Heleum User License Agreement

Introduction

Below are the Terms and Conditions for use of heleum.com. Please read these carefully as they apply to all phases of the app If you need to contact us regarding any aspect of the following terms of use of our website, please contact us at the following email address - support@heleum.com.

By accessing the content of heleum.com (hereafter referred to as “WEBSITE”) you agree to the terms and conditions set out herein and also accept our Privacy Policy. If you do not agree to any of the terms and conditions you should not continue to use the WEBSITE and should leave immediately.

You agree that you shall not use the WEBSITE for any illegal purposes, and that you will respect all applicable laws and regulations.

You agree not to use the WEBSITE in a way that may impair the performance, corrupt or manipulate the content or information available on the WEBSITE or reduce the overall functionality of the WEBSITE.

You agree not to compromise the security of the WEBSITE or attempt to gain access to secured areas of the WEBSITE or attempt to access any sensitive information you may believe exist on the WEBSITE or server where it is hosted.

You agree to be fully responsible for any claim, expense, losses, liability, costs including legal fees incurred by us arising from any infringement of the terms and conditions in this agreement and to which you will have agreed if you continue to use the WEBSITE.

The reproduction, distribution in any method whether online or offline is strictly prohibited. The work on the WEBSITE and the images, logos, text, files, code, videos, and other such information is the property of heleum.com unless otherwise stated.

Disclaimer

Though we strive to be completely accurate in the information that is presented on our site, and attempt to keep it as up to date as possible, in some cases, some of the information you find on the WEBSITE may be slightly outdated.

Heleum LLC reserves the right to make any modifications or corrections to the information you find on the WEBSITE at any time without notice.

Heleum LLC (Heleum) does not give currency trading or strategy advice, including buy, sell, or hold recommendations. Any communication from Heleum personnel relating to the operation of Heleum is only intended for informational purposes, for consideration by users and their financial advisors based on their independent assessments. Unique trading experiences and past performance do not guarantee future results. No results are guaranteed, whether or not in relation to unique trading experiences and past performance. Before exchanging financial values or currencies on a live exchange account, you should review the strategy in detail or in simulation mode and speak with your CPA or financial representative or analyst to ensure that the strategy is suitable for your investment profile.

Uphold is an online reserve on which the Heleum app operates. Heleum and Uphold are separate, unaffiliated companies and are not responsible for each other's products and services. Heleum cannot currently operate for residents of the State of New York as Uphold has not been issued a Bitlicense by the New York State Department of Financial Services.

Heleum is not affiliated with any other advisory firm or financial/investment website. Many investment advisors may utilize the Heleum platform or assist clients with their Heleum strategies, but Heleum is not affiliated with these investment advisors or websites.

It is recommended that you carefully read these terms and conditions of use (the "AGREEMENT") that shall govern your access to and use of the Heleum online service (the “SERVICE”) and financial tools (the “TOOLS”). If you are executing this AGREEMENT on behalf of a company, you represent that you have the authority to bind the company to this AGREEMENT. If you do not have such authority, or if you do not understand, accept and agree with all of the terms and conditions of this AGREEMENT, you will not be granted further access to the SERVICE and TOOLS and may not use the SERVICE in any manner. You must accept the terms of this privacy policy in order to access Heleum content.

User Account and Password:  The User shall propose, and Heleum shall approve and assign, a unique username and password to access pages at this Site regarding the use and utilization of the financial information.  The User shall also have the opportunity to change such username and password from time to time in accordance with Heleum’s security policies.  The User may not authorize any other person or party to access the site using the User’s username and password, except upon the express written permission of Heleum, in Heleum’s sole discretion, whereupon each such person shall become an “Authorized User”.  The User acknowledges and agrees that the User and any individuals Heleum authorizes to access and use and utilize this site and the financial information hereat with the User’s username and password shall be responsible for maintaining the confidentiality of the username(s) and password(s), and to the extent caused by, arising from or attributable to the acts and omissions of the User, or the User’s agents, employees, representatives or other parties for whom the User is legally responsible, including without limitation any Authorized User, the User shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of the site, or any financial information, and access to, integrity of and loss of any the User’s personal information.  If the User uses or causes anybody to use the site, User agrees to accept responsibility for all activities that occur under the User’s account, username and/or password.  Heleum reserves the right to refuse service, terminate accounts, or remove or edit content, including without limitation the User’s personal information, in Heleum’s reasonable discretion.  The User’s username, account and password are non-transferable, except upon written agreement by Heleum, in Heleum’s sole discretion, and may not under any circumstances be shared.  The User agrees to (a) maintain all equipment necessary for the User’s access to and use of this Site; (b) maintain the security of the User’s user account identification, username, password, personal information and any other of the User’s confidential information relating to the User’s account at the site; and (c) take responsibility for all charges resulting from use of the User’s account at the site, including without limitation those pertaining to any unauthorized use prior to the User’s notifying Heleum of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting Heleum to change the User’s username and password.

Heleum may change these Terms of Use at any time without notice. Changes will be posted at https://www.heleum.com. Your use of the WEBSITE after any changes have been posted will constitute your AGREEMENT to the modified Terms of Use and all of the changes. Therefore, you should read these Terms of Use from time to time for changes.

Last Revised: 09-04-2017

Terms and Conditions

AGREEMENT to all of the following:

Heleum App Terms

☑ I understand that Heleum reserves the right to a performance fee of gains accrued above my principal (net amount of deposits and withdrawals) as a result of using the Heleum app, primarily sent to Heleum via the Uphold API when gains are calculated as a result of a balloon returning to base currency. The default fee is 50% of gains. Heleum may offer various incentives which can reduce or eliminate the fee permanently or temporarily.

☑ I understand that the Heleum app does not work with stocks, commodities, futures, options, etc, but only with virtual tokens of fiat currencies or cryptocurrencies, including but not necessarily limited to Bitcoin, Litecoin, and Ether; on Uphold.com.

☑ I understand that Heleum cannot currently operate for residents of the State of New York as Uphold has not been issued a Bitlicense by the New York State Department of Financial Services.

☑ I understand that I can check if a currency is exchanged using the Heleum app by going to the Heleum.com/what page and checking the list of currency symbols and names.

☑ I understand that for live currency conversion accounts, the Heleum app only works with the following online partner(s): https://Uphold.com.

☑ I understand that Heleum does not make buy, sell, or hold recommendations.

☑ I understand that Heleum does not make guarantees of profitability, short term or long term results, functionality, efficiency, convenience or fitness for the purposes intended by the user from usage of the Heleum app.

☑ I understand that the default strategy provided is a developer-generated strategy and comes with no guarantees of profitability.

☑ I understand that Heleum does not guarantee currency exchange profitability.

☑ I understand that Heleum app support is only available according to the technological and linguistic variables over which Heleum has no control and for which Heleum does not assume any responsibility.

☑ I understand that if I want to cancel my Heleum account, I am NOT entitled to a refund of any performance fee already paid to Heleum.

☑ I acknowledge that Heleum neither gives financial advice, on any security or class of securities, nor buy or sell advice, nor specific strategy advice relating to my particular situation.

☑I understand when connecting with Uphold, additional fees might be incurred by Uphold's platform. I should consult with the Uphold directly for clarification and understanding of all account and conversion fees before opening an Uphold account. See Uphold’s pricing page here with the understanding that in the event of any conflict or inconsistency between the Heleum user terms and the Uphold user terms, the Heleum user terms govern and take precedence.

☑ I understand that if I choose to open a live Heleum app account, that I must create a Verified Uphold account. By default, Uphold accounts that are not Verified are significantly limited in their potential functions. Verifying your Uphold account removes many of those limitations. You can learn more about Uphold account verification by clicking here.

☑ I understand that I will also need to authorize Heleum to have enumerated privileges to access my Uphold Account via the Uphold API. Uphold provides an Open API so that developers can connect applications which can be used to provide new features and services to Uphold members. To use connected applications, Uphold users must agree to grant the permissions requested by the application. You will see the list of permissions requested by Heleum before authorizing the SERVICE. You can review the list of permissions at any time after authorizing the Heleum app by clicking on ‘Heleum LLC’ here.

☑ I confirm my clear understanding that all presentations, discussions, illustrations, or suggestions I have overheard, or have had or will have with Heleum support staff do not constitute any binding promises or investing or trading advice.

1. Privacy Policy:

Heleum's privacy policy describes how Heleum treats your personal details information that is collected when you visit the Heleum web site. Our detailed Privacy Policy can be viewed by clicking here. For many services, Heleum requires registration. Information is required for account set-up and to enable us to provide the maximum quality of service. Member contact information is used to send information about our company and promotional materials sent from Heleum. We may contact customers for customer satisfaction surveys, payment related issues, and product needs related issues. We may use this information to help answer your customer service requests. We may also use this information to improve our services, to inform you of additional products or services that may be of interest to you, for marketing purposes, and other internal purposes. For administrative purposes, we may provide information to third-parties from whom Heleum may license content to enhance our products and services. Heleum does not, under any circumstances, sell, trade or rent your personal details to any third party. Heleum cannot be held responsible for the content or the privacy policies of external websites to which we may link. Heleum is not responsible for the use of any personal information by any third parties to whom Heleum has provided that personal information for permitted purposes.

User Personal Information and Portfolio Data: The User shall have the sole responsibility to input and maintain the User’s personal information constituting the User’s portfolio data at the site.  Such data, all of which is incorporated into and integrated with this AGREEMENT by this reference, shall under all circumstances include updated identification of the User and each Authorized User, together with their most recent addresses, telephone numbers and e-mail addresses.  The User shall maintain all of the User’s personal information at the site, including periodically checking and testing to ensure that all portfolio data is maintained and up to date.  Heleum shall exercise reasonable efforts to secure the User’s portfolio data, but Heleum shall not maintain, test or alter the User’s portfolio data in any way.  Except as otherwise expressly provided in this AGREEMENT, Heleum does not warrant that any of the User’s portfolio data shall be maintained or up to date in any manner, and Heleum shall not have any responsibility for any mistaken provision of financial information due to the User’s failure to maintain and update the User’s portfolio data as appropriate.  Specifically, the User shall remain solely responsible for all errors or problems in the User’s portfolio data impacting functionality of the site or the financial information.  Any User portfolio data uploaded to the site shall be for the sole use by the User, each Authorized User, and Heleum, provided that Heleum will not share any such User portfolio data with any other user, customer or any third party except as authorized under this AGREEMENT and as reasonably needed to operate and maintain the site and perform services in connection therewith.

2. Information This Privacy Policy Does Not Apply to:

This privacy policy does not apply to information collected about you by anyone except Heleum. Any information you provide when you visit websites other than https://heleum.com, or when you purchase or use any products or services that may be offered or advertised on https://heleum.com by companies other than Heleum, is subject to the privacy policies of the third party organizations who run and/or own these websites.

3. Web Site Usage Information:

Heleum automatically collects IP addresses and website usage information from you when you visit the https://heleum.com web site. This information helps us evaluate how our users navigate and use our WEBSITE. Heleum may share or disclose personal information about you to other companies or individuals when:

3.1) we have your consent to share the information

3.2) we utilize third party service providers to provide products, services or functions on our behalf (such as sending emails or processing credit cards), and require these service providers to agree to maintain the confidentiality of your personal information and not to use your personal information for any reason except to carry out the purpose(s) for which we hired them

3.3) we need to protect our legal rights (for example, if we are trying to collect money you owe us or we are trying to enforce our User AGREEMENT or other agreement with you)

3.4) we must comply with applicable laws, regulations, or legal or regulatory process; or

3.5) in connection with a sale, merger, transfer, exchange, or other disposition (whether of assets, stock, or otherwise) of all or a portion of the Heleum business.

4. Confidentiality and Intellectual Property:

This SERVICE, including but not limited to text, content and graphics, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The SERVICE is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, and other elements making up the SERVICE are also copyrighted works. You agree to abide by all additional copyright notices or restrictions contained in the financial data provided. Limited License: Heleum grants the User a non-exclusive, limited license to access and make use of the site for legal purposes and uses and that are otherwise permitted by this AGREEMENT, namely to access, use and utilize the information, including the financial information, through this site, solely for the purposes set forth in this AGREEMENT.  This license does not include any resale or commercial use of the site or its contents or any materials or information at the site (including without limitation any financial information); any collection and use of any listings, descriptions or prices, whether or not related to any such information; any derivative use of the site or its contents, or any such information except as expressly set forth in this AGREEMENT; any downloading or copying of account information for the benefit of another person or entity; or any use of data mining, robots, or similar data gathering and extraction tools.  Except as expressly approved in writing by Heleum in Heleum’s sole discretion and consistent with this AGREEMENT, the User shall not:  (a) sell, resell, sublicense, assign, share or otherwise allow the use of the site, or any content or information herein, hereof, or hereat, by or for the benefit of any other person, entity or group; (b) download, copy, modify, publish, transmit, create derivative works from or in any way duplicate, replicate, extract or transfer any content or information at the site or made available through the site, including without limitation the financial information; or (iii) use or utilize the site or information for any purpose whatsoever other than as expressly provided by Heleum at the site.

In connection with this AGREEMENT, and the User’s use and utilization of the information, including without limitation the financial information, at, by and through the site, Heleum might provide, and the User might receive, certain “Confidential Information” concerning one or more businesses, products, materials and/or services of Heleum (collectively, the “Heleum Items”), which Heleum deems to be highly proprietary and valuable.

(a)                Scope of Confidentiality Protection.  For the purpose of this Section _____, “Confidential Information” shall include all information, whether written or oral, that is prepared, uniquely known and/or provided by Heleum, any member or principal of Heleum, and/or any affiliate, parent, subsidiary, principal, member, officer, director, employee, agent, representative, predecessor, successor or assign of any of them that is not the User (collectively, the “Heleum Parties”, and each a “Heleum Party”), including without limitation that related to prospective development of the Heleum Items, or any of them, descriptions, compositions and features of the Heleum Items, or any of them, operational, logistical, financial, physical, legal and other practical requirements for the Heleum Items, or any of them, expected financial gains to be realized from the Heleum Items, or any of them, identities of parties potentially involved with the Heleum Items, or any of them, including without limitation actual and prospective vendors, contractors, consultants, distributors, suppliers, and other business partners of Heleum related to the Heleum Items, or any of them, prospective impacts of the Heleum Items, or any of them, and other information related to the Heleum Items, or any of them, or Heleum’s ongoing or prospective involvement with the Heleum Items, or any of them, which is not readily available to the public.  For the purpose of this Section _____, “Confidential Information” shall also mean (i) the contents of this AGREEMENT, with the understanding that the existence of this AGREEMENT and the User’s general obligation of confidentiality hereunder may and should be disclosed to all third parties who seek or might receive any Confidential Information, (ii) all terms, conditions and features related to User’s access, use and utilization of the information at the site, including without limitation the financial information, (iii) all Intellectual Property, as defined in Section _____(b), below, (iv) non-public information related to any and all Heleum Items developed, performed or generated by or for Heleum or any of the Heleum Parties, and (v) proprietary information relating to the business, operations, methodologies, technologies, personnel, vendors, financial condition or procedures of Heleum or any of the Heleum Parties that is not generally known to the public and that, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary.  Confidential Information shall include any information, whether or not labeled “confidential”, that by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information of Heleum or any of the Heleum Parties.  The User shall disclose the Confidential Information solely as necessary to access, use and utilize the site and information hereat (including without limitation the financial information) as expressly set forth in this AGREEMENT, and the User shall consider and utilize the Confidential Information solely for such purposes.  Confidential Information may be disclosed orally, visually, and in written form (including but not limited to electronic or other media).

(b)               Intellectual Property.  All Intellectual Property in any way related to any Confidential Information provided by Heleum or any of the Heleum Parties to the User is hereby acknowledged to remain in the exclusive possession of Heleum, the applicable Heleum Party, or the applicable licensor thereof (the “Heleum Licensor”), as appropriate, and any rights to or interests in such Intellectual Property, or any permutation or derivation thereof, are hereby fully disclaimed, waived and renounced by the User in favor of Heleum, the applicable Heleum Party, or the applicable Heleum Licensor, as appropriate, subject to the limited license provided in this AGREEMENT.  For the purposes of this Section _____(b), “Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise used by Heleum and/or any of the Heleum Parties, arising from or in respect of, or that might arise from or relate to, the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, whether or not registered with any governmental authority: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents issuing thereon (collectively, “Patents”), (ii) all trademarks (registered or common law marks), service marks, trade names, service names, brand names, trade dress rights, logos, domain names, Internet URL addresses, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “Marks”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “Copyrights”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, text information and materials, graphics, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, whether or not displayed, maintained or accessed on, at or through the site, including without limitation test questions, other test preparation materials, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of Heleum and/or any of the Heleum Parties, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Marks, Copyrights or Patents, (v) all software, including all source code and open source code, and all related documentation; (vi) all artwork, designs, images, photographs or other content displayed, illustrated or otherwise used on or in connection with Heleum’s websites, including without limitation this site, or any websites of any of the Heleum Parties or otherwise used in connection with Heleum or any Heleum Items, and (vii) all other technology and know-how uniquely in the possession of Heleum and/or any of the Heleum Parties.

(c)                Restrictions Regarding Intellectual Property.  Neither the User, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assign, legal or financial advisor, contractor or consultant of User (including without limitation any Authorized User) that is not Heleum, an applicable Heleum Party or an applicable Heleum Licensor as referenced in Section _____(b), above (collectively, the “User Parties”, and each a “User Party”), may apply for a right in any Intellectual Property, or use or utilize any Intellectual Property for any purpose other than that provided under the limited license in this AGREEMENT, above, except upon the express written consent of an actually authorized representative of Heleum in the sole and absolute discretion of Heleum, whether or not any Intellectual Property has been issued, registered, or in any other way afforded any rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency.  To the extent the User, any Authorized User or any User Party may claim any rights, direct, derivative or otherwise, related to any Intellectual Property, other than the limited license provided under this AGREEMENT, above, the User hereby disclaims, and shall cause each User Party (including without limitation each Authorized User) to disclaim, such rights, and hereby assigns, and shall cause each User Party (including without limitation each Authorized User) to assign, such rights to Heleum. The User agrees to execute and to cause each User Party (including without limitation each Authorized User) to execute, and in the alternative hereby grants to Heleum, and shall cause each User Party (including without limitation each Authorized User) to grant to Heleum, power of attorney to execute and record in the User’s stead, and in each User Party’s stead as applicable, any and all documentation, including without limitation disclaimers and assignments of Intellectual Property rights, as necessary to document publicly, legally, and officially the exclusive ownership of all Intellectual Property referenced in Section _____(b), by Heleum, the applicable Heleum Party, or the applicable Heleum Licensor, as appropriate.  Neither the User, nor any third party, may market, utilize, reuse or redistribute any Intellectual Property, except as authorized hereunder or except as approved in writing by an actually authorized representative of Heleum.  With the exception of the limited license provided under this AGREEMENT, above, no license or other right of any kind in any Intellectual Property is granted or otherwise provided to the User or any third-party in relation to this AGREEMENT or the User’s use of the site or any information hereat (including without limitation the financial information).  The User may not frame or utilize any framing techniques to enclose any Heleum Intellectual Property or Confidential Information.  The User may not use any metatags or other hidden text utilizing Heleum’s Intellectual Property.  Any unauthorized use terminates the permission or license granted by Heleum under this AGREEMENT, above, whereupon Heleum may but is not obligated to terminate the User’s access to the site and information hereat.  The site contains copyrighted material, trademarks and other proprietary information, which may include text, software, photos, video, graphics, music and sound.  Heleum owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.  The User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the site’s content, in whole or in part.  Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Heleum.  In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.

(d)               Restrictions Regarding Disclosure of Confidential Information to Third Parties.  The User shall, and shall cause each User Party (including without limitation each Authorized User) to, hold Heleum’s Confidential Information, whether delivered before or after the date hereof, in strict confidence and shall refrain from and cause each User Party (including without limitation each Authorized User) to refrain from: (i) providing, copying, disclosing, divulging or otherwise making available the Confidential Information to any other person or entity without the prior written consent of an actually authorized representative of Heleum, in Heleum ‘s sole discretion; and (ii) removing or permitting to be removed from such Confidential Information any notice indicating the confidential nature of, or Heleum’s proprietary right in and to the Confidential Information.  The User shall, and shall cause each User Party (including without limitation each Authorized User) to, exercise at least the same degree of care and protection with respect to Heleum’s Confidential Information that the User or such User Party, as applicable, would exercise with respect to the User’s (or such User Party’s) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest level of care for the industry.  The User shall, and shall cause each User Party (including without limitation each Authorized User) to, take all precautions necessary to ensure that the Confidential Information shall not be, or permitted to be, shown, copied or disclosed to other parties, except as expressly provided in this Section _____.  In the event of written consent to disclose Confidential Information to any other party, the User shall, and shall cause each User Party (including without limitation each Authorized User) to, advise that other party of his/her/its obligations with respect to the Confidential Information, and have that party acknowledge in writing that the terms and conditions of this Section _____ may be directly enforced by Heleum against him/her/it as a condition to such disclosure.  The User or the User Party, as applicable, shall provide an original of such written acknowledgment to Heleum, if so requested by Heleum.  In any event, the User or such User Party, as applicable, shall disclose the Confidential Information to the other only as necessary for the purposes authorized in writing by an actually authorized representative of Heleum.  In addition, the User or such User Party, as applicable, shall ensure that confidentiality notices are included on copies of Confidential Information so provided and shall account for the return or destruction of the Confidential Information and all reproductions thereof, if so requested by Heleum.  In any event, Heleum consents to disclosure of Confidential Information by User to any User Party, or such User Party’s employees, contractors, consultants and advisers as necessary for the purposes set forth in _____(a), above, provided such disclosures are subject to the remaining requirements of Sections _____(c) and _____(d) of these Terms.

(e)               Exception for User Personal Information and Portfolio Data.  Any proprietary personal information or portfolio data of the User that is collected or generated through use of the site, shall be deemed Confidential Information of the User, which shall be subject to the provisions of this Section ___ of this AGREEMENT and the corresponding restrictions thereon as applied to Heleum’s protection and disclosure thereof, in any event subject to this Section _____(e).  The User shall be responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership or right to use all of the User’s personal information and portfolio data, and the User shall have indemnity obligations to Heleum therefor as provided in this AGREEMENT.  The User represents and warrants that (i) the User, and any Authorized User, have the appropriate authority, license or other rights to use all such User personal information and portfolio data and to provide such User personal information and portfolio data as contemplated in this AGREEMENT; (ii) the User has and will maintain all rights, consents and approvals required to grant to Heleum the rights to access, use, adapt, display and modify User personal information and portfolio data in accordance with this Section _____(e) and will upon Heleum’s request provide proof of the same; and (iii) neither the User, not any Authorized User, shall knowingly infringe upon the intellectual or other proprietary rights of any third party.  User hereby grants to Heleum a nonexclusive, irrevocable, transferable, perpetual, worldwide, royalty-free and fully paid-up license to access, use, adapt, display and modify any and all User personal information and portfolio data that is collected or generated through use of the site for any legal purpose, including without limitation to perform Heleum’s obligations at the site, to analyze, transfer and use such User personal information and portfolio data in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics, system metrics and other purposes, and to market the site, Heleum’s services hereat and Heleum in general, as well as the right to sublicense such rights to any holding provider and other third parties as necessary for Heleum to do so or as may be reasonably necessary or appropriate in connection with the provision of the site and services hereat and here-through by Heleum and the User’s use thereof.    

(f)                 Ownership of Confidential Information.  With the exception of User personal information and portfolio data as described in Section _____(e), above, all Confidential Information, including reproductions thereof, shall be deemed to be and remain the exclusive property of Heleum (or Heleum Party or Heleum Licensor, as appropriate), and no ownership rights of any kind in and to any of Heleum’s Confidential Information are transferred hereby, hereunder or in connection herewith to the User or any third party.  The User acknowledges that the User does not acquire any such ownership rights by accessing and utilizing copyrighted material or otherwise using this Site.  All rights are reserved.

(g)                Exceptions to Confidentiality.  The foregoing obligations of confidentiality shall not apply to any Confidential Information, which:  (i) is or becomes available to the public through no act or omission of the User or any party in violation of the terms and conditions of this Section _____; (ii) was already known by the User at the time of the disclosure by Heleum, as evidenced by the User’s written records existing prior to the date of Heleum’s disclosure; (iii) is lawfully obtained from a person or entity other than Heleum or the User without any obligation of confidentiality; (iv) is approved for release by Heleum ‘s written authorization, but only to the extent of such authorization and subject to the further requirements set forth in Sections _____(c) and _____(d), above; (v) is required by law or regulation to be disclosed to any person, but only: (A) to the extent and for the purposes of such required disclosure and (B) after first giving Heleum reasonable notice of such required disclosure and reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if User first promptly notifies Heleum of the order and permits Heleum to seek an appropriate protective order; or (vii) is developed independently for User by personnel not having access to any of Heleum’s Confidential Information.  Such exceptions apply only to obligations of confidentiality under this Section _____ and not to those provisions concerning ownership and use of Intellectual Property, which shall remain in full force and effect regardless of any confidentiality exception.

(h)               Reverse Engineering / Independent Development.  Notwithstanding any other provision of this Section _____ or this AGREEMENT, the User shall not (and the User shall not use any third party to), and the User shall cause each User Party not to (and not to use any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure, internal workings, or other technology incorporated in any of Heleum’s Confidential Information or Intellectual Property.

(i)                  Restrictive Covenant.  In consideration of any of Heleum’s Confidential Information, which the User will receive or have access to, in connection with the site or the information hereat (including without limitation the financial information), the User shall not, and shall cause each User Party not to, use or utilize any of Heleum’s Confidential Information to: (a) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, client or business affiliate of Heleum for the purpose of or with the result of (I) competing with Heleum with respect to the site, or the information or services hereat, or any of them, (II) altering, modifying, diverting or precluding the development of any Heleum business relationship involving the site, or the information or services hereat, or any of them, or (III) otherwise interfering with business transacted with Heleum with respect to the site, or the information or services hereat, or any of them; or (b) directly or indirectly solicit or attempt to solicit, encourage, induce or entice Heleum’s employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with Heleum with respect to the site, or the information or services hereat, or any of them.

(j)                 Obligation to Notify and Assist.  The User agrees to immediately notify Heleum of any unauthorized use or disclosure of any of Heleum’s Confidential Information related to the User’s possession of such Confidential Information or any other breach of this Section _____ and this AGREEMENT, and the User agrees to cooperate in every reasonable way to help Heleum regain possession of any misused or mis-disclosed Confidential Information of Heleum and prevent (or limit to the extent possible) its further unauthorized use or disclosure.

(k)                No Warranty.  All of Heleum’s Confidential Information is provided “as-is”.  Heleum makes no warranty, express or implied, regarding the timeliness, accuracy, performance or completeness of any of Heleum’s Confidential Information, except to the extent Heleum actually knows of or actually discovers any inaccuracies, errors or omissions in such information, in which event Heleum hereby warrants that it will promptly either correct or complete such information or report comprehensively and fully all inaccuracies, errors and omissions in such information.

5. Security:

Heleum shall exercise commercially reasonable efforts to operate, maintain and provide this Site in good working order and shall establish and maintain commercially reasonable security measures designed to protect User from any security breaches at or through this Site.  However, Heleum shall not under any circumstances be responsible for any security breaches caused by, arising from, resulting from or attributable to any factor other than Heleum’s gross negligence or intentional misconduct.  Specifically, among other things, Heleum shall have no responsibility for any security breaches caused by, arising from, resulting from or attributable to any features employed by any third party hosting company, it being understood and agreed that the User may not under any circumstances hold Heleum liable therefor and that the User’s recourse therefor shall be limited to the appropriate third party hosting company or companies.

6. Further Restrictions on Use:

You may not copy, reproduce, recompile, reverse engineer, distribute, publish, display, modify, transmit, or in any way exploit any part of the data, except that you may download or make one print copy of this SERVICE for your own personal, non-commercial use, provided that all copyright and other proprietary notices are retained. The data included in Heleum may not be recirculated, redistributed or published without prior written consent from Heleum. Modification of the content is a violation of Heleum copyright. No part of this data may be offered for sale or redistributed unless specifically authorized in writing.

7. License:

You acquire absolutely no rights or licenses in or to the financial data and materials contained therein other than the limited right to utilize the same in accordance with the terms. Should you choose to download content, you must do so in accordance with the terms. Such download is licensed to you by Heleum only for your own personal, noncommercial use in accordance with the terms and does not transfer any other rights to you.

8. Rights Reserved:

All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations shall, as between you and Heleum, at all times be and remain the sole and exclusive property of Heleum. You must treat the data files like any other copyrighted material (such as a book) except that you may make copies of the data files solely for backup purposes, and transfer the data files to hard disks provided that the data files are used as specified in this AGREEMENT. Through the SERVICE and/or TOOLS, you will be permitted to view, print and download certain information and materials owned by Heleum Except as specifically permitted by the terms, you may not copy or make any use of the financial data or any portion thereof. Except as specifically permitted herein, you shall not use the trademarks, trade names, service marks, trade dress, logos or titles of Heleum, or the names of any individual participant, or contributor, or any variations or derivatives thereof, for any purpose, without Heleum's prior written approval.

9. Information From Third Party Sources:

Heleum may on occasion combine information we receive online with information we have obtained through third party sources to enhance our ability to market those products or services that may be of interest to you.

User Terms --

Posting, Housing and Storing of Content: The User shall have the ability to post, house and store certain limited content at the site upon prompting.  Such content shall be limited to the User’s name, password, full name, credit card number and User’s contact information, such as billing address, telephone number and e-mail address.  For each such item, there shall be a note field in which related content may be posted, housed and stored.

No Modifications or Deep Links: The User is not authorized to download or modify the site or any portion of it.  Unless otherwise authorized in writing by Heleum, no user or other third-party is authorized to deep link to any web page contained at the site (i.e., no links are permitted under any circumstances from third-party web sites to any page of the site other than the site’s home page, except upon Heleum’s express written consent).  Such links are expressly prohibited.  In addition, no user or third party may link to the site’s home page in such a manner as to create a reasonable possibility or likelihood of confusion by users of the third party website as to the true ownership or sponsorship of the site and/or as to the existence or lack thereof of some affiliation or other relationship between Heleum and the third party and/or its website.

Posting Restrictions: The User may not post or transmit at or through the site any material that:  (i) is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable; (ii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; or (iii) is inconsistent with the non-religious and non-political purposes of the site; each as determined by Heleum in its sole discretion.  The User is also prohibited from using the site in any way that restricts or inhibits any other site user from using or enjoying the site.  Also, the User shall not use or utilize the site for any illegal purpose, including but not limited to, uses in violation of the CAN-SPAM Act of 2003, or in violation of any privacy laws.

No Harmful Materials: The User shall refrain from uploading, posting, e-mailing, or otherwise transmitting to or through the site or to or through any other customer or user at the site any messages, programs, or other materials (including but not limited to Trojan Horses, malware, spyware, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of or perform any invasive measures upon any computer software or telecommunications equipment.

User Responsibility.  Heleum may enact and enforce reasonable rules of use in addition to this AGREEMENT, as promulgated and amended from-to-time by Heleum regulating the use of the site by all parties, including without limitation the User, and the User agrees to be bound by such rules.

Third Party Terms --

Third Party Content and Materials: The site may contain information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material provided by parties other than Heleum.  Heleum does not control such content supplied by parties other than Heleum.  Any materials, opinions, advice, statements, services, offers, or other information that constitutes part of any content at the site expressed or made available by third parties and not by Heleum are those of the respective authors or distributors thereof and not of Heleum.  Neither Heleum, nor any third party, including any customer or any user of the site, guarantees the accuracy, completeness, or usefulness of any content at the site, nor of its merchantability or fitness for any particular purpose.  Heleum neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on this Site by anyone other than directly by Heleum and its actually authorized employees, agents and representatives.  Under no circumstances shall Heleum be liable for any loss, damage or harm caused by User’s reliance on information obtained through the site, including without limitation the financial information.  It is the responsibility of the User, in collaboration with the User’s legal, financial, tax, accounting, business, investment and other advisors, to evaluate the information, opinion, advice or other content made available through the site.

Links to Other Sites: The site may reference or link to third-party sites throughout the Internet.  Heleum has no control over such third-party sites or the content within them.  Heleum cannot and does not guarantee, represent or warrant that the content contained in such third-party sites is accurate, legal or inoffensive. Heleum is not responsible for the contents of any linked sites or sites linked with any linked site.  Heleum does not endorse the content of any third-party site, nor does Heleum warrant that they will not contain viruses or otherwise impact the User’s computer.  Heleum does not assume any responsibility or liability for the actions, materials products, services, and content of all these and any other third parties.  If the User chooses to link to or use a third-party website, the User should carefully review such third party’s privacy statement and other terms and conditions of use.  By using the site to search for or link to another third-party site, the User agrees and understands that the User may not make any claim against Heleum for any damages or losses, whatsoever, resulting from the User’s use of or access to this Site to obtain search results or to link to another site.

Third Party Hosts: The acknowledges that certain aspects, features and functions of this site reside in computing environment(s) of one or more third party hosting companies, which comprise both servers and telecommunications services, and that certain uses of the capabilities offered by, at or through this site may render this site inaccessible or may impair the performance of the computing environment for the User and/or other users at this site and/or Heleum’s other customers.  In the event of any such use by the User, Heleum shall so notify the User, and the User shall be obligated to put an immediate stop to such use and will notify Heleum, in writing, that the User has stopped such use.  In the event of the User’s failure to put an immediate stop to such use, Heleum reserves the right to suspend or terminate the User’s access to the site.

10. Restrictions on Use:

If you are using this product individually and personal benefit only, you agree to use this site and its content, including the financial data hereat, solely for your own non-commercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit or, any other person or entity.  If you are using this product for commercial use on behalf of a business entity (such as a corporation, partnership or limited liability company) or a trust, you agree to use this site and its content, including the financial data hereat, solely for the commercial use and benefit of the business entity or trust designated by you in connection with your registration of your user account at this site, and not for sale, resale, transfer or other disposition to, or use by or for the benefit of, any other person, business entity or trust.

You may not use the data provided for any illegal purpose or in any manner inconsistent with the terms.

You agree not to use, transfer, distribute, or dispose of any information contained in the SERVICE and/or TOOLS in any manner that could compete with the business of Heleum LLC.

You acknowledge that the financial data has been developed, compiled, prepared, revised, selected and arranged by Heleum and others (including certain other information sources) through the application of scientific methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Heleum.

You agree to protect the proprietary rights of Heleum during and after the term of this AGREEMENT and to comply with all reasonable written requests made by Heleum or its suppliers of content, equipment or otherwise to protect their and others' contractual, statutory and common law rights.

You agree to notify Heleum in writing promptly upon becoming aware of any unauthorized access or use of the financial data by any party.

An account is required for you to access and use the SERVICE and/or TOOLS, which may be accessed and used only by those authorized individuals who are registered with Heleum. To open an account, you must complete the registration process by providing Heleum with current, complete and accurate information as prompted by the registration form. In doing so, you represent that you are authorized to create and access an account established on behalf of the business entity indicated in the registration process. Should Heleum suspect that such information is untrue, inaccurate, not current or incomplete, Heleum has the right to suspend or terminate your usage of the SERVICE. Accounts are non-transferable and cannot be “shared” or used by more than one individual or entity. Following your acceptance of this AGREEMENT and your return to the registration page of the SERVICE, you will be prompted to complete the initial registration and payment steps. Once you have become an authenticated user, you will be given one or more personal, non-transferable passwords. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the SERVICE and/or TOOLS that make use of that password, and for any usage charges incurred by the use of that password, including any use that you may subsequently contend was not unauthorized by you.

Heleum reserves the right to refuse service and usage of the software to any person or entity when it is deemed by the company that said usage could potentially harm the company materially or financially.

11. Requirements:

You agree that you are responsible for obtaining and maintaining all computer hardware, software, communications equipment, and access lines necessary to access the SERVICE and/or TOOLS. You shall bear all costs and expenses associated with such materials as well as your rights and obligations under this AGREEMENT and the SERVICE. Heleum is not responsible for any interruption or failure attributable to such computer hardware, software, communications equipment, access lines, or any third party hosting sites that Heleum uses.

12. Disclaimer:

You agree that your use of the financial data is at your sole risk. You acknowledge that the SERVICE is provided for information purposes only and is not intended for trading purposes. YOU ACKNOWLEDGE THAT Heleum IS NOT A BROKER OR INVESTMENT ADVISOR AND DOES NOT MAKE BUY, SELL, OR HOLD RECOMMENDATIONS. The SERVICE includes information taken from the company’s annual and quarterly reports and other sources. Heleum does not guarantee the sequence, accuracy, completeness or timeliness of the SERVICE and the provision of certain parts of the SERVICE is subject to the terms and conditions of other agreements to which Heleum is a party. Information is obtained by Heleum from sources it believes to be reliable. However, because of possible human or mechanical error by Heleum or its sources, Heleum cannot guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for results obtained from use of such information. Accordingly, anything to the contrary herein set forth notwithstanding, Heleum, its officers and employees, general partner, affiliates, subsidiaries, successors and assigns, suppliers and its third-party agents shall not, directly or indirectly, be liable, in any way, to you or any other person for any inaccuracies or errors in or omissions from the SERVICE including, but not limited to, quotes and financial data, abstracts, delays, errors or interruptions in the transmission or delivery of the SERVICE or any loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.

Heleum is not a licensed, registered or certified currency exchange or currency exchange agent, and all regulated currency exchange activities are being performed utilizing Uphold’s licensing, registration and certification. Uphold remains solely responsible for regulatory processes and compliance in connection therewith.

13. Limitation of Liability:

Under no circumstances, including but not limited to negligence, shall Heleum, its suppliers and its third party agents be liable to you for direct, indirect, incidental, consequential, special, punitive or exemplary damages even if a Heleum authorized representative has been advised specifically of the possibility of such damages, arising from use of or inability to use the SERVICE or any provision of the terms, such as, but not limited to, loss of revenue or anticipated profits or lost business. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall Heleum's total liability to you for all damages, losses, and causes and action (whether in contract or tort, including but not limited to negligence) exceed the amount paid by you, if any, for accessing this site or services provided by Heleum.

Warranty Disclaimers: THIS SITE AND THE MATERIALS ARE PROVIDED AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  USER ACCEPTS, USES AND UTILIZES THE SAME AT USER’S OWN KNOWING RISK, AND THESE TERMS PROVIDE NO SUCH WARRANTIES.  NOTHING AT THE SITE SHOULD BE CONSTRUED AS PROVIDING OR PROMISING ANY SUCH WARRANTIES.  TO THE EXTENT PERMITTED BY LAW, HELEUM HEREBY EXPRESSLY DISAVOWS, AND USER HEREBY WAIVES AND DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM, EXPRESS OR IMPLIED.  AMONG OTHER THINGS, NEITHER HELEUM NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS WARRANT THAT THE SITE OR THE INFORMATION PROVIDED VIA THE SITE, INCLUDING WITHOUT LIMITATION ANY OF THE FINANCIAL INFORMATION, WILL BE UNINTERRUPTED, ERROR FREE, FULLY FUNCTIONAL, UP TO DATE, SATISFACTORY TO USER OR SUITABLE FOR USER’S PURPOSES; OR THAT USER, WHETHER OR NOT IN RELATION TO THE SITE AND FINANCIAL INFORMATION, SHALL BE PREPARED TO USER’S SATISFACTION FOR, OR SHALL ACHIEVE ANY RESULTS.

Limitation of Liability: HELEUM SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY INFORMATION CONTAINED AT THE SITE THROUGH ACCIDENT OR THROUGH FRAUDULENT OR WRONGFUL MEANS OR DEVICES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL HELEUM, ANY PARTY AFFILIATED WITH HELEUM OR ANY OF HELEUM’S SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY FROM ANY MATERIALS, INCLUDING WITHOUT LIMITATION FINANCIAL INFORMATION, PROVIDED ON, AT OR THROUGH THE SITE OR THE USE OF SUCH INFORMATION OR THE RESULTS OF THE USE OF SUCH INFORMATION PROVIDED ON, AT OR THROUGH THE SITE, EVEN IF EACH IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE EVENT OF HELEUM’S RECKLESS OR INTENTIONALLY WRONGFUL CONDUCT, HELEUM’S LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE RESPONSIBILITY TO CORRECT THE SITE OR ANY MATERIALLY DEFECTIVE INFORMATION AT THE SITE AT HELEUM’S EXPENSE, OR THE FEES THERETOFORE PAID FOR USE OF THE SITE AND ANY INFORMATION THAT ARE THE SUBJECT OF USER’S CLAIM.  THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

Jurisdictional Limitations: NOTE THAT SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THE TWO PRECEDING SECTIONS.  ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING HEREIN MAY NOT APPLY TO YOU.  IF USER IS A CALIFORNIA RESIDENT, OR IF ANY MATERIALS ARE TO BE REALIZED IN CALIFORNIA, THEN BY AGREEING TO THESE TERMS, USER IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT ANY TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.  THE LIMITATIONS OF LIABILITY IN THESE TERMS SHALL BE CONSIDERED INAPPLICABLE ONLY TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW.  IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF AEC SHALL NOT EXCEED THE STATUTORY LIMIT.

14. Indemnification:

You agree, at your own expense, to indemnify, defend, and hold harmless Heleum, and its employees, representatives, suppliers, and agents, against any claim, suit, action, or other proceeding brought against Heleum, its employees, representatives, suppliers, and agents, by a third party, to the extent that such claim, suit, action or other proceeding brought against Heleum, its employees, representatives, suppliers, and agents is based on or arises in connection with the financial data. This indemnification shall survive termination of this AGREEMENT.

15. Taxes:

We do not provide tax advice and you agree that you will determine any tax implications associated with your use of, and any transactions you may make using, Heleum. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences. The user is solely responsible for all tax consequences. Heleum is in no way responsible for any such tax consequences. The Indemnification under Item 14 extends to all such tax consequences.

16. Fees and Renewals:

Payment of applicable performance fees are due upon generation within the Heleum app service. Performance fees are calculated as gains accrued above your principal (net amount of deposits and withdrawals) as a result of a balloon returning to base currency. Performance fees will be sent automatically from your Uphold account to Heleum via the Uphold API. The default fee is 50% of gains. Heleum may offer various incentives which can reduce or eliminate the fee permanently or temporarily. All fees and charges are nonrefundable. Your authorization will continue and will renew automatically unless terminated by Heleum in accordance with this AGREEMENT or unless you notify us of your decision to cancel or suspend your account. Heleum may change the fees or charges for use of the site or any portion thereof. You hereby agree to accept notices of any change of fees or charges by the posting of such information on the site or by email, as determined by Heleum in its sole discretion.

17. Recovery of Expenses:

Heleum shall have the right to recover from you all reasonable expenses incurred in connection with collecting overdue amounts, including, but not limited to reasonable collection costs, late fees, interest, and attorney's fees.

18. Termination:

Heleum may terminate this AGREEMENT and your use of the SERVICE at any time, with or without cause. Your cancellation will be effective either immediately or at the end of your current subscription period. All fees and charges are nonrefundable. You may terminate your usage of the software at any time, but all fees previously paid by you are nonrefundable. In addition, Heleum may terminate this AGREEMENT and/or your use of the SERVICE with or without cause immediately upon notice. All provisions of this AGREEMENT regarding confidentiality, ownership, indemnification and limitations of liability shall survive termination of this AGREEMENT. Upon termination by you or upon notice of termination by Heleum, you must promptly destroy or return to Heleum all materials obtained from the Heleum WEBSITE, SERVICE or TOOLS, and any copies thereof. All fees and charges are nonrefundable.

19. Communications:

Heleum may give notice by means of a general notice on the SERVICE, electronic mail to your e-mail address on record in Heleum’s account information, or by communication sent via the Heleum app.. You may give notice to Heleum (such notice shall be deemed given when received by Heleum) at any time by electronic mail to support@heleum.com.

20. Governing Law:

This AGREEMENT shall be governed and construed in accordance with the laws of the United States of America and the State of Arizona, without giving effect to conflicts of law principles thereof. The Parties agree that, except as specifically provided to the contrary in this AGREEMENT, any disputes shall be resolved by binding arbitration pursuant to the arbitration rules of the American Arbitration Association which arbitration shall be conducted in Maricopa County, Arizona. The Arbitrator shall be selected by the AAA rules. You agree to submit to the personal jurisdiction of the state and federal courts located in Maricopa County in Arizona with respect to any legal proceedings that may arise in connection with the SERVICE or from a dispute as to the interpretation or breach of the terms of SERVICE. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts, and agree that such courts are convenient forums.

21. Accessing Heleum outside the United States:

Heleum controls and operates from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. Heleum does not represent that materials in the SERVICE and/or TOOLS are appropriate or available for use in countries outside the United States. If you choose to access the SERVICE and/or TOOLS from outside the United States, you are responsible for compliance with foreign and local laws. Software is further subject to United States export controls and may not be downloaded, exported, or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the SERVICE and/or TOOLS, you represent and warrant that you are not located in, controlled by, or a national or resident of any such country or on any such list.

22. Testimonials:

Client testimonials and reviews on the WEBSITE, mobile app stores, or social networks are unsolicited. Testimonials made viewable at one location may be made viewable elsewhere. You accept that certain user information such as your first name and the initial letter of your last name may be included with the testimonial.

23. Non-Disparagement: 

Neither the User, nor any User Party or Authorized User, shall at any time, directly or indirectly through third parties, actively or passively, disparage, question, criticize or otherwise make reference to the site, any services hereat or here-through, or any content at the site, or to Heleum or any Heleum Party, or to any actions or failures to act of Heleum or any Heleum Party, or cause others to do so, if the effect of such action(s) reasonably could be anticipated to result in any harm to or adverse impact upon the reputation, business, interests or relations of Heleum or any Heleum Party, or to the morale among the work force of Heleum or any Heleum Party.

24. Miscellaneous:

You accept that Heleum has the right to change the content or functionality of any aspect of the SERVICE and/or TOOLS at any time at Heleum's sole discretion. You further accept that such changes may result in your being unable to access some or all services.

25. Inoperability:

You acknowledge that the SERVICE may become inoperable for periods of time due to causes beyond the control of Heleum including any force majeure events such as denial of service attacks, virus infestations, power or communications outages, strikes, riots, wars, fires, acts of God, acts of compliance with any law or regulation, and acts or omissions of third parties for which Heleum is not legally responsible. To the extent that the cause of inoperability is within the reasonable control of Heleum, the SERVICE will be restored promptly following the cessation of such cause(s).

26. Understanding:

The AGREEMENT and any amendments contain the entire understanding of the parties with respect to the subject matter addressed herein and supersedes, replaces and merges all prior understandings, promises, representations and agreements, whether written or oral, relating thereto. Heleum reserves the right to amend this AGREEMENT at any time by posting the amended terms on the SERVICE, as described above or in the SERVICE. The amended terms shall be effective on the date identified on the SERVICE. This AGREEMENT may only be amended by you in a writing signed by Heleum.

27. Relationship:

The relationship between you and Heleum is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between you and Heleum as a result of this AGREEMENT or your access to our use of the SERVICE and/or the data files. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document.

28. Assignment of Agreement:

You may not assign this AGREEMENT, in whole or in part, without Heleum’s prior express written consent, which may be withheld at Heleum’s sole discretion. Any attempted assignment without such written consent shall be void. Assignments will be handled on a case-by-case basis in communication all applicable third parties, subject to review of valid documentation. Subject to the foregoing, this AGREEMENT will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

29. Severability of terms:

If any provision of the terms is found invalid or unenforceable, that provision will be enforced to the maximum extent, and the other provisions of this AGREEMENT will remain in force.