Terms Of Service

last update (4/17/2026)

Helios Terms of Service

Welcome to Helios.

These Terms of Service (“Terms”) govern your access to and use of the Helios website, applications, software, interfaces, directories, marketplaces, tools, content systems, payment flows, and related services (collectively, the “Platform”).

In these Terms, “Helios,” “we,” “us,” and “our” mean Helios and its affiliates, successors, assigns, and authorized service providers, where applicable. “You” and “your” mean the person or entity accessing or using the Platform.

By accessing or using the Platform, creating an account, posting content, purchasing or offering services, activating payouts, or otherwise using any part of the Platform, you agree to be bound by these Terms and our related policies incorporated by reference. If you do not agree, do not use the Platform.

1. Eligibility

You may use the Platform only if you are legally able to enter into a binding agreement with Helios and are not prohibited from using the Platform under applicable law.

You must be at least 18 years of age to use the Platform. The Platform is not directed at people under 18, and we do not knowingly collect personal information from children under legal age. If you become aware that a user underage provided us with personal information, please contact us at support@helios.supplies.

If you use the Platform on behalf of a company, organization, association, school, or other entity, you represent and warrant that you are authorized to bind that entity to these Terms, and “you” includes both you and that entity.

You may not use the Platform if:

• you are suspended or removed from the Platform;
• your use would violate any applicable law, regulation, sanctions restriction, export control, or court order; or
• you are using the Platform for prohibited or restricted activities under these Terms or our policies.

1.1 Definitions:

In these Terms, the following terms have the meanings set out below:

• 'Buyer' (or 'Customer') means any user who purchases, online published materials, requests, or pays for an offering through the Platform and any individuals, companies or organizations who signed up and are using the platform
• 'Provider' (or 'Expert') means any user offering goods, services, content, events, or other offerings through the Platform
• 'Payment Processor' means any third-party payment or payout provider used by Helios, including Stripe, Inc. and its affiliates
• 'Platform' means the Helios website, applications, tools, directories, and related services
• 'User Content' means any content submitted, uploaded, or posted by a user through the Platform
• 'Transaction' means any purchase, sale, booking, subscription, or other payment-enabled exchange on the Platform. to enter into a binding agreement with Helios and are not prohibited from using the Platform under applicable law

2. The Platform

Helios is a human-led, AI-powered platform that enables users to discover, request, promote, offer, purchase, sell, and manage opportunities, services, expertise, goods, training, events, content, and related offerings across end-to-end manufacturing and related industries.

Helios may provide, among other things:

• expert and service discovery tools
• marketplace and directory features
• company, vendor, and expert profiles
• freelance gig and quick-task functionality
• learning, events, and content features
• communication and transaction support tools
• payment and payout functionality through third-party providers

We may modify, suspend, discontinue, or limit any part of the Platform at any time, with or without notice, to the extent permitted by law.

We may modify, suspend, discontinue, or limit any part of the Platform at any time, with or without notice, to the extent permitted by law; PROVIDED THAT:

• Modifications affecting fees, payment terms, or refund rights require 30 days' prior written notice to affected users
• Discontinuation of features actively used in ongoing transactions requires a minimum 60-day wind-down period
• Helios will not unilaterally eliminate dispute resolution mechanisms or refund pathways for active transactions
• Users may request account closure without penalty if major features are discontinued or fundamentally altered

3. Additional Terms and Policies

Your use of certain Platform features may be subject to additional terms, disclosures, or policies. Those additional terms are incorporated into these Terms by reference, including:

• the Payments, Payouts, Refunds, and Transactions Policy
• the Seller, Expert, and Vendor Payout Terms
• the Refund and Cancellation Policy
• the Privacy Policy
• the Acceptable Use Policy or Trust & Safety Policy
• the Intellectual Property / DMCA Policy
• the Modern Slavery Statement
• any service-specific, listing-specific, category-specific, checkout-specific, campaign-specific, or feature-specific terms presented on the Platform.

If there is a conflict between these Terms and another Helios policy, these Terms govern unless the other policy expressly states otherwise or a separately executed written agreement controls.

4. Account Registration and Security

You may need to create an account to access certain Platform features. You agree to provide accurate, complete, and current information and to keep that information updated.You are responsible for:

• maintaining the confidentiality of your account credentials;
• restricting access to your account;
• all activity conducted through your account; and
• promptly notifying us of any unauthorized access, suspected fraud, or security breach.

We may refuse registration, reclaim usernames, suspend accounts, or require additional verification at any time.

5. Marketplace Role and User Responsibility

5.1 Nature of the Platform

Helios provides a technology platform. Unless Helios expressly states otherwise in a separate written agreement, Helios acts solely as a platform provider and not as:

• a bank
• money transmitter
• escrow provider
• trustee or fiduciary
• insurer
• guarantor
• reseller
• manufacturer
• distributor
• party to the underlying agreement between users.

5.2 Contract Between Users

Unless otherwise expressly stated by Helios, the contract for any service, good, event, consultation, subscription, content item, or other offering purchased or engaged through the Platform is between the buyer and the provider offering that item or service.

In these Terms:

• “Buyer” means any user who purchases, books, requests, subscribes to, or otherwise pays for an offering through the Platform.
• “Provider” means any expert, vendor, company, consultant, trainer, association, freelancer, seller, service provider, or other user offering goods, services, content, events, subscriptions, memberships, consultations, or other offerings through the Platform.

Helios may facilitate listings, communications, onboarding, moderation, transaction records, payment flows, refunds, support, and enforcement, but Helios does not assume responsibility for the legality, quality, safety, accuracy, timing, delivery, compliance, or performance of third-party offerings.

5.3 Provider Responsibility

Each Provider is solely responsible for:

• the legality, accuracy, and completeness of its listings, representations, and communications
• having all rights and authority necessary to offer and perform its offerings
• obtaining and maintaining all required licenses, permits, registrations, approvals, certifications, and insurance
• ensuring that goods, services, advice, technical materials, digital content, training, or other deliverables comply with applicable law and do not infringe third-party rights and
• handling support, fulfillment, performance issues, complaints, and legal obligations relating to its offerings, except to the extent Helios expressly agrees otherwise in writing.
• complying with the Helios Modern Slavery, Forced Labor, and Ethical Conduct Standard and any related policies addressing labor practices, sourcing, and ethical conduct. Helios may restrict or remove Providers that fail to meet these requirements.

6. User Content, Listings, and Platform Materials

You may submit, upload, publish, post, transmit, display, or otherwise make available content through the Platform, including listings, descriptions, photos, designs, comments, reviews, files, CAD materials, specifications, videos, logos, guides, and other materials (“User Content”).

You retain ownership of your User Content, subject to any rights you grant in these Terms.

By posting User Content, you grant Helios a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, adapt, publish, display, distribute, perform, reformat, index, and use that User Content for the purpose of operating, improving, promoting, securing, moderating, and providing the Platform.

You represent and warrant that:

• you own or control all rights necessary to submit the User Content
• your User Content is accurate and not misleading
• your User Content does not violate any law, contract, or third-party right
• your User Content does not contain malware, harmful code, or unlawful material.

Helios may remove, edit, reject, restrict, or disable access to any User Content at any time.

7. Payments, Billing, and Payouts

7.1 Payment Processors

Helios may enable users to purchase, sell, pay for, receive payment for, or otherwise participate in transactions through the Platform.

Helios uses third-party payment and financial service providers, including Stripe, Inc. and its affiliates, to process payments, facilitate payouts, support connected account onboarding, verify identity and business information, prevent fraud, conduct compliance checks, and manage transaction-related services. Where applicable, your use of certain payment or payout features may also be subject to Stripe’s Connected Account Agreement, Stripe Services Agreement, and Stripe Privacy Policy.

“Payment Processor” means any third-party payment processor, financial services provider, payout provider, acquiring bank, issuing bank, card network, or related service provider used by Helios, including Stripe, Inc. and its affiliates.

Helios uses one or more Payment Processors to process payments, facilitate payouts, verify identity, help prevent fraud, support compliance, manage transaction risk, and provide related financial services.

By using payment-related or payout-related features on the Platform, you acknowledge and agree that:

• payment and payout services may be provided by third parties, not Helios
• your use of payment functionality may be subject to separate terms, privacy notices, policies, eligibility criteria, and operational requirements imposed by Payment Processors, banks, card networks, or other financial institutions
• Helios may share relevant personal, business, tax, banking, device, identity, verification, and transaction information with Payment Processors and related service providers as reasonably necessary to operate the Platform, support transactions, and comply with law

7.2 Authorization

By initiating or participating in a transaction on the Platform, you authorize Helios and its Payment Processors to:

• process charges, authorizations, captures, refunds, credits, reversals, transfers, and payouts
• collect, verify, store, and use payment-related, identity-related, business-related, and tax-related information
• conduct fraud prevention, sanctions screening, compliance review, and risk assessment
• communicate with banks, payment networks, and financial institutions as needed to process transactions
• place holds, reserves, payout delays, account limitations, or other controls where reasonably necessary

7.3 Accuracy of Information

You agree to provide complete, accurate, current, and non-misleading information required by Helios, Stripe, or other payment-related service providers for onboarding, payout activation, tax reporting, fraud review, compliance, or legal obligations and to keep that information updated.

Helios may delay, limit, suspend, or deny access to payment or payout functionality if required information is missing, inaccurate, incomplete, outdated, misleading, or cannot be verified.

7.4 No Banking or Escrow Relationship

Helios is not a bank, financial institution, money transmitter, escrow provider, trustee, or fiduciary. Helios does not hold funds on deposit. Payments processed through the Platform are facilitated by third-party payment providers, including Stripe, Inc. and its affiliates. Helios does not guarantee the performance, availability, or conduct of any payment processor or financial institution.

8. Provider Onboarding and Payout Eligibility

To receive payouts through the Platform, a Provider may be required to create, link, maintain, or successfully verify a payout account with a Payment Processor or another provider designated by Helios (“Payout Account”).

A Provider must provide any information reasonably requested by Helios or the Payment Processor for:

• identity verification
• business verification
• fraud prevention
• tax compliance
• payout activation
• legal compliance
• risk review

This information may include:

• legal name and business name
• contact details and physical address
• representative and beneficial ownership information
• government-issued identification details
• date of birth
• bank account or payout details
• tax identification numbers and tax forms
• business registration information
• licenses, permits, certifications, or insurance
• information regarding the nature of offered goods, services, or activities

Helios may deny, delay, limit, suspend, or revoke payout eligibility if:

• required information is not provided
• submitted information is inaccurate, incomplete, inconsistent, misleading, or outdated
• the information cannot be verified
• the Provider’s activities are restricted, prohibited, or outside Helios’s permitted categories
• the Provider’s activity presents legal, fraud, sanctions, export-control, safety, reputational, operational, or financial risk
• Helios, the Payment Processor, a bank, card network, regulator, or legal authority requires such action

Payout functionality is a conditional Platform feature and not a vested right. Helios may modify, delay, limit, suspend, or terminate payout access at any time for legal, processor, operational, business, or risk-management reasons.

If you are a Provider, your use of payout functionality is also governed by the Seller, Expert, and Vendor Payout Terms.

9. Fees, Billing, and Payment Collection

Helios may assess, collect, deduct, retain, or remit fees and charges related to Platform use and transactions, including:

• platform fees
• service charges
• Commissions
• listing fees
• subscription fees
• transaction fees
• processing-related fees
• referral fees
• currency conversion-related adjustments
• taxes and legally required withholding amounts
• dispute-related fees, penalties, or losses

Helios publishes its current platform fee rates at [helios.supplies/pricing]. Unless otherwise specified by Helios, prices for services, gigs, consultations, quick tasks, listings, or other offerings are determined by the applicable expert, provider, company, or user offering them through the platform. In addition to user-set prices, Helios may impose platform fees, subscription fees, payment processing fees, payout fees, currency conversion fees, dispute fees, and other applicable charges. 

Helios may revise its fee rates at any time, provided that Helios will give at least 30 days’ prior notice of changes that affect existing listings or active subscriptions. Continued use of the platform after the effective date constitutes acceptance of the updated fees, to the extent permitted by law.

Buyers must pay all amounts due in connection with a transaction in the manner presented at checkout or otherwise designated by Helios.

By submitting a payment method, a Buyer represents and warrants that:

• the payment method is valid and authorized for use
• the Buyer has the legal right to use it
• the billing information provided is accurate and current
• the Buyer will pay all charges incurred in connection with the transaction

A transaction is not final until authorization, capture, settlement, or confirmation has successfully occurred, as applicable.

Helios may refuse, delay, limit, or cancel a transaction if Helios reasonably suspects fraud, unauthorized use, duplicate payment, payment error, sanctions issues, policy violations, or other material risk.

Unless otherwise expressly stated, fees paid to Helios are non-refundable.

10. Payout Timing, Holds, Reserves, Setoff, and Recovery

Helios may make funds available to eligible Providers according to payout schedules determined by Helios and/or the Payment Processor.

Payout timing is not guaranteed. Payouts may be delayed, withheld, limited, adjusted, or made unavailable for reasons including:

• incomplete onboarding or failed verification
• fraud or risk review
• unusual transaction patterns
• refunds, disputes, or chargebacks
• reserve requirements or account holds
• Payment Processor limitations
• banking delays
• sanctions or compliance checks
• legal or regulatory review
• policy enforcement
• technical or operational issues.

Helios may place temporary or ongoing holds, reserves, delayed disbursement schedules, payout limitations, transaction caps, or other risk controls on any account where Helios reasonably believes such controls are necessary to protect users, manage risk, maintain Platform integrity, satisfy Payment Processor requirements, or comply with law.

If Helios reasonably determines that you are responsible for a refund, reversal, chargeback, processor fee, network assessment, penalty, fine, tax liability, fraud loss, compliance-related loss, or other amount arising from your activity, your account, your listings, your offerings, or your transactions, Helios may recover such amount by any lawful means, including by:

• deducting from pending or future payouts
• offsetting against funds otherwise payable
• drawing from reserve balances
• charging a stored payment method where authorized
• invoicing you directly
• pursuing lawful collection or enforcement remedies

Helios’s hold, reserve, setoff, recovery, reimbursement, and collection rights survive account suspension, deactivation, closure, and termination.

11. Refunds, Cancellations, Reversals, and Chargebacks

CONSUMER RIGHTS ACKNOWLEDGMENT: Nothing in this Section or any Helios policy limits or waives your statutory consumer rights, including:

• EU Consumer Rights Directive 2011/83/EU (14-day withdrawal right for online purchases)
• California Consumer Legal Remedies Act and Consumer Protection Laws
• State consumer protection statutes providing rescission or refund rights
• International consumer protection laws applicable to your jurisdiction

Where your applicable law grants you an automatic, non-waivable right to cancel, withdraw, or obtain a refund, that right applies regardless of any non-refundable language in this Policy, any listing, or any checkout page.

Refunds, cancellations, credits, reversals, payment disputes, and related matters are governed by these Terms, the Payments, Payouts, Refunds, and Transactions Policy, the Refund and Cancellation Policy, any listing-specific or service-specific terms, and applicable law.

Except where required by law or expressly stated otherwise, payments may become non-refundable once performance has materially begun or once digital value has been delivered.

A Buyer may request cancellation before a Provider has materially begun performance. Helios may approve a full or partial refund depending on the circumstances, including whether the Provider has already reserved time, incurred costs, begun preparatory work, or delivered preliminary materials.

Helios may issue a full or partial refund where a Provider:

• fails to deliver within the stated or reasonably expected timeframe
• materially fails to perform as described
• abandons the engagement
• becomes unable or ineligible to complete the transaction
• violates Platform policy in a manner affecting the transaction

For phased, milestone-based, or project-based work, Helios may evaluate refund requests on a milestone-by-milestone basis. Completed, accepted, or substantially performed milestones may be treated as earned and non-refundable, while unperformed portions may be refundable in whole or in part.

Completed consulting sessions, advisory calls, coaching, webinars, workshops, training sessions, downloadable materials, templates, reports, guides, delivered files, and other fully performed or immediately consumable offerings may be non-refundable unless required by law or expressly stated otherwise.

Helios may reverse, refund, freeze, or adjust a transaction where Helios reasonably determines that fraud, unauthorized use, payment error, duplicate charges, impersonation, safety concerns, legal concerns, or policy violations are involved.

If a Buyer initiates a chargeback or payment dispute through a bank, card issuer, wallet provider, or Payment Processor, that matter may proceed outside the Platform. In such cases, Helios may:

• suspend or delay related payouts
• request supporting records or evidence from any user
• hold or freeze funds associated with the transaction
• recover resulting losses, fees, and penalties from the responsible party
• limit access to Platform features while the matter is under review.

A refund decision by Helios does not bind a bank, card issuer, or Payment Processor, and an external payment-dispute outcome does not require Helios to reach the same result in an internal Platform review.

Providers are responsible for refunds, reversals, service failures, delivery failures, defects, misrepresentations, infringement claims, compliance breaches, and other losses arising from their listings, offerings, conduct, non-performance, defective performance, unlawful activity, or policy violations.

Helios may issue refunds, credits, reversals, or other adjustments on a Provider’s behalf where Helios reasonably determines that doing so is necessary to protect users or the Platform, and Helios may recover such amounts from the Provider.

12. Taxes

Users are solely responsible for determining, collecting, reporting, and remitting taxes arising from their use of the Platform, their transactions, their purchases, their sales, their income, and their business activities, except to the extent Helios is expressly required by law to collect, withhold, report, or remit certain taxes.

Helios may request and collect tax-related information, including tax identification numbers, taxpayer certifications, VAT or GST details, withholding documentation, and residency information, and may share such information with Payment Processors, tax authorities, service providers, and other authorized parties as reasonably necessary to comply with legal obligations.

Helios may withhold or suspend payouts where tax information is missing, invalid, inconsistent, incomplete, or legally required.

Helios does not provide legal, tax, accounting, or financial advice.

13. Prohibited Transactions and Compliance-Sensitive Activity

You may not use the Platform to request, offer, promote, transact in, receive payment for, or facilitate any activity that is illegal, deceptive, unsafe, restricted, prohibited by Helios policy, or prohibited by the Payment Processor.

This includes, without limitation:

• counterfeit, pirated, infringing, or unauthorized goods, files, media, designs, drawings, templates, parts, or content
• sham transactions or payment laundering
• unlawful or deceptive products or services
• transactions involving blocked persons, sanctioned parties, embargoed regions, or prohibited jurisdictions
• transactions intended to evade export controls, import controls, customs restrictions, sanctions laws, anti-money laundering rules, or financial compliance obligations
• unlawful weapons-related goods or services
• prohibited military, defense, surveillance, or restricted dual-use goods or services
• unlawful regulated industrial goods, parts, or services
• offerings involving child labor, forced labor, trafficking, or modern slavery
• any category restricted or prohibited by Helios or its Payment Processor.

Helios may require enhanced due diligence, documentation, manual review, category restrictions, additional certifications, or written approval before permitting certain regulated, export-sensitive, safety-sensitive, industrial, or otherwise high-risk activities on the Platform.

Because Helios supports end-to-end manufacturing opportunities, Helios may prohibit, restrict, review, or condition transactions involving:

• export-controlled designs, technologies, technical data, or assistance;
• sanctioned-country counterparties or blocked persons
• safety-critical components
• traceability-sensitive or certification-sensitive parts
• restricted-use industrial equipment or services
• regulated aerospace, defense, healthcare, life sciences, or similar sectors
• any other category Helios determines requires enhanced review

Users are solely responsible for understanding and complying with all laws and regulations applicable to their transactions, including sanctions laws, export controls, import controls, product safety requirements, labor laws, intellectual property laws, and industry-specific obligations.

14. Intellectual Property and Authenticity in Transactions

Users may not use the Platform to sell, distribute, license, request, monetize, or facilitate access to goods, files, content, designs, documents, technical data, software, media, or services that infringe or misappropriate the intellectual property, proprietary rights, confidentiality rights, or trade secret rights of any third party.

Providers must ensure that all CAD files, drawings, technical instructions, manuals, reports, designs, branding, photographs, specifications, training materials, and other materials used in connection with a transaction are lawful, authorized, accurate, and non-infringing.

Helios may remove listings, freeze funds, delay payouts, suspend accounts, reverse transactions, or issue refunds where an intellectual property complaint, authenticity concern, or unauthorized-use concern exists.

15. Privacy and Data Sharing

Helios’s collection, use, disclosure, and retention of personal information and business information is governed by the Privacy Policy.

By using the Platform’s transaction features, you acknowledge and agree that Helios may collect, use, retain, and share payment, payout, identity, tax, business, device, verification, fraud, dispute, and compliance information with Payment Processors, financial institutions, fraud prevention providers, compliance providers, auditors, tax service providers, regulators, and legal authorities as reasonably necessary to:

• process payments and facilitate payouts
• verify identity and business details
• prevent fraud and abuse
• conduct sanctions screening, compliance checks, and risk review
• manage refunds, disputes, reserves, and transaction monitoring
• comply with legal, tax, audit, and reporting obligations
• protect Helios, users, and the Platform.

If you provide personal information about directors, officers, beneficial owners, employees, contractors, customers, or other individuals in connection with payment or payout functionality, you represent that you have all rights, notices, and consents required by law to provide that information for the purposes described in the Privacy Policy and these Terms.

By using Helios payment or payout features, you authorize Helios to share payment, payout, identity, business, tax, verification, and transaction-related information with Stripe and related service providers as reasonably necessary to operate the Platform, facilitate transactions, manage disputes and reserves, support connected account functionality, and comply with legal and financial obligations.

16. Acceptable Use

You may not use the Platform to:

• violate any law or regulation
• infringe intellectual property or other rights
• impersonate any person or entity
• misrepresent your identity, qualifications, certifications, or affiliations
• transmit spam, malware, or harmful code
• engage in fraud, deception, or abusive conduct
• interfere with Platform operations or security
• scrape, copy, or harvest data except as authorized
• bypass access controls or verification systems
• use the Platform for prohibited transactions or restricted categories
• use the Platform in a way that creates legal, reputational, compliance, or operational risk for Helios or its users

Additional restrictions may apply under our Acceptable Use Policy, Trust & Safety Policy, or category-specific rules.

15.1 Provider Disclaimer

Providers are independent third parties, not employees, agents, or representatives of Helios. Helios does not verify, guarantee, endorse, or warrant any Provider’s qualifications, experience, licenses, insurance, services, or conduct. Helios is not responsible for any Provider’s non-performance, misrepresentation, fraud, misconduct, or other acts or omissions. You are solely responsible for evaluating and verifying a Provider before purchasing or engaging their services.

17. Suspension, Restriction, and Termination

Helios may suspend, restrict, condition, or terminate access to payment functionality, payout functionality, listings, offerings, transactions, or user accounts where Helios reasonably determines that:

• you have violated these Terms or another Helios policy
• required information is missing, inaccurate, or cannot be verified
• your activity presents fraud, legal, regulatory, sanctions, export-control, reputational, safety, operational, or financial risk
• your activity is inconsistent with your disclosed business purpose
• you engage in excessive disputes, refund abuse, suspicious payment behavior, or 
• other abuse of Platform systems
• the Payment Processor, financial institution, card network, regulator, or legal authority requires action.

Helios may take such action with or without prior notice where permitted by law and reasonably necessary to protect the Platform, its users, its Payment Processors, or to comply with legal obligations.

Suspension or termination does not limit Helios’s rights to:

• investigate conduct
• freeze or recover funds
• delay payouts
• remove listings
• deny future access
• report conduct to Payment Processors or authorities
• pursue any other remedies available under these Terms or applicable law

You may stop using the Platform at any time. Helios may retain and enforce rights and obligations that by their nature survive termination.

18. Disclaimers

The Platform is provided on an “as is” and “as available” basis to the maximum extent permitted by law.

Helios does not guarantee:

• that the Platform will be uninterrupted, secure, or error-free
• that any transaction will be completed, authorized, captured, settled, or paid out
• that any user will pass verification or remain eligible for payout functionality
• that any Provider will perform as promised
• that any Buyer will pay without dispute
• that any payment method, payout feature, or transaction capability will remain available
• that any content or information on the Platform is complete, accurate, or fit for a particular purpose

To the maximum extent permitted by law, Helios disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

19. Limitation of Liability

To the maximum extent permitted by law, Helios and its affiliates, officers, directors, employees, contractors, agents, licensors, successors, assigns, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, opportunity, goodwill, data, or anticipated savings, arising out of or related to:

• your use of or inability to use the Platform
• transactions between users
• payment processor actions or omissions
• payout delays, fund holds, or chargebacks
• fraud, unauthorized access, or security incidents not caused by Helios’s willful misconduct
• user content or third-party conduct
• enforcement actions under these Terms

To the maximum extent permitted by law, Helios’s aggregate liability for claims arising out of or relating to these Terms or the Platform will not exceed the greater of:

• the total amount paid by you to Helios in the twelve (12) months preceding the event giving rise to the claim
• one hundred U.S. dollars (US$100).

Nothing in these Terms limits liability that cannot be limited under applicable law.

20. Indemnification

20.1 User Indemnification.

You agree to defend, indemnify, and hold harmless Helios and its affiliates, officers, directors, employees, contractors, agents, licensors, successors, assigns, and service providers from and against any claims, disputes, demands, investigations, actions, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your account, listings, offerings, or transactions
• your use of payment or payout functionality
• your refunds, reversals, disputes, chargebacks, or tax obligations
• your User Content
• your violation of these Terms or any Helios policy
• your violation of applicable laws, sanctions rules, export controls, labor laws, product safety requirements, or industry-specific obligations
• your infringement or misappropriation of third-party rights

PROVIDED THAT this indemnity does not apply to claims caused by Helios's gross negligence or willful misconduct.

20.2 Helios Indemnification. 

Helios agrees to defend, indemnify, and hold harmless you from third-party claims arising from: Helios's infringement of intellectual property rights (other than User Content); Helios's violation of applicable law; a Platform security breach caused by Helios's failure to implement reasonable security measures.

21. Intellectual Property of Helios

The Platform, including its software, layout, design, branding, text, graphics, logos, interfaces, and other content provided by Helios, is owned by Helios or its licensors and is protected by intellectual property and other applicable laws.

Except as expressly permitted by Helios, you may not copy, reproduce, modify, distribute, display, perform, republish, create derivative works from, reverse engineer, or exploit any part of the Platform or Helios content.

All rights not expressly granted are reserved.

22. Feedback

If you provide suggestions, ideas, comments, improvements, or other feedback relating to the Platform, you grant Helios a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, sublicensable, and transferable right to use, copy, modify, distribute, publish, and exploit that feedback for any lawful purpose without compensation or attribution to you.

23. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Platform will be governed by the laws of [Insert Governing Law Jurisdiction], without regard to conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved exclusively in the courts located in [Insert Venue], unless Helios requires arbitration or another dispute-resolution process in a separately published Dispute Resolution Policy or applicable law requires otherwise.

You agree to submit to the personal jurisdiction of those courts and waive any objection based on forum non conveniens to the extent permitted by law.

24. Changes to the Terms

Helios may update these Terms from time to time to reflect changes in law, Platform functionality, Payment Processor requirements, business operations, pricing, risk controls, or compliance practices.

When we update these Terms, we will post the revised version on the Platform and update the “Last Updated” date above. Your continued use of the Platform after the updated Terms become effective constitutes acceptance of the revised Terms, except where additional consent is required by law.

25. General Terms

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

Helios’s failure to enforce any provision of these Terms is not a waiver of that provision or any other right.

You may not assign or transfer these Terms without Helios’s prior written consent. Helios may assign these Terms freely as part of a merger, acquisition, restructuring, sale of assets, or by operation of law.

These Terms, together with the incorporated policies and any applicable additional terms, constitute the entire agreement between you and Helios regarding the Platform, except for any separately executed written agreement.

26. Miscellaneous Provisions

26.1 Force Majeure.

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, natural disasters, government actions, pandemics, strikes, or failures of third-party services including payment processors or infrastructure providers, provided that the affected party gives prompt written notice and uses reasonable efforts to mitigate.

26.2 Account Inactivity

Helios may close or archive accounts inactive for 24 consecutive months after providing 60 days advance notice to the registered email. Any remaining payout balance will be processed per the Payout Terms. User data will be handled per the Privacy Policy retention schedule.

27. Contact

For questions, reports, or concerns about these Terms or any transaction-related issue, contact:

Helios, Inc.
Dallas, Texas, USA
Email: [Insert Legal/Support Email]
Support URL: [Insert Support URL]