Helium Website Terms of Use

Terms & Conditions

Helium Inc. ("Helium") operates this website (hereinafter, the "Site"), and the services related to or offered on the Site (hereinafter, the "Services"). Helium Services may include, without limitation, tools, applications, email services, bulletin and message boards, chat areas, news groups, forums, communities, and downloadable mobile applications related to the Site.By accessing and/or using the Site you agree to be bound by this Terms of Use Agreement (the "Agreement" or "Terms") and our Privacy Policy, whether you are a Visitor (which means that you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the services provided without being registered) or you are a [Member] (which means that you have registered with Helium). These Terms govern your use of any of the Site and Services that are provided by Helium. Please read these Terms with care before accessing or using the Site or Services.Helium reserves the right to modify the Terms at any time, in which case the revised Terms will appear on the Site. If you do not agree to be bound by all of these Terms, you may not access or use the Site or Services. Continued use of the Site after we post any such changes will constitute your acceptance of the Terms, as modified.Helium reserves the right to immediately prohibit, modify, or terminate use of or access to the Site at any time, without notice, for any reason whatsoever.

Intellectual Property Rights

The Site is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Helium, its affiliates and/or third parties.Helium is the exclusive owner of all the trademarks, names, logos, and trade dress used in this Site, including, but not limited to, Helium, the Helium logo, and Helium services ("the Trademarks"). Your use of this site does not grant you any rights in or interests to the Trademarks. The Trademarks shall not be used, modified, or otherwise reproduced without the express written permission of Helium. Any other third party marks or names used in this site are owned by their respective owners and Helium makes no representations of any kind with respect to such third party marks and names. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any content, including any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site.All copyright rights in this Site's content, including, but not limited to, graphics, videos, information, reports, and text (collectively, "the content"), is exclusively owned by or otherwise used by Helium under permission, and may only be used by you as set forth herein. Any other non-authorized use of the Site, including, but not limited to the reproduction, dissemination, distribution, or transmission thereof is strictly prohibited. You further agree not to alter or delete any proprietary notice from any materials, reports, or other information downloaded, copied, or printed from the Site. All rights are expressly reserved.

Your Representations, Warranties, and Obligations

• You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms.
• You represent and warrant that you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms.
• You represent and warrant that you will not delete any Content from the Sites.
• You acknowledge and agree that your use and access to the Site is solely at your own risk. You agree to abide by all applicable local, state, national, and international laws, and regulations, including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Site and Services.
• You understand that the confidentiality of any communication or material transmitted to/from the Site cannot be guaranteed. Accordingly, Helium is not responsible for the security of any information transmitted to or from the Site.

Message Boards, Posting, and Other Interactive Features

This Site may include interactive features, including, but not limited to, message boards, web logs, e-mail services, and areas that allow uploading of user-generated content (the "Interactive Features"). You are responsible for any material that you post on message boards or provide through any other Interactive Features on the Site.If we provide you with the ability to post or submitting any material (including, without limitation, text, photos, and videos) to the Site, and you choose to do so, you represent and warrant: (i) that you are the owner of the material, or that the owner of the material has consented to your use; and (ii) that you are eighteen years old or older. You will be solely responsible for any damages resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any uploading, posting, or submission.When you submit or post material, you grant Helium the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display it (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology. This grant shall include the right to exploit any proprietary rights in any such material. You also grant Helium, and anyone authorized by Helium, the right to identify you as the author of any of your postings or submissions by name, e-mail address, or member name, as we deem appropriate.We do not control the messages, information, or files that you or others may provide through the Site. This Site, including its Interactive Features, shall be used for lawful purposes only; you shall not:

• Engage in any conduct that, in our sole judgment, restricts or inhibits any other user from using or enjoying the Site.
• Post or transmit any material that violates our rights or the rights of others, including, without limitation, privacy rights, publicity rights, copyrights, trademark rights, patent rights, contract rights, or any other right.
• Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Interfere with or disrupt any servers or networks used to provide the Site, its Services, or its features, or disobey any requirements, procedures, policies, or regulations of the networks we use to provide the Site.
• Use the Site in an unlawful, threatening, or abusive manner, including without limitation, to promote racism, bigotry, hatred, or physical harm of any kind against any group or individual.
• Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining, or other illicit means.
• Obtain or attempt to obtain any materials or information not intentionally made available through this Site.
• Use the Site to post or transmit any vulgar, obscene, or otherwise objectionable information of any kind, including without limitation, any transmissions that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
• Use the Site to post or transmit any information, software, or other material that contains a virus or other harmful component.
• Use the Site to post, transmit, or in any way exploit any information, software, or other material for commercial purposes, or that contains advertising.
• Engage in advertising or commercial solicitation of any product or service, or to solicit donations of any kind on the Site, without our written consent.
• Gather for marketing purposes any e-mail addresses or other personal information that has been posted by other users of the Site.

We shall have the right, but no obligation, to monitor the content of the message boards or other Interactive Features to determine compliance with the Terms and any other operating rules we establish.We shall have the right in our sole discretion to edit, refuse to post, or remove any material submitted to or posted on the message boards or other Interactive Features of the Site. Notwithstanding this right, users shall remain solely responsible for the content of their messages.We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, or statement on the message boards or other Interactive Features of the Site, whether it is provided by Helium directors, officers, employees or agents, or a third party.We are not responsible for any offensive, defamatory, or obscene posting made on the message boards or other Interactive Features of the Site.We may disclose any information we believe necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are inappropriate, objectionable or in violation of the Terms.

Privacy, Registration and Passwords

To access certain features of the Site, we may ask you to provide personally identifiable information such as your (name, e-mail address, ZIP code, and date of birth) as well as information necessary to deliver and service our products. You agree to provide true, accurate, current, and complete information about yourself for any registration form located on the Site. If we suspect that information you provide is untrue, inaccurate, or incomplete, we may, in our sole discretion, suspend or terminate your account and refuse all current or future use of the Site. Helium use of any personally identifiable information you provide to Helium as part of the registration process is governed by the terms of our Privacy Policy. You may need a username and password to use certain features of the Site.Helium's privacy policy with respect to the collection and use of your personally identifiable information is linked on the front page and is incorporated by reference into these Terms. BY ACCESSING THE SITE AND/OR SERVICES, YOU AGREE THAT YOU ARE ACCEPTING OUR PRIVACY POLICY AND WILL COMPLY WITH ITS PROVISIONS.By registering on the Site, you agree that you will not (i) select or use a member name or e-mail address of another person with the intent to impersonate that person; (ii) use a user name or e-mail address subject to the rights of any person without authorization; (iii) use a member name in violation of the intellectual property rights of any person; or (iv) use a member name that we, in our sole discretion, deem inappropriate or offensive. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You will notify Helium immediately of any unauthorized use of your password or account or any other breach of security. We assume no liability for any loss or damage arising from any unauthorized use of your password or account by a third party.

Disclaimer of Warranties

The Site's Content, including the terms, conditions, and descriptions appearing therein, are subject to change at any time. The information and materials contained in the Site, including the Content, text, graphics, links or other items are provided AS IS and AS AVAILABLE. Helium does not warrant the accuracy, adequacy, or completeness of such content, information and materials and expressly disclaims liability for errors or omissions in this information and materials.NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN IN CONJUNCTION WITH THE SITE OR ITS CONTENT.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY COMPANIES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY COMPANIES OR AFFILIATES IS LIMITED TO THE GREATEST EXTENT THAT IT CAN BE LIMITED UNDER SUCH STATE LAW.IN NO EVENT WILL WE OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE OR RELATED ONLINE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE MESSAGE BOARDS OR OTHER INTERACTIVE FEATURES, OR OUT OF THE BREACH OF ANY WARRANTY.

Indemnification

You agree to indemnify and hold Helium and its subsidiaries, affiliates, officers, directors, agents, employees, partners and licensors harmless from any claim, damages, losses, costs, expenses or demands, including reasonable attorneys' fees, made by any third party due to or arising out of content contributions, unsolicited contributions, or anything else you submit, post, transmit, modify or otherwise make available through the Site, or by your access or use of the Site, or your violation of any rights of another.

Linking and Framing

You may establish a hypertext link to the Site, provided that the link does not state or imply any sponsorship of your site by Helium. However, you may not frame or inline link to any of the content of the Site, or incorporate into another Website or other service any of our material or intellectual property without the written permission of Helium.Helium is not responsible for information on any third party website that is referred in, or accessible or connected by hyperlink to, the Site. If you access any third party website through the Site or otherwise, you do so at your own risk. We are not responsible for the quality, accuracy, timeliness, reliability, or any other aspect of any product or service offered or provided by a third party. A merchant that offers or sells products or services through the Site may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

Copyright Policy

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Helium infringe your copyright, you or your agent may send to Helium a notice requesting that the material be removed or access to it be blocked.Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Helium actual knowledge of facts or circumstances from which infringing material or acts are evident.All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see //www.loc.gov/copyright for details. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of where the material that you claim is infringing is located on the Site or Service reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as your address, telephone number and, if available, your email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Helium's Copyright Agent for notice of claims of copyright infringement or counter notices can be reached as follows:

Helium 1663 Mission Street, Suite 250 San Francisco CA 94103 [email protected]

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Jurisdictional Issues

Helium makes no representation or warranty that the content and materials on the Site or the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Site or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Helium reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site or the Services to any person, geographic area or jurisdiction we so desire, and to limit the quantities of any such service or products that we provide.

Termination

We may, at any time and without notice, suspend, cancel, or terminate your right to use the Site (or any portion of the Site). In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the Site affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in the Terms, shall survive.

Governing Law

These Terms and the relationship between you and Helium shall be governed by and construed in accordance with the laws of the California, without regard to its conflict of law provisions except that the Arbitration provision at Paragraph 13 shall be governed by the Federal Arbitration Act.

Arbitration and Disputes

You and Helium irrevocably that If a dispute between you, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association before resorting to arbitration or any other dispute resolution procedure.If such mediation is not successful, any controversy or claim arising out of or relating to these Terms, or the breach thereof, or otherwise concerning the relationship between the parties shall be finally resolved by arbitration shall be settled by arbitration administered by the American Arbitration Association. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof over the relevant party or its assets. The arbitration shall take place in San Jose, California, or such other location as may be mutually-agreed to by the parties. The arbitration shall be conducted by one arbitrator, who shall be selected by agreement of the parties. Each party shall be responsible for paying half of the costs of the arbitration. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties and their counsel, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply if disclosure is required by law or in judicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award, provided that the parties agree to use best efforts to keep such disclosure confidential and agree, subject to court approval, to submit such disclosure to a court only under seal.Claims may not be brought in the arbitration proceeding by or on behalf of a purported class of claimants.This agreement to arbitrate shall constitute an irrevocable waiver of each party's right to a trial by jury, as well as of rights to discovery or to an appeal that would customarily be available in a judicial proceeding but that may be limited or unavailable in connection with such an arbitration.

Successors and Assigns

We may perform any of our obligations or exercise any of our rights under this Terms through one or more of our corporate affiliates (including any entity that directly or indirectly controls, is controlled by or is under common control with us). If Helium or its assets are acquired by another entity, that entity will assume our rights and obligations as described in this Terms. You may not assign your rights or obligations under this Terms, by operation of law or otherwise, without our prior written consent.

Other Terms

The Agreement constitutes the entire agreement between Helium and you with respect to the subject matter contained in the Terms and supersedes all previous and contemporaneous agreements, proposals, and communications, written and/or oral. You also may be subject to additional terms and conditions that may apply when you purchase and/or use the products or services of a third party that are provided on or through the Site. In the event of any conflict between any such third party terms and conditions and the Agreement, the Agreement shall govern. If any provision of the Agreement shall be found unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. The foregoing provisions of the Terms are for Helium's benefit and the benefits of Helium's affiliates, third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf.If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.