Helios - Terms and Conditions

Effective Date: January 1, 2025

This Agreement governs your use of the Helios software and related services (the “Service”), provided by Blackhawk Innovations, LLC, a New Jersey limited liability company (“Provider,” “we,” or “us”). The Helios software is accessible via https://app.heliospro.io (the “Application”). By accessing or using the Service, you agree to be bound by the following terms and conditions (the “Terms”). If you do not agree, you must discontinue use immediately.

1. Definitions a. “User” or “you” means the individual or entity using the Service. b. “Account” means the registered account created to access certain features of the Service. c. “Content” means all data, text, images, files, and other materials submitted, stored, or transmitted through the Service.

2. Grant of License Provider grants User a limited, non-exclusive, non-transferable, and revocable license to access and use the Service solely for the User’s internal business operations, in accordance with these Terms. All rights not expressly granted are reserved by Provider.

3. Restrictions on Use The User shall not: a. Copy, modify, reverse engineer, decompile, or attempt to derive source code from the Service; b. Use the Service for any unlawful purpose or in violation of any applicable law; c. Sell, sublicense, rent, or otherwise transfer access to the Service to any third party; d. Interfere with or disrupt the integrity or performance of the Service; e. Use the Service for benchmarking, developing competing software, or creating derivative works.

4. User Obligations a. User is responsible for maintaining the confidentiality of login credentials and for all activity under their Account. b. User shall provide accurate, current, and complete information as required to register and use the Service. c. User shall not upload or transmit any Content that is illegal, harmful, or violates intellectual property rights of others.

5. Fees and Payment a. Certain features may require payment. Fees, billing terms, and payment methods are specified in the applicable order or pricing plan. b. All payments are non-refundable unless otherwise required by law or under Section 6 (Money-Back Guarantee). c. Provider may suspend access to the Service for non-payment or late payment. d. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. e. Provider shall provide at least thirty (30) days’ notice before any pricing changes take effect.

6. 30-Day Money-Back Guarantee Provider offers a thirty (30) calendar day money-back guarantee for the Service. If User is not satisfied for any reason, User may request a full refund of the payment amount received by Provider, provided that such request is made within thirty (30) calendar days from the date of the original payment. Refund requests made after this period are not eligible. All refunds will be processed to the original payment method within a reasonable period following approval of the refund request.

7. Intellectual Property a. Provider retains all right, title, and interest in and to the Service, including all related intellectual property. b. User retains ownership of any Content they upload but grants Provider a non-exclusive, worldwide, royalty-free license to use, process, and display such Content solely for providing the Service. c. Provider may use, modify, and incorporate any feedback or suggestions provided by the User without obligation or compensation.

8. Termination a. Either party may terminate this Agreement upon written notice if the other party breaches these Terms. b. Provider may terminate or suspend access to the Service immediately for any violation of these Terms or misuse of the Service. c. Upon termination, User’s right to use the Service ceases. Provider will retain data for thirty (30) days to permit User retrieval, after which data may be permanently deleted in accordance with its data retention policy.

9. Disclaimers a. The Service is provided “AS IS” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. b. Provider does not warrant uninterrupted or error-free operation of the Service. c. No advice or information obtained from Provider creates any warranty not expressly stated in this Agreement.

10. Limitation of Liability To the fullest extent permitted by law, Provider’s total liability arising out of or related to these Terms shall not exceed the amount paid by User in the twelve (12) months preceding the claim. Provider shall not be liable for indirect, incidental, or consequential damages of any kind. This limitation applies collectively to all causes of action and claims.

11. Indemnification User agrees to indemnify and hold harmless Provider and its affiliates from any claims, damages, or expenses arising from User’s use of the Service, violation of these Terms, or infringement of third-party rights.

12. Confidentiality Both parties agree to protect the confidentiality of proprietary information disclosed in connection with the Service. This obligation survives termination of this Agreement.

13. Governing Law and Jurisdiction These Terms shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions. Any dispute shall be resolved exclusively in the courts located in Camden County, New Jersey.

14. Modifications Provider reserves the right to modify or update these Terms at any time. Material changes will be communicated to Users at least thirty (30) days prior to taking effect. Continued use of the Service after notice constitutes acceptance of the revised Terms.

15. Privacy Policy Use of the Service is also governed by our Privacy Policy, available at https://blackhawkinnovations.com/legal.

16. Entire Agreement These Terms constitute the entire agreement between the parties concerning the use of the Service and supersede all prior or contemporaneous communications.