1. General. The "Service" shall mean the provision by Helios Blockchain Technologies Ltd. ("Helios Protocol") of access to certain application software, content and information, and other content and information owned or licensed by Helios Protocol and/or its suppliers, licensors or other third parties (the "Contributors") as provided to the end user ("User") by Helios Protocol at its websites (the "Site(s)"). Helios Protocol makes available to you the Site subject to your acceptance of and compliance with this Agreement. All parties using the Service are deemed to be users of the Service (“Users” or “User”).
2. Modifications. Helios Protocol reserves the right to modify this Agreement at any time without prior notice by posting such modifications on the Sites. Your continued access or use of the Sites after such modifications have been posted shall indicate your acceptance of and agreement to be bound by this Agreement as modified. It is your responsibility to regularly review this legal notice.
3. Restricted Access. Subject to the terms and conditions of this Agreement, Helios Protocol hereby grants to User and User hereby accepts a non-exclusive, non-transferable authorization to access and use the Service in accordance with the terms and conditions of this Agreement. Helios Protocol and/or the Contributors hereby reserve all rights not expressly granted to User. Helios Protocol and the Contributors shall have the right to assert and enforce the provisions of this Article 3 directly on their own behalf. User agrees:
i. to abide by this Agreement and any and all access or similar agreements between the Contributors and User (collectively, the "Accessing Documents"); and
ii. to keep User’s authorized account (the "Account") information confidential, including User password, User’s username and any other information related to the Service (the "Account Information"), and to inform Helios Protocol promptly in case of any unintended and/or unauthorized disclosure of any portion of such Account Information.
4. Lawful Purposes. User agrees to only use the Service for lawful purposes. In using the Service, User agrees it will not:
i. upload, publish, distribute or disseminate any content that is offensive, including blatant expressions of bigotry, prejudice, racism, hatred or profanity or post any obscene, lewd, lascivious, sexually explicit, violent, harassing or otherwise objectionable content;
ii. post or disclose any personally identifying information or private information about children under the age of 18 without their parents’ consent;
iii. introduce viruses, worms, harmful code and/or Trojan horses on the Internet;
iv. engage in any libelous, defamatory, scandalous, threatening, or harassing activity;
v. post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence;
vi. provide material that is false, deceptive or misleading; or
vii. provide Content (as defined below) without the express written consent of the Content owner.
Furthermore, the User agrees it will not:
i. access the Service if it is a direct competitor of Helios Protocol, except with Helios Protocol’s prior written consent;
ii. access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
iii. interfere with or disrupt the integrity or performance of the Service or the data contained therein or attempt to gain unauthorized access to the Service or its related systems or networks.
5. Trademarks and Marketing Communications. Nothing in this Agreement or in its performance will grant either Party any right, title, interest, or license in or to the other’s names, logos, trade dress, designs, or other trademarks. Helios Protocol are registered trademarks of Helios Protocol. Other trademarks used in this Agreement or in providing the Service are trademarks of their respective owners. Helios Protocol will have the right to include Helios Protocol trademarks or slogans on or in data reports (hard copy and electronic) generated by the Services. Helios Protocol may include its logo, as well as advertising for Helios Protocol, its partners, or its Sites, on any Services interface, including those interfaces that the User may see.
6. Intellectual Property Rights. It is hereby understood and agreed that as between Helios Protocol and User, Helios Protocol is the owner of all rights, title, and interest, including all Intellectual Property Rights (as defined below), to the Service, the Site, and any comments and suggestions, ideas, graphics, questions or other information submitted by User through the Site or the Service (the "Submissions"). Helios Protocol shall be entitled to use such Submissions for any commercial or other purposes whatsoever without compensation to User or anyone else. User hereby warrants that no Submissions shall violate any Intellectual Property Right of any third party. For purposes of this Agreement, "Intellectual Property Rights" shall mean any and all of the following: (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights, and mask-works; (b) trademark, trade name rights and similar rights: (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, including but not limited to logos, "rental rights", rights of publicity, and rights to remuneration, whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or re-issues hereof now or hereafter in force.
Except as expressly provided herein, User does not acquire any rights to the Service through the use of the Service or the Site pursuant to this Agreement. User may not reverse engineer, de-compile, disassemble, or otherwise attempt to discern the source code (i.e., the human-readable form of any computer programming code) (the "Source Code") of the components of the Service, or create derivative works based thereon. User also may not download, republish, reproduce, copy, post, transmit, or in any way distribute any material from the Site unless such activities are in direct furtherance of User’s permitted use of the Service and do not in any way violate this Agreement or any Accessing Documents.
User is not permitted to: (a) rent, lease, assign or transfer all or any part of the Service and/or User’s Account Information to any person or entity without the prior written consent of Helios Protocol; (b) remove any proprietary notices, labels, or marks on any component of the Service (or the Service or Site generally), whether in machine language or Source Code; (c) use the Service to provide a service bureau by which the Service can be accessed by third parties or by which information produced pursuant to the Service is sold, transferred, or given to third parties via pay per call or other arrangements; or (d) license, assign, delegate or otherwise transfer its rights or any of its related rights or obligations under this Agreement for any reason without the prior written consent of Helios Protocol. Any attempt to license, assign, delegate or transfer, either by contract, statute, corporate merger of any sort, regulation or court order, without the prior written consent of Helios Protocol shall be voidable at Helios Protocol’s sole and absolute discretion. Failure to comply with these restrictions will result in automatic termination of this Agreement without prejudice to all other rights and remedies that may accrue to Helios Protocol by virtue of this Agreement and by law.
The Service is hosted in the USA. If you use the Service from outside of USA, you are voluntarily transferring information (potentially including personal information) and content to the USA. By using the Service, you are expressly agreeing that Helios Protocol’s has the right to collect, use, store and share your information.
8. Personal Information. If User sends or receives personal information in connection with the Service, User does so at its own risk. User expressly agrees to defend and indemnify Helios Protocol for any claim relating to a breach of privacy. Helios Protocol is compliant with the requirements of GDPR and any data breach will be processed accordingly.
9. Client Support. User agrees to release Helios Protocol from any and all liability associated with providing support to the User.
10. Termination. Either Party may terminate this Agreement without notice to the other Party. Helios Protocol may immediately terminate this Agreement and User’s Account upon (a) User’s breach of any provision of this Agreement or (b) any action by User that Helios Protocol determines, in its sole judgment, to interfere with the operation or use of the Helios Protocol’s Service at large. Upon termination by Helios Protocol, the User’s right to access or use of data immediately ceases and Helios Protocol will have no obligation to maintain or forward any data to the User. Upon termination by the User, the User’s right to access or use of data immediately ceases and Helios Protocol will have no obligation to maintain or forward any data to the User.
11. Equipment Operation. User is solely responsible for acquiring and maintaining all computer hardware and software, telephone, and other equipment, and all communications and other services needed for access to and use of the Service. Helios Protocol reserves the right, at any time and for any reason, to modify or discontinue any aspect or feature of the Service and/or the Site, including, but not limited to, the Service’s content, functionality, and the equipment to access or use the Service.
12. Hyperlinked Material. The Site may contain hyperlinks to other sites on the Internet that are not owned or controlled by Helios Protocol. Helios Protocol does not assume any responsibility for any material on such sites, or any other material outside of the Site, which is accessed directly or indirectly by any such hyperlink.
14. Relationship of the Parties - Independent Contractor. It is expressly understood and agreed that the relationship between Users, Contributors and Helios Protocol is as follows: each Party to this Agreement is acting as an independent contractor and is not an agent, partner, or joint venture with the other Party for any purpose. The Parties have no authority to assume or create any obligation for or on behalf of either Party, express or implied, with respect to the Terms and Conditions herein or otherwise.
15. Helios Protocol Warranties. Notwithstanding any provision of this Agreement, the Service is furnished "as is" and with all faults. Helios Protocol makes and User receives no warranties, express, implied, statutory, or in any communication with User. Helios Protocol and its Contributors expressly disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, availability, security, title and non-infringement, any warranty that operation of the Service will be uninterrupted or error free, and/or the failure to provide adequate support for the Service. Helios Protocol does not warrant that the Service is free of inaccuracies, errors, bugs, interruptions or other program limitations. Nor does Helios Protocol warrant that the Site, or server that makes it available, is free of viruses or other harmful components. The entire risk arising out of the use or performance of the Service remains with User, and User agrees to assume the entire cost of all necessary servicing repair or correction of problems to its own computers or equipment caused by viruses or other harmful components.
User specifically agrees that Helios Protocol shall not be responsible for the unauthorized access to or alteration of User’s transmission(s) or data. User agrees that Helios Protocol is not responsible for any material or data sent or received or not sent or received, any transmission(s) entered in through the Service, any expenses, damages or injury caused by any failure of performance error, omissions, interruption, deletion, defect, delay in operation or transmission of computer virus, communication line failure, theft or destruction or use of record, whether for breach of contract, tortuous behavior, negligence, or for any other cause of action. User also agrees that Helios Protocol is not responsible for the conduct of any third party or any infringement of another’s rights, including Intellectual Property Rights.
16. Data Rights and Conversion. Helios Protocol does not guarantee the accuracy or completeness of any data conversion or data import or export to or from the User to Helios Protocol.
i. Helios Protocol will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data relating to the User.
ii. Helios Protocol has the right to use for legitimate business purposes all data and information collected in connection with this Agreement.
17. Limitation of Liability. User acknowledges that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Service can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service. User acknowledges that Helios Protocol is not responsible for any such interference with or prevention of User’s use of or access to the Service. Except for the obligations of indemnity hereinafter set forth, neither Party (nor its suppliers or Contributors) shall be liable to the other Party for any damages for loss of profits or business, loss or damage to data or failure to realize expected savings, or for any punitive, consequential, incidental or indirect damages, related to the use of or inability to use the Service, even if the Party could reasonably foresee or has been advised of the possibility of such damages.
18. Indemnification. User agrees to indemnify and hold harmless Helios Protocol and any of its Contributors, and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys’ fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Service. As used in this Agreement, "affiliate", means any entity, which controls, is controlled by, or is under common control with the named entity.
19. Equitable Relief. Nothing in this Agreement shall be interpreted as prohibiting Helios Protocol from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.
20. Governing Law / Jurisdiction. This Agreement shall be governed by and constructed under the laws of the Province of British Columbia, Canada, without reference to principles of conflict of laws, and any action brought by the parties to this Agreement to enforce or interpret any provisions of this Agreement shall be brought to and subject to the exclusive jurisdiction of the courts of Vancouver, British Columbia, Canada. The Parties hereby consent to such jurisdiction and waive any objection to such venue.
22. General. This Agreement sets forth the entire agreement and understanding of the Parties & relating to the subject matter herein and supersedes all prior agreements and understandings, oral and written, between the Parties hereto with respect to the subject matter herein. Failure by Helios Protocol to enforce any provision of this Agreement will not be deemed a waiver of future enhancement of that or any other provision.
Nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party. This Agreement shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Agreement. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
Helios Blockchain Technologies Ltd.
205-155 19th Street east, North Vancouver, BC, Canada.