. Customer manages or cancels subscriptions within Helios.

5.2. Termination.
Either party may terminate for material breaches uncured within 30 days after notification. Arc Line and North may terminate free accounts without prior notice.

5.3. Effects of Termination.
Upon termination, Customer loses access and data unless otherwise agreed in writing.

6. Data Usage, Analytics, and AI Functionality

6.1. Analytics and Data Improvement.
Customer acknowledges Arc Line and North collects and analyzes data from Customer interactions, including usage patterns, interactions, performance metrics, and anonymized User Content ("Analytics Data"). Arc Line and North uses Analytics Data without compensation to enhance, optimize, and improve Helios, train AI models, and develop features beneficial to all customers. Analytics Data may be shared with contracted analytics providers under strict confidentiality agreements and will remain anonymized.

6.2. AI Functionality and Updates.
Customer acknowledges that Helios includes artificial intelligence functionality evolving over time through machine learning. Arc Line and North reserves the right, at its sole discretion, to modify, enhance, reduce, remove, or alter AI functionalities at any time without prior notice or liability.

7. Indemnification, Disclaimers, and Limitation of Liability

7.1. Indemnification.
Customer agrees to indemnify, defend, and hold harmless Arc Line and North, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, service providers, successors, and assigns (collectively, "Indemnified Parties") from all claims, liabilities, damages, losses, or expenses (including attorneys’ fees) arising from or related to:

Customer’s or Users' use or misuse of Helios;
Breach of this Agreement by Customer or Users;
User Content violations, including intellectual property infringement or privacy rights violations;
Customer’s or Users' negligence, misconduct, or violations of law;
Decisions or actions taken based on recommendations or suggestions provided by Helios, including AI-generated insights.

Arc Line and North will notify Customer promptly of indemnifiable claims. Customer agrees not to settle without prior written consent, which will not be unreasonably withheld.

7.2. Disclaimer of AI Recommendations.
Customer understands Helios provides AI-generated recommendations, insights, and suggestions ("AI Recommendations") solely for informational purposes. Arc Line and North makes no warranty regarding the accuracy, completeness, or appropriateness of AI Recommendations. Customer assumes full responsibility for evaluating AI Recommendations and explicitly acknowledges Arc Line and North will not be liable for outcomes resulting from reliance on AI Recommendations or insights.

7.3. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARC LINE AND NORTH DISCLAIMS LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS INTERRUPTION, OR GOODWILL. ARC LINE AND NORTH’S TOTAL LIABILITY IS LIMITED TO FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

8. Data Retention and Compliance

8.1. Data Retention.
Arc Line and North may retain Customer data, User Content, Analytics Data, and related information as required for business purposes, compliance, analytics, and dispute resolution. Upon termination, Arc Line and North may delete or anonymize data within a reasonable timeframe unless legally required otherwise.

9. Additional Protections and General Provisions

9.1. Force Majeure.
Arc Line and North will not be liable for failures or delays arising from circumstances beyond reasonable control, including natural disasters, governmental actions, technological failures, or service provider disruptions.

9.2. Waiver and Amendment.
Waivers or amendments are valid only if made in writing and signed by authorized representatives. Delay or failure to enforce terms will not constitute waiver.

9.3. Governing Law.
This Agreement is governed by Delaware law, excluding conflict-of-law principles. Disputes are subject to the exclusive jurisdiction of courts in New Castle County, Delaware.

10. Comprehensive Legal Protection Summary

This Agreement explicitly includes robust indemnification protections, clear disclaimers for AI recommendations and outcomes, acknowledgment of analytics and data usage without compensation, explicit data retention and compliance policies, and standard protective clauses (Force Majeure, Waiver, Amendment, Governing Law) to comprehensively shield Arc Line and North against potential legal claims or issues.

Customer acknowledges Arc Line and North provides the Service based on available data, which may at times be incomplete or inaccurate. Arc Line and North commits to providing the best possible service based on available information but expressly disclaims liability for decisions or outcomes stemming from Customer’s or Users' reliance upon the Service.

11. Regulatory Compliance and Customer Responsibility

Customer acknowledges and agrees that Helios provides automation and decision-making support, including but not limited to business, financial, legal, tax, and compliance-related tasks. Arc Line and North does not provide professional legal, financial, accounting, tax, or compliance advice. Customer is solely responsible for ensuring compliance with applicable laws, regulations, and industry standards. Customer must independently verify any recommendations or outputs from Helios with qualified professional advisors before implementing or relying upon them. Arc Line and North explicitly disclaims any liability for regulatory, legal, financial, tax, or compliance issues arising from Customer’s reliance on Helios’ recommendations or automation features.

12. Security and Data Breach Disclaimer

Arc Line and North implements industry-standard data security protocols designed to protect Customer’s data. However, Customer acknowledges that no data transmission or storage is completely secure or free from the possibility of compromise. Customer explicitly agrees that Arc Line and North will not be held liable for any unauthorized access, data breaches, or cyber-attacks, except as required by applicable law. Customer is responsible for promptly notifying Arc Line and North of any suspected unauthorized access or security breaches involving the Service.

13. Insurance and Risk Management

Customer acknowledges that Arc Line and North does not provide insurance coverage of any kind related to Customer’s use of the Service. Customer is solely responsible for obtaining and maintaining appropriate business, cybersecurity, liability, regulatory, and any other applicable insurance coverage to protect against potential risks and liabilities arising from the use or reliance on Helios.

14. Third-Party Integrations and API Usage

Helios may integrate with third-party applications and services via APIs or other connection methods. Arc Line and North makes no warranty or representation regarding these integrations’ functionality, availability, security, accuracy, or ongoing compatibility. Customer expressly acknowledges that Arc Line and North bears no liability whatsoever for interruptions, data loss, inaccuracies, or other issues resulting from third-party integrations. Arc Line and North reserves the right to suspend or discontinue third-party integrations or APIs at any time without liability.

15. Intellectual Property Rights to AI-generated Content

Customer acknowledges that certain outputs, recommendations, decisions, summaries, content, or reports generated by Helios through artificial intelligence ("AI-Generated Content") remain the exclusive intellectual property of Arc Line and North, provided that no confidential or personally identifiable Customer data is disclosed. Arc Line and North grants Customer a limited, non-exclusive, non-transferable right to use AI-Generated Content solely for Customer’s internal business purposes. Customer may not sublicense, sell, distribute, or otherwise exploit AI-Generated Content commercially without Arc Line and North's express written consent.

16. Arbitration and Class Action Waiver

Customer and Arc Line and North agree that any disputes arising under or related to this Agreement or the use of Helios will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in New Castle County, Delaware. Customer agrees to waive any right to participate in a class-action lawsuit or class-wide arbitration against Arc Line and North, and agrees that disputes will be arbitrated individually.

17. Right to Monitor and Audit

Arc Line and North reserves the right, but has no obligation, to monitor Customer’s use of Helios to ensure compliance with these Terms of Service. Customer agrees that Arc Line and North may conduct audits to confirm adherence to usage limitations, account sharing restrictions, and compliance with applicable laws. Customer agrees to cooperate with such audits, providing reasonable access and documentation upon request. Failure to comply with audit requests may result in suspension or termination of Customer’s access.

18. Export Compliance

Customer acknowledges that Helios and any related technology or content may be subject to U.S. export control laws and regulations. Customer agrees to comply with all applicable export laws and regulations and warrants that it will not export, re-export, or transfer Helios or related materials to restricted parties, countries, or otherwise in violation of applicable law.

19. Right to Suspend or Terminate Access

Arc Line and North reserves the right, at its sole discretion and without prior notice, to suspend, restrict, terminate, or otherwise deny Customer’s or any User’s access to the Service at any time, for any reason or no reason, including but not limited to Customer’s or Users':

Violation of this Agreement or any related policies;
Usage that, in Arc Line and North’s sole judgment, is detrimental to the security, integrity, availability, or operation of Helios;
Usage that violates applicable laws, regulations, or third-party rights;
Actions or behaviors that negatively impact other Customers, Users, or Arc Line and North’s business interests or reputation.

Customer acknowledges and agrees that Arc Line and North bears no liability whatsoever arising from or related to any suspension or termination of access pursuant to this section. Upon such termination or suspension, Customer’s right to use the Service immediately ceases, and Arc Line and North may delete or restrict access to User Content, data, or information without liability.

20. Medical, Financial, and Legal Decision-Making Disclaimer

Customer expressly acknowledges and agrees that Helios is not intended to provide professional medical, financial, legal, tax, or regulatory compliance advice, diagnosis, or treatment. Any recommendations or insights provided by Helios related to these domains are general informational suggestions only. Customer agrees never to rely on Helios for critical decisions involving health, legal compliance, financial investment, taxation, or other regulated or sensitive areas without first consulting qualified, licensed professionals. Arc Line and North explicitly disclaims any liability arising from Customer's reliance upon Helios’ suggestions in these sensitive or regulated domains.

21. Customer Warranty of Authority and Legality

Customer explicitly warrants and represents that Customer and its Users possess full legal authority, rights, and permissions to upload, store, and process User Content through Helios. Customer warrants that no User Content or Customer activities on the Service will violate applicable laws or regulations, infringe upon third-party intellectual property rights, or constitute prohibited or unethical business practices. Customer agrees to indemnify Arc Line and North fully for all losses or damages arising from Customer’s breach of this warranty.

22. Changes to Terms and Customer’s Obligation to Review

Arc Line and North reserves the right, at its sole discretion, to modify, amend, or replace any part of these Terms at any time. Such changes become effective immediately upon posting. Customer acknowledges it is Customer’s sole responsibility to review these Terms periodically. Continued use of Helios after modifications constitutes Customer’s express acceptance and consent to the revised Terms. Arc Line and North bears no obligation to individually notify Customers of such updates, though reasonable attempts may be made.

23. No Guarantee of Business Outcomes or Results

Customer explicitly acknowledges that Arc Line and North makes no guarantee or warranty regarding any specific business outcome, success, growth, profit, efficiency improvement, regulatory compliance, or other results arising from use of the Service. The Service, including all recommendations, analytics, automations, or AI-generated insights, is provided strictly on an "as is" basis. Customer agrees that any reliance on the Service is solely at Customer’s own risk, and Arc Line and North will bear no liability whatsoever for failure to achieve desired business outcomes or for negative outcomes resulting from such reliance.

24. Customer Data Backup Obligation

While Arc Line and North implements reasonable measures for data protection, Customer explicitly acknowledges sole responsibility for regularly backing up all critical Customer data and User Content uploaded or processed by Helios. Arc Line and North will have no liability for any loss, corruption, or unavailability of data or User Content, including but not limited to cases resulting from system failures, software errors, hacking, cybersecurity breaches, accidental deletion, service outages, or other events beyond Arc Line and North’s direct control.

25. Acceptance of AI Ethics and Bias Disclaimer

Customer explicitly understands and accepts that AI-driven recommendations, insights, and automation features provided by Helios may unintentionally reflect biases inherent in the underlying data sets or algorithms. Arc Line and North actively seeks to mitigate biases and ethical concerns; however, Customer acknowledges that the complete elimination of biases is impossible. Arc Line and North disclaims all liability for any ethical, reputational, legal, or financial harm arising from perceived or actual biases in AI-generated content, suggestions, or automated decisions provided by the Service.

26. Independent Relationship Clarification

Nothing in this Agreement will create or imply any partnership, joint venture, fiduciary, agency, franchise, sales representative, or employment relationship between Arc Line and North and Customer. Neither party has authority to make or accept any offers, representations, or obligations on behalf of the other party. This explicit clarification protects Arc Line and North from being mistakenly considered jointly responsible or liable for Customer’s business activities or obligations.

27. Severability and Entire Agreement Clause

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or competent jurisdiction, the remaining provisions will remain in full force and effect. This Agreement constitutes the entire understanding and agreement between Arc Line and North and Customer, superseding all prior agreements or understandings, whether written or oral, relating to its subject matter. Any waiver of provisions or rights must be in writing and will not imply waiver of subsequent breaches.

28. Beta Features and Experimental Functionality Disclaimer

Customer acknowledges and agrees that Helios may from time to time include "beta" features or other experimental functionalities clearly identified as such ("Experimental Features"). These Experimental Features are provided for testing purposes only and may not function reliably or as intended. Arc Line and North provides Experimental Features strictly on an “as is” basis and expressly disclaims any and all warranties, liability, or obligation related to Customer’s use of Experimental Features. Customer assumes all risks associated with their use.

29. Assignment and Transfer

Customer may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without Arc Line and North’s prior written consent, which may be withheld at Arc Line and North’s sole discretion. Arc Line and North reserves the unrestricted right to assign or transfer this Agreement, including all rights and obligations, in whole or in part, without restriction and without providing prior notice. This clause ensures continuity and legal protection during potential future mergers, acquisitions, restructuring, or sale of Arc Line and North or its assets.

30. Notices and Communications

Customer agrees that Arc Line and North may provide all notices and communications regarding this Agreement electronically, including by email or notifications posted within the Service itself. Customer is solely responsible for maintaining accurate contact information within Helios. Arc Line and North bears no responsibility or liability whatsoever arising from Customer’s failure to receive critical communications due to inaccurate or outdated contact information.

31. Compliance with Privacy Laws and User Data

Customer acknowledges and agrees that it is solely responsible for complying with all applicable data protection, privacy laws, and regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any applicable international, federal, state, or local laws governing the collection, processing, storage, and use of personal information uploaded, stored, or otherwise managed through Helios ("Privacy Laws").

Customer explicitly warrants that any personal or sensitive data uploaded or processed by Customer or Users within Helios complies with all applicable Privacy Laws. Customer further acknowledges Arc Line and North acts solely as a data processor or service provider regarding Customer's data and explicitly disclaims all liability for Customer's non-compliance with Privacy Laws.

Customer agrees to indemnify, defend, and hold harmless Arc Line and North from all claims, regulatory fines, legal actions, or liabilities arising from or related to Customer’s or Users' failure to comply with Privacy Laws.

32. Limitation Period for Claims

Customer explicitly agrees that any claim or cause of action arising out of or related to use of Helios or this Agreement must be filed within one (1) year after such claim or cause of action arose, regardless of statutes or laws to the contrary. If a claim is not filed within this period, the claim shall be forever barred. Customer acknowledges and agrees that this limitation constitutes an essential term of this Agreement and is vital to Arc Line and North’s ability to manage risk and provide Helios effectively.

33. Response to Legal Requests for Customer Data

Customer acknowledges that Arc Line and North may be required to disclose Customer’s or Users’ data, User Content, or related information in response to lawful requests by public authorities, including to meet national security, law enforcement, or regulatory requirements. Arc Line and North bears no liability for disclosures made in good faith compliance with applicable law or regulations. Arc Line and North will make reasonable efforts, where legally permitted, to notify Customer promptly of any such request.

34. Customer Responsibility for User Training and Preventing Misuse

Customer explicitly acknowledges sole responsibility for adequately training all authorized Users in the proper use and operation of Helios, including all AI functionalities, integrations, and automated features. Customer agrees it will implement and enforce adequate internal policies, controls, training programs, and supervision measures designed to prevent misuse, misunderstandings, or operational errors by Users.

Customer further acknowledges Arc Line and North bears no responsibility and explicitly disclaims all liability arising from errors, damages, interruptions, regulatory violations, compliance issues, or any other negative outcomes resulting from improper or insufficient training, user oversight, or misuse of the Service by Customer or its Users. Customer agrees to indemnify and hold Arc Line and North harmless for any liability arising from inadequate training, oversight failures, misuse, or misunderstanding of Helios by Users.

35. Contact Information

For questions, notices, or any communication related to this Agreement, please contact us at:

Arc Line and North, LLC
Email: support@withhelios.com

All official notices under this Agreement must be provided in writing and sent to the email address listed above.

For assistance implementing or further refining these protections, please contact Arc Line and North directly.