📃 Helios service terms and conditions

Please read the following carefully before accessing and/or using the Helios service.

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE HELIOS SERVICE.

By accessing and using the Helios Service (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (“Terms”), and are entering into a binding legal agreement with Helios Inc. (“Helios”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

  1. Ability to Accept Terms. The Service is only intended for individuals aged 18 years or older. If you are under 18 years please do not visit or use the Service.
  2. Description of the Service. Helios is a developer platform that helps increase development velocity at all stages of the developer’s journey when building cloud-native applications (the “Platform” or “Service”), is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website https://gethelios.dev/ (“Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, software developer kit (SDK) and features made available or provided to you by Helios in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
  3. Subscription to the Service. Subject to your compliance with these Terms, and payment of applicable fees, Helios hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only.
  4. Restrictions on Use. You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Helios’ sole discretion) an unreasonable or disproportionately large load on the Helios infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Helios’ or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Helios’ own without Helios’ prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. To the extent applicable, you agree to remain liable to Helios for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
  5. Account. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself or, if applicable, a permitted End User to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; (iv) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (v) to promptly notify Helios in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by using the tools that we make available within the Service or by sending a cancellation request to us at [email protected] in which case we will use commercially reasonable efforts to respond within a reasonable time.
  6. User Submissions
    1. The Platform may permit hosting, sharing, posting, and publishing of content including but not limited to, any text, information, documents, descriptions, files, images, photos, videos, sounds and musical or literary works by you and other users (“User Submissions”). Your User Submissions may be posted to the Platform, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. Unless otherwise specifically prohibited by you, we have complete discretion whether to publish your User Submissions. We reserve the right without further notice to you, to monitor, censor, edit, refuse to post, remove, delete and/or remove any and all User Submissions at any time and for any reason.
    2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by these Terms. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic. You retain all of your ownership rights in your User Submissions.
    3. License to User Submissions. Subject to these Terms and the terms of our Privacy Policy (as defined below), by submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions only in connection with the Platform, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each Platform user a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in accordance with these Terms.
    4. Exposure. You understand and acknowledge that when accessing and using the Platform: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.
    5. Disclosure. We reserve the right to access, read, preserve and disclose any User Submission or any other information that we obtain in connection with the Platform as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your user support requests; or (v) protect the rights, property or safety of Helios, our users or the public.
    6. Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches these Terms. We are not responsible to the content on User Submission provided by you or any other user.
  7. Copyright Policy
    1. Removal of Content. It is the policy of Helios to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. (“DMCA”) Section 512, Helios has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the Platform. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Platform users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:
      1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
      2. A description of the copyrighted work you claim has been infringed;
      3. A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly;
      4. Your address, telephone number, and email address;
      5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
      6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
    2. Counter-Notification. If you believe that the material you posted was removed from the Platform by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the DMCA Section 512(g)(3) to confirm these requirements):
      1. Your physical or electronic signature;
      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;
      3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
      4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Helios may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
    3. Misrepresentations. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
    4. Copyright Agent. Helios’ agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows:
      Ran Nozik
      2345 Yale Street, Palo Alto, CA
      Email: [email protected]
  8. Our Privacy Policy. Helios’ Privacy Policy is available at https://gethelios.dev/privacy/ (“Privacy Policy”).
  9. Title. Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Helios’ intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Helios (or its third party licensors). “Helios”, the Helios Logo, Helios fonts and summaries and other marks are Marks of Helios or its affiliates. The content on the Platform is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.
  10. Term. These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period (“Initial Term”). Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
  11. Free Trial Period. We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude (or you will be downgraded to the “free forever” plan) at the end of the Trial Period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service; or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that Helios: (a) does not make any commitments in connection with the Service during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time. We also reserve the right to add promotions with respect to the Services and withdraw such promotions, at our discretion.
  12. Termination. Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by cancelling your Account. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
  13. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 4, 6, 7, 8, 9, 13, 15-18, 21 and 22 shall survive termination of these Terms.
  14. Fees
    1. Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in Site and\or the Order Form, as applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Site and\or the Order Form (as applicable), be determined by Helios then-current subscription fees.
    2. Unless otherwise stated, all fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site and\or the Order Form, as applicable.
  15. Warranty Disclaimer
    1. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results.
    2. HELIOS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HELIOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. HELIOS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND HELIOS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
    3. HELIOS DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
    4. YOU SPECIFICALLY ACKNOWLEDGE THAT HELIOS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL OR NEGLIGENT CONDUCT) OF ANY PLATFORM USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
      YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY PLATFORM USER IN CONNECTION WITH THE PLATFORM OR ANY USER SUBMISSION, YOU AGREE THAT HELIOS IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. HELIOS RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
    5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
  16. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HELIOS SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF HELIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HELIOS FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE 6 MONTHS PRIOR TO BRINGING THE CLAIM.
  17. Indemnification. You agree to defend, indemnify and hold harmless Helios and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; (ii) your User Submissions; and/or (iii) your breach of these Terms.
  18. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Helios, its users or the public.
  19. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Helios without restriction.
  20. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
  21. Governing Law and Disputes
    1. These Terms shall be governed by the laws of the State of New York, without reference to its conflict of laws rules.
    2. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in New York, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Helios reserves the right to seek injunctive relief in any court of competent jurisdiction.
  22. General. These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Service between you and Helios and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Helios, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: July 13, 2022


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