Last Updated: June 1, 2022
Nova Labs, Inc. (“Helium” or “we” or “us” or “our”) makes available to users certain software services accessible via a mobile device application, including the Helium Wallet (the “Helium Wallet Application” or “App”). The Helium Wallet Application allows users to (i) store locally on their own devices, tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, "Digital Assets"); (ii) link to decentralized applications, including (collectively "Dapp(s)"); (iii) view addresses and information that are part of digital asset networks and broadcast transactions; and (iv) additional functionality as may be added to the App from time to time (collectively the "Services"). Helium developed these Terms of Service (these “Terms”) to describe the terms that govern your use of the Helium Wallet Application.
By accessing the Helium Wallet Application or using any or all of the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not access the App or use the Services.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING "DISPUTE RESOLUTION". IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND PHANTOM WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.
Please refer to our Helium Wallet Privacy Policy for information on how we collect, use and disclose information from our Helium Wallet Application users. You acknowledge and agree that your use of the Services is subject to, and that we can collect, use and/or disclose your information (including any personal data you provide to us) in accordance with the Helium Wallet Privacy Policy.
We may modify the Terms at any time at our sole discretion. If we do so, we’ll let you know through a method(s) of communication which we deem reasonable. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to access the App or use the Services. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
You may use the Services if you are of the age of majority in your jurisdiction of residence, or older, and are not barred from using the Services under applicable law. By using the Services and agreeing to these Terms, you represent and warrant that:
If you want to use the Services, you will be asked to import an existing account or create an account (“Account”). To the extent you create an account, you agree that you won't disclose your Account credentials to anyone. You’re responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them.
You are solely responsible for the retention and security of your twelve or twenty-four word recovery phrase (“Seed Phrase”). Your Seed Phrase is the only way to access the cryptocurrency associated with your Account. Anyone that has access to your Seed Phrase can access your cryptocurrency. If you lose your Seed Phrase, you will not be able to access your cryptocurrency. You acknowledge that Helium does not store and is not responsible in any way for the security of your Seed Phrase. You agree to hold Helium, together with its affiliates, representatives, agents, and personnel harmless and no such party shall be liable in any way in the event you lose your Seed Phrase and cannot access, transfer, or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Seed Phrase and that Helium shall not be liable in any way in the event you lose your Phrase and cannot access your cryptocurrency.
We welcome feedback, comments, ideas, and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
The App and Services are proprietary to Helium and its licensors and must not be used other than strictly in accordance with these Terms. Helium grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the App for the purposes of accessing and using the Services in accordance with these Terms.
You agree not to use the Services in ways that:
The Services may contain links to third-party services and/or Dapps (“Third Party Services”). The Services enable you to access Dapps via a Dapp browser by navigating away from the App to the Dapp. When using a Dapp or other Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Services(including any related websites, resources or links displayed therein). We make no warranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites, applications, or resources.
You may incur charges from third parties for use of Third-Party Services. Fees charged for Third Party Services are not charged by Helium and are not paid to Helium. Under no circumstances shall Helium incur any liability, of any kind, to you arising from or relating to fees charged to you for Third-Party Services linked to or accessed through our Services.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may discontinue your use of the App and/or Services at any time. Upon any termination or discontinuation of the Services, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the App and Services in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Feedback, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIUM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. HELIUM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
You will indemnify and hold harmless Helium and its affiliates and each of its officers, directors, employees, representatives, and agents (the “Helium Parties”) from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the App, or Services (ii) Third Party Materials, or (iii) your violation of these Terms.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, HELIUM SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE APP OR SERVICES. HELIUM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF HELIUM HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. HELIUM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP OR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL HELIUM’S’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
You expressly agree that you assume all risks in connection with your access and use of the App and Services and your interaction therewith. You further expressly waive and release the Helium Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the App and Services and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
These Terms and any action related thereto will be governed by the laws of the state of California in the United States, without regard to its conflict of laws provisions, If you are a user located in the United States or Canada, the terms in the “Special Arbitration Provision for United States or Canada Users” section below apply to you.
If you are not located in the United States or Canada, you agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services (each, a “Dispute,” and together, “Disputes”) exclusively in the state courts located in the City and County of San Francisco, California, or federal court for the Northern District of California and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.
If you are a user located in the United States or Canada, you and Helium agree that any Dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/Rules) and you and Helium hereby expressly waive trial by jury and right to participate in a class action lawsuit, private attorney general actions, or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction of an IP Protection Action shall be the courts of San Francisco, California and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating IP Protection Actions.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies to the arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be entered as a judgment and enforced in any court of law. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.
If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this Special Arbitration Provision is invalid or unenforceable, that provision shall be severed and the other parts of this Special Arbitration Provision shall still apply. In any case, the remainder of these Terms will continue to apply.
These Terms constitute the entire and exclusive understanding and agreement between Helium and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Heliumand you regarding the Services. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Special Arbitration Provision” section above or by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Helium. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.
If you have any questions about these Terms or the Services, please contact us at [email protected].