Last Updated: April 26, 2019

Thank you for selecting Helm, an online cash flow forecasting tool designed for bookkeepers, accountants and small to medium sized businesses. Please read these terms of service carefully and thoroughly. They form a legal agreement between you and Slick, Iterative Design Corp., which is doing business as Helm.

Preamble

BY REGISTERING TO USE HELM, YOU ACCEPT THIS AGREEMENT AND ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND TO THIS AGREEMENT, THEN YOU MAY NOT USE THE SERVICE IN ANY MANNER WHATSOEVER.

MORE SPECIFICALLY, HELM PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY REGISTERING TO USE HELM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY AND BIND SUCH CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN HELM WILL NOT AND DOES NOT PROVIDE THE SERVICE TO YOU AND YOU MUST NOT USE THE SERVICE IN ANY MANNER WHATSOEVER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE OR SERVICE THAT YOU DID NOT ACQUIRE LAWFULLY.

In consideration of the mutual covenants, terms and conditions set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Helm agree as follows:

Definitions

In this Agreement, including in the preamble above, the following terms have the following meanings:

Action means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law, in equity or otherwise.

Agreement means this terms of service agreement for Helm between you and Helm.

Access Fee means the monthly fee (excluding any taxes and duties) payable by you in accordance with the Fee Schedule.

Confidential Information includes all information exchanged between the Parties, whether in writing, electronically or orally, including in connection with the use of the Service. Confidential Information does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other Party.

Data means any data inputted by you, or another person under your authority, into the Website.

Fee Schedule means the fees that Helm charges for the Service as detailed on the Website, which may be updated or amended by Helm from time to time.

Helm means Slick, Iterative Design Corp., doing business under the tradename “Helm”.

Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Invited User means any person that you invite and authorize, from time to time, to use the Service on your behalf.

Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers.

Parties means you and Helm and Party means either one as the context requires.

person includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status.

Service means the online cash flow forecasting services made available (as may be changed or updated from time to time by Helm) via the Website.

Subscriber Systems means your information technology infrastructure including computers, software, hardware, databases, electronic systems and networks whether operated directly by you or through the use of third-party services.

Term means the period of time commencing on the date that you register to use the Service and continuing until this Agreement is terminated in accordance with Section 18.

Website means the internet site at the domain takethehelm.app or any other site operated by Helm.

you means the person who registers to use the Service and your has a corresponding meaning.

General Terms

1. Service

Subject to and conditional on your compliance with the terms and conditions of this Agreement, during the Term Helm will use commercially reasonable efforts to provide the Service to you and your Invited User(s).

You agree that Helm will retain sole control over the hosting, operation, provision, management and maintenance of the Service and materials associated with the Service including the systems used in respect of the Service, location(s) where any of the Service are performed, selection, deployment, modification and replacement of the software for the Service and performance of Service maintenance, upgrades, corrections and repairs.

You also agree that you will retain sole control over the operation, management and maintenance of, and all access to and use of, the Subscriber Systems and sole responsibility for all access to, and use of the Service by any person by or through the Subscriber Systems or any other means controlled by you or any Invited User.

2. Changes

You agree that Helm may, in its sole discretion, make any changes to the Service and materials associated with the Service as it deems necessary or useful to maintain or enhance: (a) the quality or delivery of the Service to its customers; (b) the competitive strength of or market for the Service, or (c) the cost efficiency or performance of the Service, or to otherwise comply with any laws that apply to the Service or Helm.

You also agree that Helm may, in its sole discretion, change the terms of this Agreement at any time, effective upon the posting of modified terms on the Website and that Helm will use reasonable commercial efforts to communicate these changes to you via email or notification via the Website. You understand that the terms of this Agreement are likely to change over time. It is your sole responsibility and obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.

3. Right to Use Software

Subject to and conditional on your compliance with the terms and conditions of this Agreement, including the timely payment of the applicable Access Fee, Helm authorizes you to access and use the Service during the Term via the Website and such materials as Helm may supply or make available to you solely to be used in connection with the Service by and through you and your Invited User(s), all in accordance with the specifications that Helm may disclose to you and the conditions and limitations contained in this Agreement. This authorization is personal, limited, non-exclusive and non-transferrable.

You acknowledge and agree that the Service is protected by copyright, trade secret and other intellectual property laws and that you will not and will ensure that each Invited User(s) do not use the Service for any purpose which is not expressly authorized by Helm in accordance with this Agreement.

4. General Use

You must and must ensure that any Invited User(s) only use the Service and Website for your or their own lawful internal business purposes, in accordance with this Agreement and any notice sent by Helm or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement.

5. Access to Service

When accessing and using the Service, you must not:

a) undermine or attempt to undermine the security or integrity of Helm’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;

b) use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

c) attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Service is hosted;

d) transmit, or input into the Website, any files that may damage the Website or Helm’s data or any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you or an Invited User does not have the right to use);

e) bypass or breach any security device or protection used by Helm in respect of the Service or the Website;

f) access or use the Service or materials provided to you by Helm for purposes of competitive analysis of the Service or the Website, the development, provision or use of a competing software service or product or any other purpose that is to Helm’s detriment or commercial disadvantage;

g) copy, modify or create derivative works or improvements of the Services or materials which Helm may have provided to you;

h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise makes available any of the Services or materials which Helm may have provided to you to any other person (other than an Invited User) including on or in connection with an time-sharing, service bureau, software as a service, cloud or other technology or service;

i) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation; and

j) otherwise access or use the Services or the materials that Helm may have provided to you beyond the scope of the authorization granted under Section 3 and Section 4.

You will not allow an Invited User to do any of the foregoing.

6. Invited Users

Subject to the terms and conditions of this Agreement and subject to any applicable laws, you acknowledge and agree that:

a) you determine who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;

b) you are responsible for all Invited Users’ use of the Service;

c) you control each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or will have that different level of access, as the case may be; and

d) if there is any dispute between you and an Invited User regarding access to any organization or Service, you will decide what access or level of access to the relevant Data or Service that Invited User will have, if any.

7. Use on Mobile Device

Use of the Service may be available through a mobile device. You agree that you are solely responsible for any requirements in this regard, including any applicable changes, updates and fees, and any agreements needed with your mobile device and telecommunications provider.

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

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

b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND,

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

8. Payment Obligations

An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Helm will continue invoicing you in accordance with the Fee Schedule until this Agreement is terminated in accordance with Section 18.

All invoices will be sent to you, or to a billing contact whose details are provided by you, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that you have added to the Service or that have been added with your authority or as a result of your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon your acceptance of responsibility for payment of any Access Fees in relation to all of such organizations. Without prejudice to any other rights that Helm may have under this Agreement or at law, Helm reserves the right to render invoices for the full (non-discounted) Access Fees due, or to suspend or terminate your use of the Service in respect of any or all of your organizations, in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.

9. Privacy

We maintain a privacy policy that sets out Helm’s obligations in respect of personal information. You should read that policy at www.takethehelm.app/privacy-policy/. Your acceptance of this Agreement will be deemed to be your acceptance of Helm’s privacy policy.

10. Confidentiality

Unless the relevant Party has the prior written consent of the other Party or unless required to do so by applicable law:

a) A Party will preserve the confidentiality of all Confidential Information of the other Party obtained in connection with this Agreement. Neither Party will, without the prior written consent of the other Party, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.

b) Each Party’s obligations under this clause will survive termination or expiration of this Agreement.

c) The provisions of Section 10(a) and Section 10(b) will not apply to any information which:

i) is or becomes public knowledge other than by a breach of Section 10;

ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv) is independently developed without access to the Confidential Information.

11. Intellectual Property

Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Helm (or its licensors).

Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Access Fee when due and your compliance with the terms and conditions of this Agreement. You hereby grant Helm an irrevocable licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use to the Service, as may be necessary or useful to enforce the terms and conditions of this Agreement, and for any other purpose related to provision of the Service to you or your Invited User(s) or to otherwise exercise Helm’s rights and perform Helm’s obligations under this Agreement.

12. Communication Tools

As a condition of this Agreement, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. Without limiting your obligations contained in Section 5, you agree not to use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

When you make any communication on the Website, you represent that you are permitted to make such communication. Neither Helm, nor its affiliates, are under any obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. Helm and its affiliates reserve the right to remove any communication at any time in its sole discretion.

13. Additional Terms

You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Helm of any unauthorized use of your passwords or any other breach of security and Helm will reset your password and you must take all other actions that Helm deems necessary to maintain or enhance the security of its computing systems and networks and your access to the Service. You will employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to prevent against any unauthorized access and use of the Service and to control the content and use of the Data.

14. Representations and Warranties and Agreements of the Subscriber

You represent and warrant, on your behalf and on behalf of any Invited User, that:

a) you have all power and capacity to enter into this Agreement, to grant the rights and licenses under this Agreement and to perform your obligations under this Agreement;

b) the acceptance of this Agreement by your representative has been duly authorized by all necessary actions and this Agreement will constitute a legal, valid and binding obligation of you, enforceable against you in accordance with its terms;

c) where you have registered to use the Service on behalf of another person, you have the authority to agree to this Agreement on behalf of that person and agree that by registering to use the Service you have the authority to bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of this Agreement;

d) you are authorized to use the Service and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to you through your use of the Website and the Service (whether that information and Data is your own or that of anyone else); and

e) you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or this Agreement.

f) Helm has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you;

g) Helm does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Helm is not in any way responsible and will not be in any manner liable for any such interference or prevention of your access or use of the Service;

h) Helm is not your accountant and use of the Service does not and cannot constitute the receipt of accounting advice or serve as a replacement for the provision of professional accounting advice from an accountant. If you or any of your Invited User(s) have any accounting questions, please contact an accountant;

i) you remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records);

j) if you use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

i) you are responsible for ensuring that you have the right to do so;

ii) you are responsible for authorizing any person who is given access to information or Data, and you agree that Helm has no obligation to provide any person access to such information or Data without your authorization and may refer any requests for information to you;

iii) you will indemnify Helm, its affiliates and each of their respective shareholders, directors, officers, employees, agents, advisors and representatives against any claims or loss relating to:

1) Helm’s refusal to provide any person access to your information or Data; and

2) Helm making available information or Data to any person with your authorization; and

k) it is your sole responsibility to determine that the Service provided in accordance with the terms and conditions of this Agreement, including, but not limited to, the limitations of liability contained in Section 17 meet the needs of your business and are suitable for the purposes for which they are used.

15. Indemnity

You will indemnify, defend and hold harmless Helm and its subcontractors and affiliates and each of its and their respective officers, directors, employees, agents, advisors, insurers, representatives, successors and permitted assigns (each a Helm Indemnitee) from and against any and all Losses incurred by any and all such Helm Indemntiee in connection with any Action by a third party that arise out of or relate to: (a) the Data, including any processing of Data by or on behalf of Helm in connection with this Agreement; (b) any other materials or information (including any documents, specifications, software, content or technology) provided by or on behalf of you or an Invited User; (c) a breach of or allegations of fact that, if true, would constitute a breach of any of your representations, warranties, covenants or obligations under this Agreement or any of the representations, warranties, covenants or obligations of an Invited User under this Agreement; or (d) your negligence or more culpable act or omission (including recklessness or wilful misconduct) by you, any Invited User or any third party on behalf of you or any Invited User.

16. Availability and Updates

Helm may alter, suspend, or discontinue the Website and/or Service at any time and for any reason or no reason, without notice, but will endeavour to provide notice of the same. The Website and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Helm may periodically add or update the information and materials on the Website without notice. You may need to update third-party software from time to time in order to use the Website and/or Service.

17. Limitations of Service and Limitations of Liability

a) THE PROVISION OF, ACCESS TO, AND USE OF, THE SERVICE AND THE MATERIALS THAT MAY BE PROVIDED BY HELM TO YOU IN CONNECTION WITH THE SERVICE IS ALL PROVIDED ON AN “AS IS” BASIS AND AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE AND ACKNOWLEDGE THAT HELM PROVIDES NO WARRANTY ABOUT THE SERVICE AND THAT HELM DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE SUITABLE FOR ANY PARTICULAR PURPOSE. FOR GREATER CERTAINTY, YOU AGREE THAT HELM HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT AND THAT HELM DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HELM MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICE OR MATERIALS THAT MAY BE PROVIDED TO YOU WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

b) YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE DOES NOT REPLACE THE NEED FOR YOU AND YOUR INVITED USER(S) TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. YOU THEREFORE MUST MAINTAIN COPIES OF ALL DATA INPUTTED INTO THE SERVICE. ALTHOUGH HELM ADHERES TO INDUSTRY PRACTICE POLICIES AND PROCEDURES TO PREVENT DATA LOSS, INCLUDING A DAILY SYSTEM DATA BACK-UP REGIME, HELM DOES NOT, IN ANY MANNER WHATSOEVER, MAKE ANY GUARANTEES THAT THERE WILL BE NO LOSS OF DATA. YOU THEREFORE AGREE AND ACKNOWLEDGE THAT HELM HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA OR THE DATA OF YOUR INVITED USER(S) FOR ANY REASON WHATSOEVER.

c) IN NO EVENT WILL HELM OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (I) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (II) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF SERVICES; (III) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (IV) BREACH OF DATA OR SYSTEM SECURITY; OR (V) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HELM WILL NOT BE LIABLE OR RESPONSIBLE TO YOU, YOUR INVITED USER(S) (OR ANY OTHER PERSON) AS IT RELATES TO YOUR RELIANCE ON SYSTEMS OR SERVICES OF OTHER THIRD PARTY SERVICE PROVIDERS TO BE USED IN CONNECTION WITH THE USE OF THE SERVICE OR THE WEBSITE. ALL THIRD PARTY MATERIALS ARE ALSO PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND SUCH THIRD PARTY.

e) YOU AGREE THAT IF YOU SUFFER LOSS OR DAMAGE FOR ANY REASON WHATSOEVER IN CONNECTION WITH THE PROVISION OF THE SERVICE OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THAT THE PROVISION OF THE SERVICE MAY INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY, ANY AND ALL CLAIMS BROUGHT BY YOU AGAINST HELM ARISING FROM SUCH NEGLIGENCE WILL BE STRICTLY LIMITED IN RESPECT OF ANY ONE INCIDENT, OR IN RESPECT OF AN AGGREGATE SERIES OF CONNECTED INCIDENTS, TO THE AGGREGATE AMOUNT OF THE ACCESS FEES PAID BY YOU IN THE 12 MONTH PERIOD PRIOR TO SUCH EVENT GIVING RISE TO A CLAIM IN CONNECTION WITH THIS SECTION 17(e).

f) IF YOU OR AN INVITED USER IS NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 18(c).

18. Term and Termination

a) Term

Unless terminated in accordance with this Agreement, the Term of this Agreement will automatically continue on a month-to-month basis provided that you continue to pay the Access Fee.

b) Trial policy

When you first sign up for access to the Service, you may evaluate the Service under the defined trial usage conditions with no obligation to continue to use the Service. If you choose to continue using the Service thereafter, you will be billed when you first add your billing details into the Service and elect a particular service level to receive in respect of the Service, as set out in more detail in the Fee Schedule. If you choose not to continue using the Service, you are required to delete your organization as a user or subscriber to the Service and must cease from using any and all of the Service.

c) No-fault termination

Either Party may, with one month’s advance written notice, terminate this Agreement. You agree that if you elect to terminate this Agreement pursuant to this Section 18(c), then you will still be required to Helm all applicable Access Fees up to and including the effective day of termination of this Agreement being, for greater certainty, the day that is one month after the day that you provide written notice to Helm that you wish to terminate this Agreement.

d) Breach

If there is an expiration of the Term, if Helm receives an order that expressly or by reasonable implication requires it to exercise its rights contained in Section 18(e) or if Helm, in its sole discretion, believes that you or any Invited User:

i) breached the terms of this Agreement and did not remedy the breach within 14 days after receiving notice from Helm of the breach (if the breach is capable of being remedied);

ii) breached the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of Section 5 or any non- payment of Access Fees in accordance with the requirements set out in the Fee Schedule);

iii) accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of specifications that Helm has disclosed to you in respect of the Service;

iv) is, has been or is likely to be involved in any fraudulent, misleading or unlawful activities; or

v) are insolvent or forced into liquidation or have a receiver or manager appointed in respect of any of your assets or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction,

then Helm may, in its sole discretion, take any or all of the actions described in Section 18(e).

e) Suspension or Termination of Service

Helm may, in its sole discretion, take any or all of the following actions upon the occurrence of the events described in Section 18(d) in respect of you and any or all other persons whom you have authorized to have access to the Service, the Website, your information or the Data through Helm:

i) immediately terminate this Agreement and the access and use of the Service and the Website granted to you and any Invited User;

ii) immediately suspend for any definite or indefinite period of time, the access and use of the Service and the Website granted to you and any Invited User; or

iii) immediately suspend or terminate access to all or any of the Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your billing contacts, billing plans or any of your organizations is not made in accordance with the requirements set out in the Fee Schedule, Helm may exercise any and all of its rights set out above.

f) Accrued Rights

You agree that on termination or expiration of this Agreement, you will:

i) remain liable for any accrued charges and amounts which have become due for payment prior to and up to the effective date of termination or expiration; and

ii) immediately cease to use the Service and the Website and ensure that all of your Invited User(s) and any other persons whom you have authorized to have access to the Service and the Website also cease to use the Service and the Website.

19. Export Restrictions

You acknowledge that the Service, including the mobile application, and the underlying software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Department of Commerce (15 CFR, Chapter VII[QA1] ) and that you will comply with all applicable laws and regulations. You will not export or re-export any part of the Service, in violation of the Canadian and U.S. export administration laws and regulations, directly or indirectly. You further acknowledge that the underlying software may include technical data subject to such Canada and U.S. export regulations.

20. Governing Law

The Province of Alberta and the federal laws of Canada govern this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of Alberta and the Courts of the Province of Alberta. Helm does not represent that the Service is appropriate or available for use in all countries or jurisdictions. You are accessing the Service on your own initiative and you are responsible for compliance with all applicable laws.

21. General

a) Entire agreement

This Agreement, together with the Helm Privacy Policy and the terms of any other notices or instructions given to you in respect of this Agreement, supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Helm relating to the Service and the other matters in this Agreement.

b) Subcontractors

You agree that Helm may, from time to time, in its discretion engage third parties to perform the Service.

c) Waiver

If either Party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

d) Delays

Neither Party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to your obligation to pay the Access Fees in a timely manner.

e) No Assignment

You may not assign or transfer any rights under or in connection with this Agreement or the Service to any person without Helm’s prior written consent.

f) No Deductions or Set-Off

All amounts payable to Helm under this Agreement will be paid by you to Helm in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason whatsoever.

g) Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the Parties.

h) Notices

Any notice given under this Agreement by either Party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Helm must be sent to [email protected] or to any other email address notified by email to you by Helm. Notices to you will be sent to the email address which you provided when setting up your access to the Service.

i) Rights of Third Parties

A person who is not a Party to this Agreement has no right to benefit under or to enforce any term of this Agreement as against Helm.