Terms of Service

These Terms of Service (“Terms”) govern access to and use of HelmPilot, a software service provided by Algorail AI, LLC, a Maryland limited liability company (“Algorail,” “we,” “us,” or “our”).

In these Terms:

• “Customer” means the individual or organization that purchases or otherwise obtains a HelmPilot workspace.
• “Authorized User” means an individual permitted by a Customer or by Algorail to access HelmPilot.
• “Order” means an invoice, purchase order, checkout, order form, or other written purchasing document covering HelmPilot.

By creating an account, accessing HelmPilot, participating in a guided evaluation, or accepting an Order that references these Terms, you agree to the provisions that apply to your use of HelmPilot.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not have that authority, you may accept these Terms only for yourself as an Authorized User.

If Algorail and a Customer enter into a separate written agreement covering HelmPilot, that agreement controls to the extent it conflicts with these Terms.

1. HelmPilot

HelmPilot is a software service designed to help research teams organize and track project commitments, milestones, deliverables, deadlines, progress, budgets, and reporting-related information.

HelmPilot is a project-oversight and project-management support tool.

It is not a legal, accounting, medical, research-compliance, regulatory-compliance, or other professional advisory service.

Customers remain responsible for:

• managing their projects;
• determining their grant, contract, sponsor, and institutional obligations;
• reviewing information produced by HelmPilot;
• determining the accuracy and completeness of information submitted to sponsors or other parties; and
• making project, financial, contractual, compliance, and research decisions.

2. Accounts and Authorized Users

You must provide accurate account information and keep your login credentials secure.

You are responsible for activity performed through your account except to the extent caused by Algorail’s failure to maintain reasonable security controls.

You may not:

• share login credentials in a manner that circumvents applicable workspace or user limits;
• allow unauthorized persons to use your account; or
• attempt to obtain access to another customer’s workspace or information.

You must be at least 18 years old to use HelmPilot.

A Customer may identify personnel or collaborators who are permitted to use its workspace. Authorization to use a workspace does not by itself give an Authorized User authority to purchase services or legally bind the Customer’s organization.

3. Guided Evaluations

Algorail may provide a guided evaluation before purchase.

Unless otherwise agreed in writing:

• the evaluation lasts 14 days;
• the evaluation begins when Algorail has made the workspace usable and the initial project materials selected for the evaluation have been processed;
• the evaluation is intended to determine whether HelmPilot is useful for the Customer’s project; and
• no purchase is required at the end of the evaluation.

Algorail may extend an evaluation at its discretion when there is a specific reason to do so.

If a Customer decides to purchase but institutional procurement or payment is still underway, Algorail may continue access while that process is active. That status is not considered an extension of the evaluation period.

Algorail may restrict or end an evaluation if:

• HelmPilot is misused;
• prohibited information is submitted;
• the evaluation creates an unreasonable security, legal, or operational risk; or
• the prospective Customer is not actively participating in the agreed evaluation process.

4. Paid Subscriptions and Orders

Paid subscriptions are governed by the applicable Order.

Unless an Order says otherwise:

• a subscription is purchased for a one-year term;
• payment is due annually in advance;
• subscriptions do not automatically renew; and
• renewal requires a new invoice, purchase order, written approval, secure online payment, or other agreed purchasing action.

Algorail may change pricing for future subscription terms.

A pricing change does not alter the amount already agreed for an existing paid term.

Different workspace configurations, additional projects, institutional arrangements, or additional capabilities may be priced separately if agreed before purchase.

5. Payment and Taxes

Customers agree to pay the fees stated in the applicable Order.

Algorail may accept payment by methods including:

• credit card;
• ACH or electronic bank payment;
• invoice;
• purchase order; or
• another method agreed by Algorail.

Fees are exclusive of applicable sales, use, or similar transaction taxes unless the Order states otherwise.

If a Customer claims tax-exempt status, the Customer is responsible for providing reasonably requested exemption documentation.

Algorail may rely on tax information and exemption documentation supplied by the Customer unless Algorail has reason to believe that information is incorrect.

Customers are not responsible for taxes imposed on Algorail’s net income.

6. Cancellation and Refunds

The guided evaluation is intended to allow a prospective Customer to determine whether HelmPilot fits its needs before purchasing.

Unless required by law or stated otherwise in an Order:

• paid annual subscriptions are non-refundable once the paid subscription term begins;
• subscriptions do not automatically renew; and
• a decision not to renew does not create a refund for the current paid term.

If Algorail terminates a paid subscription without cause before the end of the paid term, Algorail will refund the unused portion of prepaid subscription fees on a prorated basis.

Additional details may appear in Algorail’s published Refund & Cancellation Policy.

7. Customer Content

“Customer Content” means documents, project information, text, data, contact information, budgets, and other materials that a Customer or its Authorized Users provide to or maintain in HelmPilot.

As between the Customer and Algorail, the Customer retains its rights in Customer Content.

A Customer grants Algorail a limited right to host, copy, transmit, analyze, process, and otherwise use Customer Content only as reasonably necessary to:

• provide and operate HelmPilot;
• perform processing requested by the Customer;
• generate HelmPilot results and outputs;
• support and troubleshoot the service;
• maintain the security and integrity of the service; and
• comply with applicable law.

Algorail does not acquire ownership of Customer Content merely because the Customer uses HelmPilot.

The Customer is responsible for ensuring that it has the right to provide Customer Content to HelmPilot.

8. Information Appropriate for HelmPilot

HelmPilot is designed to process ordinary professional and project information used to manage research projects and grants.

Appropriate information may include:

• names of investigators, project personnel, collaborators, and institutional contacts;
• institutional or business email addresses;
• professional or project-related telephone numbers, including mobile numbers used for project collaboration;
• roles, affiliations, and organizational information;
• grant proposals and related project documents;
• statements of work;
• milestones and deliverables;
• reporting requirements;
• project decisions and progress information;
• project-level budgets and cost information;
• planned personnel effort and labor categories;
• reports and reporting-support information; and
• other information reasonably related to normal project execution, oversight, collaboration, and reporting.

Some of this information may identify an individual. That fact alone does not make it inappropriate for HelmPilot.

HelmPilot is not intended to serve as a human-resources, payroll, medical-record, student-record, clinical-research, or regulated-data repository.

9. Restricted and Prohibited Data

HelmPilot is not currently designed or authorized for regulated or unusually sensitive personal, research, financial, or government information.

Unless Algorail expressly agrees otherwise in a separate written agreement, Customers and Authorized Users must not submit, store, or process through HelmPilot:

• Controlled Unclassified Information (CUI), including Controlled Technical Information;
• export-controlled technical data or other information subject to ITAR, EAR, or similar restrictions;
• protected health information or other medical or health information about identifiable individuals;
• identifiable human-subject research data, including participant-level interview, survey, clinical, observational, or study records;
• student education records subject to FERPA;
• Social Security numbers;
• passport numbers;
• driver’s-license numbers or comparable government identifiers;
• bank-account credentials;
• full payment-card information;
• personal financial-account information;
• passwords;
• authentication secrets;
• private cryptographic keys;
• payroll records;
• employee tax records;
• employee benefits records;
• personnel or HR files; or
• other information requiring security, regulatory, contractual, or compliance controls that Algorail has not expressly agreed in writing to provide.

Compensation and budget information

Project budgets and budget justifications are appropriate HelmPilot content.

Information about an individual’s salary, compensation, planned effort, or labor cost that appears as part of an otherwise appropriate proposal, budget, budget justification, or project record is not prohibited solely because it can be associated with an identifiable project participant.

HelmPilot should not, however, be used to maintain payroll records, compensation histories, tax information, benefits records, or other personnel records whose primary purpose is employment or human-resources administration.

If you are uncertain whether particular information is appropriate for HelmPilot, contact Algorail before submitting it.

Algorail may restrict processing, remove information, or require its removal if Algorail reasonably determines that information falls outside HelmPilot’s intended data-handling scope.

10. Acceptable Use

You may not use HelmPilot:

• unlawfully;
• to infringe or violate another person’s intellectual-property, privacy, confidentiality, or other rights;
• to gain unauthorized access to systems or information;
• to interfere with or disrupt HelmPilot or its underlying infrastructure;
• to probe, attack, bypass, or circumvent security or usage controls;
• to distribute malware or malicious code;
• to impersonate another person or organization;
• to use automated methods in a manner that materially harms or overloads the service;
• to extract, reverse engineer, or reproduce HelmPilot except to the extent such restriction is prohibited by law; or
• to submit information prohibited by Section 9.

Additional requirements may appear in Algorail’s published Acceptable Use Policy.

11. AI-Assisted Features and Customer Content

HelmPilot uses automated and AI-assisted processing to identify, organize, extract, summarize, and analyze project information.

Algorail may use different foundation models, model providers, or managed AI services over time based on factors such as capability, reliability, security, availability, and cost.

Algorail will not knowingly configure an AI service so that Customer Content submitted through HelmPilot is used to train or improve a general-purpose foundation model.

Algorail will not use Customer Content to train or fine-tune a HelmPilot-specific foundation model, and will not add Customer Content to a reusable AI training or evaluation dataset, unless the Customer has given permission.

Algorail may use Customer Content as reasonably necessary to provide, support, troubleshoot, secure, and improve the Customer’s use of HelmPilot. This may include investigating extraction or processing errors and improving HelmPilot based on what Algorail learns while providing support, without adding the Customer’s confidential content to a reusable training or evaluation dataset.

Algorail may create synthetic, anonymized, or generalized examples derived from operational lessons, provided those examples do not reproduce or disclose Customer Content or Customer confidential information.

AI-assisted features can make mistakes.

Customers and Authorized Users are responsible for reviewing generated or extracted information before relying on it for:

• sponsor reporting;
• contractual performance;
• project decisions;
• budget or financial decisions;
• compliance determinations; or
• other consequential purposes.

Algorail does not warrant that automated extraction or AI-generated information will always be complete or accurate.

Subject to applicable law and third-party rights, a Customer may use outputs generated for its workspace for its own project and organizational purposes.

Additional information about the AI services currently used by HelmPilot and their data-handling practices may be described in Algorail’s Privacy Policy or security documentation.

12. Privacy and Usage Information

Algorail collects and processes information necessary to provide, secure, support, and improve HelmPilot.

Information about Customer Content, product-usage telemetry, security and diagnostic information, payment-related information, and Algorail’s data-handling practices is described in the Privacy Policy.

13. Confidentiality

Each party may receive non-public information belonging to the other party.

Each party agrees to:

• use the other party’s confidential information only as reasonably necessary for the relationship;
• take reasonable measures to protect it from unauthorized use or disclosure; and
• disclose it only to personnel, contractors, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Customer Content is the Customer’s confidential information.

Algorail may provide Customer Content to service providers acting on Algorail’s behalf only as reasonably necessary to provide, secure, or support HelmPilot.

A party may disclose confidential information when required by law, subpoena, court order, public-records requirement, or other valid legal process.

Where legally permitted, the receiving party will provide reasonable notice before making a compelled disclosure.

Confidential information does not include information that:

• becomes public through no breach of these Terms;
• was already lawfully known without a confidentiality restriction;
• is lawfully obtained from another source without a confidentiality obligation; or
• is independently developed without use of the other party’s confidential information.

14. Algorail Intellectual Property

Algorail and its licensors retain all rights in HelmPilot, including its:

• software;
• interfaces;
• designs;
• documentation;
• methods;
• workflows;
• models and prompts created by Algorail;
• algorithms; and
• underlying technology.

These Terms do not transfer ownership of HelmPilot to a Customer or Authorized User.

A paid subscription provides only the right to use HelmPilot during the applicable subscription term and subject to these Terms and the applicable Order.

15. Feedback

If a Customer or Authorized User voluntarily provides suggestions, ideas, comments, or other feedback about HelmPilot, Algorail may use that feedback to improve its products and services without restriction or payment.

This feedback right does not give Algorail ownership of:

• Customer Content;
• grant proposals;
• research results;
• project information; or
• the Customer’s confidential information.

16. Third-Party Services and Infrastructure

HelmPilot relies on third-party and managed service providers for portions of its infrastructure and operation, including cloud infrastructure, payment processing, and AI-assisted processing.

Algorail may change those providers as the service evolves, provided that doing so does not materially reduce the data-protection commitments made in these Terms.

Algorail remains responsible for its obligations under these Terms but does not control the independent operation of third-party infrastructure providers.

A current description of material service providers and relevant data-processing practices may be provided through Algorail’s Privacy Policy, security documentation, or trust materials.

Payment-card and bank-payment credentials should be provided through Algorail’s designated payment provider rather than entered into HelmPilot.

17. Service Availability and Changes

Algorail may modify HelmPilot as the service evolves.

Algorail will not intentionally remove material paid functionality during an active subscription term without a reasonable business, security, legal, or technical reason.

HelmPilot may occasionally be unavailable because of:

• maintenance;
• service-provider outages;
• security events;
• technical failures;
• upgrades; or
• circumstances outside Algorail’s reasonable control.

Unless separately agreed in writing, HelmPilot is not provided with a contractual uptime service-level agreement.

Algorail does not guarantee uninterrupted or error-free operation.

18. Subscription Expiration, Grace Period, and Data Deletion

Unless an Order states otherwise, a paid HelmPilot subscription ends on its paid-through date unless renewed.

For subscriptions that expire without renewal:

1. Algorail will provide a 14-day renewal grace period following the paid-through date.
2. If the subscription is not renewed, the workspace may then be placed in read-only status for up to 30 additional days so that the Customer can retrieve needed information.
3. After that period, Algorail may delete Customer Content from active systems.

Algorail does not intend to retain inactive customer workspaces indefinitely.

Deletion from backups may occur later as backups age out through Algorail’s normal backup-retention processes.

Algorail may retain limited records reasonably necessary for:

• accounting;
• tax administration;
• fraud prevention;
• security;
• dispute resolution;
• legal obligations; or
• documentation of the commercial relationship.

Those retained business records do not create a right for Algorail to continue using expired Customer Content for product purposes.

If an institutional purchasing process is actively underway and the parties have agreed to continue service pending procurement, Algorail may defer expiration or deletion while that process remains active.

19. Suspension and Termination

Algorail may suspend or terminate access if:

• required fees remain unpaid;
• a Customer or Authorized User materially breaches these Terms;
• prohibited data is submitted;
• use of HelmPilot creates a material security, operational, or legal risk;
• continued service would violate applicable law or a binding legal requirement; or
• HelmPilot is used in a manner that materially harms the service, Algorail, or other users.

When reasonably practical, Algorail will provide notice and an opportunity to correct the issue before terminating a paid subscription.

Either party may terminate an Order for a material breach that is not corrected within a reasonable period following written notice.

Termination does not eliminate payment obligations that arose before termination.

Sections that by their nature should survive termination—including ownership, confidentiality, payment obligations, warranty disclaimers, liability limitations, and governing-law provisions—continue after termination.

20. Disclaimer of Warranties

To the maximum extent permitted by law, HelmPilot is provided “as is” and “as available.”

Algorail disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent those warranties may legally be disclaimed.

Algorail does not warrant that HelmPilot will:

• operate without interruption or error;
• identify every project commitment, obligation, deadline, discrepancy, or risk;
• produce error-free AI-generated or extracted information;
• prevent every security incident;
• ensure successful project performance; or
• ensure compliance with a grant, contract, sponsor requirement, law, regulation, or institutional policy.

Nothing in these Terms excludes a warranty or right that applicable law does not permit the parties to exclude.

21. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from these Terms or HelmPilot, including lost profits, lost revenues, or lost business opportunities.

To the maximum extent permitted by law, Algorail’s total aggregate liability arising from or relating to HelmPilot, these Terms, or an applicable Order will not exceed the amount paid to Algorail for the affected HelmPilot workspace during the 12 months preceding the event giving rise to the claim.

For a claim arising solely from a free guided evaluation for which no fees have been paid, Algorail’s aggregate liability will not exceed $100.

These limitations do not apply to the extent applicable law prohibits their limitation.

22. Governing Law and Disputes

Unless a separate written agreement provides otherwise, these Terms are governed by the laws of the State of Maryland, without regard to its conflict-of-law rules.

Before initiating formal legal proceedings, the parties agree to make a reasonable effort to resolve disputes informally.

Unless applicable law requires otherwise, legal proceedings arising from these Terms or HelmPilot will be brought in a court of competent jurisdiction in Maryland.

Nothing in this section requires a public institution to agree to a governing-law or venue provision that it is legally prohibited from accepting. Any different legally required provision must be documented in the applicable Order or separate written agreement.

23. Changes to These Terms

Algorail may update these Terms as HelmPilot evolves.

If a change materially affects an existing paid Customer’s rights or obligations, Algorail will provide reasonable notice.

Unless required by law or reasonably necessary to address a security issue, a material change to these Terms will not substantially alter the commercial terms of an existing paid subscription during its current term without the Customer’s agreement.

The Terms in effect when a new subscription term begins will apply to that term unless a separate agreement provides otherwise.

24. General Terms

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision does not waive the right to enforce it later.

A Customer may not assign a paid subscription to another organization without Algorail’s consent.

Algorail may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, or sale of substantially all assets related to HelmPilot.

Neither party is responsible for a failure or delay caused by circumstances beyond its reasonable control.

Headings are provided for convenience and do not affect interpretation.

These Terms, together with the applicable Order and policies incorporated by reference, constitute the agreement governing use of HelmPilot unless Algorail and the Customer enter into a separate written agreement.

25. Contact

Questions about these Terms may be directed to:

Algorail AI, LLC
Maryland, United States
info@algorail.ai