TERMS OF USE

These Terms of Use (“Terms”) govern your use of the websites that link to these Terms. In these Terms, the word “Sites” refers to each of those websites and the services and functionalities offered on or in conjunction with such websites. You automatically agree to these Terms and to our Privacy Policy by browsing, using, or logging into the Sites. Please read these Terms carefully because they are a binding agreement between you (“you” or “your”) and Helm Operations Software Inc., and its affiliates, (“Helm”, “us”, “our” or “we”). If you do not agree to any of the terms and conditions set forth in these Terms, you have no right to use the Sites. Your use of our products or services may be provided by us pursuant to a separate manually or digitally-executed agreement (each, a “Master Services Agreement”). Those additional terms become part of your agreement with us, if you use our products or services or log into the Sites. In the event of a conflict between these Terms and your Master Services Agreement, your Master Services Agreement shall control.

1. Eligibility. You represent and warrant that you are over 18 years of age, and that you are fully able and competent to enter into these Terms and to comply with all of the terms and conditions herein. If you are accessing the Sites for or on behalf of a company, entity, or organization, you also represent and warrant that you are its authorized representative and that you have the authority to bind such company, entity or organization to this Agreement. If you are an agency who is entering into this Agreement on behalf of its client(s) (each, a “Client”), you further represent and warrant that you have the authority as Client’s agent to bind Client to this Agreement, and that all of your actions related this Agreement will be within the scope of such agency. All references to “you” and “your” refer collectively to you and your Clients.

2. Account. You may be required to create an account and specify credentials (or be given credentials by us) in order to use certain services or features on the Sites. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. You must not impersonate anyone else. If your information changes at any time, you must update your account promptly to reflect those changes. You may not share your account with anyone else. You must keep your account credentials confidential. You are responsible for all activity occurring under your account credentials. If you believe that your account has been compromised at any time, you must immediately notify us. We reserve the right to terminate the account or refuse any or all use of the Sites if registration information submitted appears or proves to be false, inaccurate or incomplete. Registration of more than one account per individual, and/or automatic generation of multiple accounts, are not permitted without our prior written consent.

3. Modifications to Terms. We reserve the right to change or modify the Terms or Privacy Policy from time to time. Posting the modified Terms or Privacy Policy on the Sites will give effect to the revised terms immediately or within the time frame specified in such posting. Your continued use of the Sites indicates your acceptance of the revised terms. If you do not agree to the revised terms, you must refrain from using the Sites.

4. Changes to the Sites. We reserve the right to suspend, discontinue, delete, modify, or remove the Sites or any content, feature, functionality, product or service offered from time to time, without prior notice and without liability. We reserve the right to offer certain products, features, functionalities or services only in various versions or in selected times, in our sole discretion. In addition, we reserve the right to charge a fee for use of certain products, features, functionalities or services, after prior notification to you.

5. Proprietary Rights. As between you and us, we are and shall continue to be the sole and exclusive owner of all right, title and interest in and to Sites and all materials and software therein (excluding your Content and excluding Third Party Components that are owned by third parties), our products and services and the technologies associated therewith, including all intellectual property rights associated with the foregoing and any enhancements to any of the foregoing. If you believe any content on the Sites infringes your copyrights, you may request that we remove the Content from the Sites or disable access to that Content by following the instructions under “Copyright Policy” below. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any material presented on the Sites to any third party (including, without limitation, the display and distribution of such material via a third party website) without our express prior written consent. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under any applicable law.

6. Content; Feedback. We may provide opportunities for you to use the Sites in conjunction with text, photographs, videos, advertising materials or other content that you provide or make available to us (collectively, “Content”). You can only use such Content if you own all the rights to that Content, or if another rights holder has given you all necessary rights and permissions. You do not transfer ownership of your Content simply by providing or making it available to us. However, by providing or making Content available to us, you grant us, our agents, licensees, and assigns an irrevocable, non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content as necessary for us to provide our products and services to you. You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content that you provide or make available to us. If you send us any information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you. You hereby assign to us any suggestions, ideas, enhancement requests, feedback or recommendations you provide to us related to the Sites.

7. Third Party Components; Third Party Content; API. (a) Third Party Components. From time to time, certain third party components, services, content or functionality may be made available on the Sites (“Third Party Components”). Third Party Components may be subject to their own, separate license agreements and/or terms of use (“Third Party Agreements”). You assume all risks and liabilities associated with the use of any such Third Party Components, and are solely responsible for abiding by all applicable Third Party Agreements. We are not responsible for, and disclaim all liability in connection with, Third Party Components. (b) Third Party Sites. You may encounter links to other websites, advertisements or media (“Third Party Sites”) on the Sites. Be aware that no Third Party Sites are endorsed, supported, or controlled by us. You agree that the accountability for Third Party Sites, including their content, privacy policies and practices, lies solely with the owners and operators of such Third Party Sites and not with us. By using the Sites, you expressly relieve us from any and all liability arising from your use of any Third Party Site. (c) Application Programming Interfaces. (i) “Helm API” means our application programming interface that we may make available to you from time to time. The Helm API shall be deemed included in the defined term “Site” for purposes of this Agreement. The Helm API is provided “as is” and we disclaim any and all warranties, whether express or implied, in connection therewith. You may use the API solely for your internal business purposes and in accordance with your Master Services Agreement and the documentation and specifications made available by us from time to time (“Documentation”). If the number of API calls permitted to be made during a given time period are specified in the Documentation, you agree not to exceed such limits. You agree that you will not, and will not assist, permit, authorize, or enable others to do any of the following without our express prior written consent: (a) reverse engineer or decompile the Helm API or any component, or attempt to create a substitute or similar service through use of or access to the Helm API, unless this is expressly permitted or required by applicable law; (b) copy, rent, lease, sell, transfer, assign, sublicense, or alter any part of the Helm API; (c) use the Helm API for any illegal or unauthorized purpose, or in any manner which would violate this Agreement; (d) remove any legal, copyright, trademark or other proprietary rights notices contained in or on the Helm API or our services; (e) use the Helm API in a product or service that competes with products or services offered by us or our affiliates.

(ii) Third Party API. Helm may from time to time use Third Party API Services which may be subject to additional terms and conditions.

8. Copyright Policy. We will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that content is being displayed on or through the Sites in a manner that constitutes copyright infringement (such person or entity, a “Complainant”) and sends to us a properly submitted copyright notice as indicated below, we will investigate, and if we determine, in our discretion, that the material is infringing, we will remove such material (and may terminate the access of the user who posted such content in the case of repeat infringers). All notices claiming an infringement of copyright rights must contain the following: (a) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included; (b) A statement specifically identifying the location of the infringing material, with enough detail that we may find it on the Sites. Please note: it is not sufficient to merely provide a top level URL; (c) The complete name, address, telephone number and e-mail address of Complainant; (d) A statement stating that Complainant has a good faith belief that the use of the material is not authorized by the owner of the rights, their agents, or by law; (e) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (f) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed. Our contact information for notice of alleged copyright infringement is:

   support@helmoperations.com

   or via mail to

   Helm Operations Software Inc.

   Attn: Copyrights

   400 1208 Wharf Street,

   Victoria, BC,

   V8W 3B9, Canada

9. Restrictions. You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for your Content and for all acts or omissions that occur under your account. You may not use the Sites in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms or protect the Sites). For example and without limitation, you may not, nor attempt to or encourage or aid others to, directly or indirectly: a) Reverse engineer, decompile, disassemble or otherwise attempt to derive the Sites’ source code, techniques, processes, algorithms, or other content or software made available or viewable to on or through the Sites; b) Copy, reproduce, alter, modify, publicly display, distribute, translate, adapt, or create derivative works from the Sites or portions thereof; c) Use Sites or portions thereof for the benefit of third parties, rent or lease any content or software from the Sites or portions thereof, or make same available to any third party on a “service bureau” basis; d) Make any commercial use of any content or software from the Sites except as expressly agreed upon between you and Helm in a separate, written, duly executed agreement; e) Transfer any content or software from the Site to another person or entity or “mirror” same on any other server; f) Remove or alter or obscure any proprietary notices from the Sites; g) Use any robot, spider, other automated device or manual process to monitor or copy any content or software from the Sites; h) Use the Sites or any portions thereof for competitive purposes, for performing comparisons, or for any other “benchmarking” activities, either alone or in connection with any software; i) Attempt to gain unlicensed admission to the Sites or any related systems or networks by means of hacking, password mining, or any other illegal or unethical means; j) Use the Sites in any manner that violates applicable laws or regulations, or for any purpose not expressly permitted in this Agreement or a Master Services Agreement; k) Impose a load that is unreasonable or too large on the Sites’ infrastructure, or make unnecessary traffic demands; l) Use the Sites in a manner that violates the rights of other users or third parties, such as breaching a third party’s right of confidence, copyright, trademark, patent, trade secret, moral rights, privacy rights, or any other rights, whether intellectual or proprietary; m) Use the Sites as a means of transmitting destructive items such as viruses, worms, Trojan horses, or any devices, software or routine designed to interfere with the proper working order of the Sites or any computer or device; n) Harvest or collect email addresses or other contact information for any unauthorized purpose; o) Use any of our Sites (including without limitation our creative authoring or editing tools and/or the Helm API) except in connection with advertisements that are served and/or measured utilizing Helm’s products and services in accordance with your Master Services Agreement; p) Use the Sites in connection with any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes or any other unauthorized solicitation material; or q) Use the Sites in conjunction with any advertisement or media with respect to which you are not legally authorized to make such use, or use the Sites in conjunction with any content which violates any law or regulation, infringes or dilutes any third party rights, is libelous or defamatory, promotes hate, violence, discrimination or racism or any illegal activities, products, services or subject matter, is adult-related or obscene, or contain any viruses, Trojan horses, spyware, malware or other harmful or malicious components, or in any manner not permitted by the applicable Master Services Agreement. We are not responsible to monitor any users or your Content. However, if we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Sites, and take appropriate legal actions.

10. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET OUT IN YOUR MASTER SERVICES AGREEMENT, NEITHER HELM NOR ITS AFFILIATES, SUBSIDIARIES, PARENT, AGENTS OR SERVICE PROVIDERS (THE “SERVICES ENTITIES”) MAKE ANY SPECIFIC PROMISES ABOUT THE SITES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SITES, THE SPECIFIC FUNCTIONS OF THE SITES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, AND WE DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE PROVIDE THE SITES “AS IS” AND “AS AVAILABLE”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES OR LIMIT THE ABILITY TO DISCLAIM WARRANTIES. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

11. Limitation of Liability. EXCEPT WHERE PROHIBITED, THE SERVICES ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SITES, YOUR USE OF THE SITES OR ANY THIRD PARTY’S USE OF THE SITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. YOUR EXCLUSIVE REMEDY AND THE SERVICE ENTITIES’ TOTAL AGGREGATE LIABILITY RELATING TO OR IN CONNECTION WITH THE SITES UNDER ANY THEORY OF RECOVERY SHALL BE LIMITED TO THE LESSER OF: (1) THE AMOUNTS PAID BY YOU FOR USE OF THE SITES; OR (2) TEN U.S. DOLLARS ($10). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION AND/OR CLAIMS IN THE AGGREGATE FOR ANY REASON. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT THE SERVICE ENTITES’ ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THESE TERMS. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Indemnification. You agree to indemnify and hold harmless Helm and its subsidiaries, parent, affiliates, officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, claims, damages, costs and expenses, including but not limited to reasonable attorney’s fees and costs of litigation, related to or arising out of: (i) your breach of these Terms, (ii) any Content you submit or post, (iii) your use of the Sites, or (iv) any infringement or violation by you or a third party that may be using your account of any intellectual property right, proprietary right or other right of any person or entity. You may not settle any claim without our prior written consent.

13. Termination. This Agreement shall be in force while you use the Sites. You may stop using the Sites at any time in your sole discretion. We reserve the right to terminate, without prior notice, any user account or to suspend any user’s access to the Sites (temporarily or permanently), with or without notice, if we believe that the user has violated these Terms. If your account or access rights are terminated, your rights to use the Sites will cease immediately. Termination is without prejudice to all other remedies available to us. All provisions of these Terms that are, by their nature, meant to survive termination or expiration of these Terms, including but not limited to those relating to liability and indemnity, shall survive any expiration or termination of these Terms.

14. Communications. When you use any of our Sites or send communications to us through any of the Sites, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Sites. We may communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy. Notices that we send to the email address that you have provided to us shall be deemed delivered and effective when sent to such email address.

15. Governing Law and Jurisdiction. These Terms are governed by and construed in accordance with the Province of Ontario and the laws of Canada, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Sites resides in the courts located in the Province of Ontario, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. Notwithstanding the foregoing, Helm may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Any failure by us to enforce our rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If it turns out that a particular provision in these Terms is not enforceable, that will not affect any other provision.

16. Miscellaneous. The captions in these Terms are solely for convenience and shall not affect interpretation thereof. These Terms shall not be modified except in writing signed by both parties or by a new posting by us as described above. These Terms do not provide you with the authority to bind us in any way. Each party shall be and act as an independent contractor and not a partner, joint venturer, agent, employee or employer of the other in connection with these Terms. You shall not assign these Terms. Any assignment made in violation of these Terms will be void. We reserve the right to transfer or assign these Terms without restriction. You agree that regardless of any statute or law to the contrary, any claim or cause of action against us arising out of or related to use of the Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. All notices to us in connection with these Terms will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows or to such other address as we may designate from time to time:

    support@helmoperations.com

    or via mail to

    Helm Operations Software Inc.

    Attn: Copyrights

    400 1208 Wharf Street,

    Victoria, BC,

    V8W 3B9, Canada

Last updated on: 4th October 2023

By clicking to proceed, you confirm you have read and understood to the Terms of Use and agree to be bound by the terms therein.