Terms of Service

HELIX SOFTWARE TERMS OF SERVICE

 

Thank you for selecting the Services offered by Helix Software Technologies Corporation. and/or its subsidiaries and affiliates (referred to as "Helix", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Helix. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

 

GENERAL TERMS

 

1. AGREEMENT

This Agreement describes the terms governing your use of the Helix Services. It includes by reference:

  • Helix's Privacy Statement

  • Additional terms and conditions, which may include those from third parties.

  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

 

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

  • You can form a binding contract with Helix;

  • You are not a person who is prohibited from receiving the Services under the laws of the Philippines, or any other applicable jurisdiction; and

  • You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

 

2. YOUR RIGHTS TO USE THE SERVICES

 

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Helix. Helix reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Helix grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

 

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.

  • Decompile, disassemble, or reverse engineer the Services.

  • Make the Services available on any file-sharing or application hosting service.

 

3. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless Helix or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

  1. Payments will be billed to you in Philippine Pesos, Euros, U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT), as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

  2. You must pay with one of the following:

    1. A valid credit card acceptable to Helix;

    2. A valid debit card acceptable to Helix;

    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
      or

    4. By another payment option Helix provides to you in writing.

  3. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

  4. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

  5. Helix will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.

  6. Additional cancellation or renewal terms may be provided to you on the website for the Services.

 

4. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, Internet access and may require software.  You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

 

HELIX MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: 

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES  AT ANY TIME OR FROM ANY LOCATION;

  2. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

 

5. DATA PROCESSING AND PRIVACY

Data Processing and Privacy. (a) Helix is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that Helix will process your personal information as described in our Privacy Statement when you use our Services.

 

6. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services.

  1. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services.  By making your Content available through your use of the Services, you grant Helix a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Helix is not responsible for any of your Content that you submit through the Services.

  2. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

    1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;

    2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

    3. Except as permitted by Helix in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;

    4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and

    5. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

 

6.2 Restricted Use of the Services.

  1. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Helix or could subject Helix to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Helix’s opinion, is prohibited under this Agreement; (v) any other activity that places Helix in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Helix system or network or to breach Helix’s security or authentication measures, whether by passive or intrusive techniques. Helix reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

 

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Helix does not support and is not responsible for the Content in these community forums.  Please use respect when you interact with other users.  Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Helix is not responsible.

 

6.4 Helix may freely use feedback you provide. You agree that Helix may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Helix a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Helix in any way.

 

6.5 Helix may monitor Content. Helix may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Helix or its customers, or operate the Services properly. Helix, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

 

7. ADDITIONAL TERMS

 

7.1 Helix does not give professional advice. Unless specifically included with the Services, Helix is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

 

7.2 We may tell you about other Helix Services. You may be offered other services, products, or promotions by Helix ("Helix Services"). Additional terms and conditions and fees may apply. With some Helix Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.

 

7.3 Communications. Helix may be required by law to send you communications about the Services or third party products. You agree that Helix may send these communications to you via email or by posting them on our websites

 

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Helix if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

 

8. DISCLAIMER OF WARRANTIES

 

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIX, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. HELIX AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

 

8.2 HELIX, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF HELIX, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, HELIX, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET HELIX SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF HELIX AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF HELIX, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

 

You agree to indemnify and hold Helix and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Helix reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Helix in the defense of any Claims.

 

10. CHANGES. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part.  It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

 

11. TERMINATION. Helix may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users,  raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Helix policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Helix’s interests or those of another user of the Services. Upon Helix notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due.  Any termination of this Agreement shall not affect Helix’s rights to any payments due to it. Helix may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

 

12. EXPORT AND TRADE RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government.  You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Wales, or other applicable jurisdiction.  For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition.  You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

 

13. GOVERNING LAW AND JURISDICTION.  This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Helix’s or its Suppliers’ intellectual property rights may cause Helix irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Helix shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Helix’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Helix arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Helix does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Helix prohibits accessing content from within countries or states where such content is illegal.  You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

 

14.  LANGUAGE.  Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.  

 

15. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Helix regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Helix. However, Helix may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Helix or (c) a successor by merger. Any assignment in violation of this Section shall be void.