1. Acceptance of the Terms of Use
These Terms of Use are entered into by and between you ("User," "you," or "your") and HELM OS ("Company," "we," "us," or "our"). The following terms and conditions, together with our Privacy Policy located at /privacy (collectively, "Terms of Use"), govern your access to and use of the HELM OS platform, including any content, functionality, and services offered on or through the HELM OS platform (the "Platform").
The Platform is a business management tool designed for use by seafood distributors and their authorized employees, customers, and vendors. By accessing or using the Platform, you agree to be bound by these Terms of Use.
PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
2. Definitions
"Client" means the business entity that has licensed the Platform from HELM OS for its internal business operations.
"Content" means all information, data, text, invoices, purchase orders, pick slips, shipping documents, price lists, and other materials uploaded to or generated by the Platform.
"Platform" means the HELM OS software, applications, and services.
"Transaction" means any purchase, sale, or other commercial exchange of goods recorded, managed, or facilitated through the Platform.
"User" means any individual or entity that accesses the Platform, including Client's employees, customers, and vendors.
3. Eligibility and Account Registration
Age Requirement: The Platform is offered and available to users who are 18 years of age or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract.
Business Use: The Platform is for commercial and business purposes only.
Account Types: The Platform offers different account types for different users:
Administrator Accounts: For Client's employees who manage the Platform.
Customer Accounts: For businesses or individuals purchasing goods from the Client.
Vendor Accounts: For suppliers selling goods to the Client.
Registration: Vendors and Customers may be required to register for an account. You agree to provide accurate, current, and complete information during registration.
Account Security: You are responsible for safeguarding your password and for all activities under your account. You must notify us and the Client immediately of any unauthorized use.
4. License to Use the Platform
Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended business purpose as authorized by the Client.
You agree not to:
(a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Platform.
(b) Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform.
(c) Access the Platform to build a similar or competitive product or service.
(d) Copy, reproduce, distribute, republish, download, display, post, or transmit the Platform in any form not expressly permitted.
5. Platform Role and Commercial Transactions
THE PLATFORM IS A BUSINESS MANAGEMENT TOOL. WE ARE NOT A PARTY TO ANY TRANSACTION.
No Agency: You acknowledge and agree that HELM OS is not an agent, broker, or intermediary for any Transaction. All Transactions are solely between the buying and selling parties.
Transaction Responsibility: The Client and its Users are solely responsible for all aspects of their Transactions, including:
Negotiating, executing, and fulfilling purchase and sale agreements.
The accuracy of all invoices, purchase orders, pick slips, and shipping documents.
The quality, safety, legality, and delivery of all goods.
All applicable taxes, fees, and duties.
Compliance with all applicable laws related to the sale and purchase of seafood and other goods.
No Payment Processing: The Platform does not process payments. All payment terms and methods are determined solely between the buying and selling parties.
Disputes: Any dispute arising from a Transaction is solely between you and the other party to that Transaction. We are not obligated to mediate or resolve any such disputes.
6. Data Ownership and License
Our Ownership: You acknowledge and agree that HELM OS owns all data, Content, and information submitted to, generated by, or collected through the Platform, including but not limited to invoices, purchase orders, pricing data, vendor lists, and customer information.
Your License to Us: By submitting Content to the Platform, you grant HELM OS a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content for any purpose, including analytics, product improvement, and business development.
Client Rights: The Client may have separate rights regarding data ownership as set forth in a Master Services Agreement between HELM OS and the Client.
Responsibility: You are solely responsible for the accuracy and legality of all Content you submit. You represent and warrant that you have all necessary rights to submit such Content.
7. User Contributions
The Platform may allow you to post, submit, or transmit Content ("User Contributions"). All User Contributions must comply with the Content Standards set out in these Terms of Use.
By providing any User Contribution, you grant us the rights described in Section 6.
You represent and warrant that:
You own or control all rights to your User Contributions.
All User Contributions comply with these Terms of Use.
8. Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to:
Violate any applicable federal, state, local, or international law.
Exploit, harm, or attempt to exploit or harm minors.
Upload or transmit any material that does not comply with the Content Standards.
Transmit advertising or promotional material without our prior written consent.
Impersonate HELM OS, a HELM OS employee, another user, or any other person.
Engage in conduct that restricts or inhibits anyone's use of the Platform.
Use any robot, spider, or automated device to access the Platform.
Introduce viruses, Trojan horses, worms, or other malicious material.
Attempt to gain unauthorized access to any part of the Platform.
Attack the Platform via denial-of-service or distributed denial-of-service attack.
Interfere with the proper working of the Platform.
9. Content Standards
User Contributions must comply with all applicable laws. User Contributions must not:
Be defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, or inflammatory.
Promote sexually explicit material, violence, or discrimination.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property right.
Violate the legal rights of others.
Be likely to deceive any person.
Promote any illegal activity.
Cause annoyance, inconvenience, or needless anxiety.
Impersonate any person or misrepresent your identity.
Involve commercial activities not authorized by the Platform.
Give the impression that they emanate from HELM OS if this is not the case.
10. Monitoring and Enforcement; Termination
We have the right to:
Remove or refuse to post any User Contributions for any reason.
Take any action with respect to User Contributions we deem necessary, including if we believe they violate these Terms of Use.
Disclose your identity to any third party who claims that material posted by you violates their rights.
Take appropriate legal action for any illegal or unauthorized use of the Platform.
Terminate or suspend your access to the Platform for any reason, including violation of these Terms of Use.
We have the right to cooperate fully with law enforcement authorities. YOU WAIVE AND HOLD HARMLESS HELM OS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY HELM OS OR LAW ENFORCEMENT AUTHORITIES.
11. Intellectual Property Rights
The Platform and its entire contents, features, and functionality are owned by HELM OS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, and other intellectual property laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, or transmit any material on the Platform, except as expressly permitted.
12. Trademarks
The HELM OS name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of HELM OS. You must not use such marks without our prior written permission.
13. Copyright Infringement
If you believe any materials on the Platform infringe your copyright, you may request removal by submitting written notification to our Copyright Agent.
Your notice must comply with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512.
14. Reliance on Information Posted
We disclaim all liability arising from any reliance placed on materials posted on the Platform. The Platform may include Content provided by third parties. All statements and opinions expressed in these materials are solely the responsibility of the person or entity providing them.
15. Changes to the Platform
We may update the Platform from time to time, but its Content is not necessarily complete or up-to-date. We are under no obligation to update such material.
16. Information About You and Your Visits
All information we collect on the Platform is subject to our Privacy Policy located at /privacy . By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
17. Geographic Restrictions
HELM OS is based in the State of California in the United States. We make no claims that the Platform is accessible or appropriate outside of the United States. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
18. Disclaimer of Warranties
YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PROVIDED BY LAW, HELM OS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
19. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL HELM OS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
20. Indemnification
You agree to defend, indemnify, and hold harmless HELM OS, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform.
21. Governing Law and Jurisdiction
All matters relating to the Platform and these Terms of Use shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision.
Any legal suit, action, or proceeding arising out of these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California.
22. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
23. Waiver and Severability
No waiver by HELM OS of any term or condition shall be deemed a further or continuing waiver. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
24. Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and HELM OS regarding the Platform and supersede all prior understandings.
25. Your Comments and Concerns
This Platform is operated by HELM OS, 400 Continental Blvd., 6th Floor El Segundo, CA 90245.
All notices of copyright infringement should be sent to the Copyright Agent designated in Section 13.
All other feedback, comments, requests for technical support, and other communications should be directed to: [Email to be supplied].