Effective date: [May 5th, 2023]

Welcome to HeliChain! These Terms of Use ("Terms") govern your access to and use of HeliChain's services, including the HeliChain website (the "Site"), as well as any other related website, app, or services that link to these Terms (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

The Foundation maintains and operates the Services as a portal for access to and news, information, analytics, and updates about the HeliChain ecosystem and in certain instances for interacting with blockchain HeliChain. The Site may also offer one or more interfaces to facilitate user interaction with HeliChain services, including functions facilitating claiming allocations of the $HELI token. For the avoidance of doubt, the Foundation does not control the HeliChain and cannot control any activity or data on the HeliChain, the activities of persons who develop and use applications on HeliChain, the validation of transactions on the HeliChain, or use of the HeliChain. The HeliChain is an open-source protocol that is maintained and processed by HeliChain validators across the globe. Furthermore, the Foundation does not control the emission, allocation or transmission of the $HELI token.

NOTHING ON OR IN THE SERVICES SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY, DIGITAL ASSET, SECURITY OR FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE. By accessing or using the Service, you agree to be bound by the terms and conditions contained in these Terms.

Information Ownership: The Services and all content and materials contained therein, including the HeliChain logo and other designs, text, graphics, trademarks, pictures, information, data, software, sound files, and/or other files related thereto (collectively, "Content") are the sole and proprietary property of HeliChain.

Third Party Intellectual Property: The Services may include software components provided by HeliChain or third parties that are subject to separate license terms.

Third Party Services: The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. the Foundation provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk.

Limited License to You: These Terms grant users a limited and non-exclusive right to use the Services and Content for personal, non-commercial purposes. Any reproduction, distribution, modification, or exploitation of the Content beyond the permitted usage is prohibited.

Prohibited Uses: You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The Prohibited Uses listed below are representative, but not exhaustive, and the Foundation reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. By creating a User Account, you agree that you will not use your User Account to do or undertake any of the following, as determined by the Foundation in its sole discretion:

Eligibility: You are not allowed to use the Services if you are under the legal age in your jurisdiction or if accessing, viewing, and/or using the Services is otherwise illegal in your jurisdiction. If any of these conditions apply to you, please exit this site immediately. By continuing to use this site, you are representing that none of these conditions apply to you. Additionally, you cannot use the Token Claim Interface if you are a resident of the United States, Canada, or any jurisdiction where such use is unlawful.

Updates to Terms of Use: Your use of the Services is subject to your acceptance of these Terms, which may be revised by us at any time, with or without prior notice to you. The Effective Date of the most current version of the Terms will be provided at the top of each version of these Terms, respectively. Any updates will become effective when we publish the revised Terms. If you do not agree to these Terms, you must not use the Services.

Updates to the Services: We may periodically update and modify our Services to reflect changes in our products, the needs of our users, and our business priorities. We will make reasonable efforts to notify you of any major changes.

To the maximum extent allowed by applicable law, you agree to protect, defend, and release the Foundation, along with our current, past, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively referred to as the "Foundation Parties") from any and all actual or alleged claims, damages, awards, judgments, losses, liabilities of any kind and nature, whether known or unknown, arising from or related to (a) your use or misuse of the Services, (b) your violation of these Terms, and/or (c) your violation of any rights of any third party. You agree to promptly inform the Foundation of any such claims and fully cooperate with the Foundation Parties in defending against such claims. Furthermore, you acknowledge that the Foundation Parties shall have control over the defense or settlement of any third-party claims. This indemnification provision is in addition to, and not in place of, any other indemnification agreements outlined in any written agreements between you and the Foundation.

EXCEPT AS OTHERWISE SPECIFICALLY STATED IN A WRITTEN AGREEMENT BY THE FOUNDATION, THE SERVICES, CONTENT, AND ANY LISTED DIGITAL ASSETS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED. THE FOUNDATION (AND ITS AFFILIATES, LICENSORS, AND/OR OTHER BUSINESS ASSOCIATES) MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE WITHOUT INTERRUPTION, TIMELY, SECURE, OR ERROR-FREE; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. THE FOUNDATION DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT REGARDING THE SERVICES AND CONTENT. YOU ACKNOWLEDGE THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND ENGAGING IN ONLINE TRANSACTIONS OVER THE INTERNET AND AGREE NOT TO HOLD US LIABLE FOR ANY SECURITY BREACH, UNLESS DUE TO OUR GROSS NEGLIGENCE.

YOU ALSO AGREE THAT THE FOUNDATION HAS NO CONTROL OVER AND PROVIDES NO GUARANTEES OR PROMISES REGARDING THE ACCURACY OF BLOCKCHAIN DATA, DIGITAL OWNERSHIP RECORDS, OR SMART CONTRACTS. THE FOUNDATION DOES NOT OFFER OR INVITE ANY ACQUISITION, PURCHASE, TRANSFER, SALE, OR DEALINGS IN TOKENS. YOU WAIVE ANY AND ALL RIGHTS AND CLAIMS, WHETHER KNOWN OR UNKNOWN, AGAINST THE FOUNDATION (AND ANY RELATED PARTIES) RELATING TO THE INTERFACE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE FOUNDATION OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN

Informal Resolution: In case of any dispute between you and the Foundations, you agree to initiate communication in writing with the Foundation and make a genuine and sustained effort for a minimum of forty-five (45) days to resolve the dispute before resorting to more formal methods of resolution, such as court actions, among others.

Arbitration Agreement: Any unresolved dispute, controversy, or claim ("Dispute") arising from these Terms, the Foundation's services and/or products, including the Services, or related to communications between you and the Foundation or other users of the Services, will be conclusively settled through binding arbitration after the informal dispute resolution period of forty-five (45) days. This mandatory arbitration agreement applies to both you and the Foundation. However, it does not apply to (a) any Dispute related to the Foundation's intellectual property infringement or unauthorized access to the Services as outlined in these Terms, or (b) prevent you from using applicable small claims court procedures when appropriate.

Any Dispute, including all questions of arbitrability, shall be settled by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the ICDR in accordance with the International Arbitration Rules. The place, or legal seat of arbitration, shall be Geneva, Switzerland, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons without the consent of both parties. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

Subject to the limitation of liability set forth above, the arbitrator shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH THE FOUNDATION MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

Governing Law and Venue: Any dispute arising from these Terms and your use of the Service will be governed by and construed and enforced in accordance with the laws of Switzerland. Any dispute between the parties that is not subject to arbitration will be resolved in Geneva, Switzerland.

Severability: If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

Wavier: If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Assignability: These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with the Foundation’s prior written consent.

Notices: All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

If you have any questions or complaints about our Services or these Terms, please email us at [email protected]