1. DEFINITIONS
As used in these Terms and Conditions, the following terms shall have the meanings set forth below:
“Access Point” or “AP” means a WLAN transceiver that connects a wired Local Area Network (LAN) to one or many wireless Devices.
“Activate” (and its variants, including “Activation” and “Activated”) means to integrate an Access Point or Venue into the Helium Network such that it is providing the Services.
“Affiliate” means an entity directly or indirectly controlling, controlled by, or under common control with Helium or Partner, as applicable.
“Confidential Information” means (i) these Terms and Conditions, any VAF, and the discussions, negotiations, and proposals related thereto, and (ii) information exchanged in connection with Helium Plus concerning the other Party’s business, including tangible, intangible, visual, electronic, written, or oral information, such as (a) trade secrets, (b) financial information and pricing, (c) technical information, and (d) business information received directly or indirectly from the other Party, or from the respective Party’s End Users, agents, or Affiliates. Confidential Information does not include information: (a) previously known to the Receiving Party free of any obligation to keep it confidential; (b) that has been or becomes publicly known through no wrongful act of the Receiving Party; (c) rightfully received from a third party under no obligation of confidence to the Disclosing Party; (d) independently developed by the Receiving Party without resort to the Confidential Information; (e) approved for release in writing by the Disclosing Party; or (f) required to be disclosed to comply with applicable law, regulation, judicial or administrative process, or governmental or court order (but only to the extent required), provided that the Receiving Party (i) notifies the Disclosing Party as soon as reasonably practicable and (ii) cooperates with the Disclosing Party’s efforts to contest or limit the disclosure, at no cost to the Receiving Party.
“Device” means any IEEE 802.11-enabled device that provides access to the Partner Network by an End User using an identifiable username format or unique identifier in a form and format accepted and recognizable by the Partner Network.
“Directory” means the detailed list of unique Venues and their associated attributes and technical specifications maintained in the VAF schedule.
“Disclosing Party” means the Party that discloses Confidential Information to the other Party.
“Earnings” has the meaning set forth in Section 3.
“End User” means an individual or an account of an Offload Carrier who has the contractual right to access the Helium Network and who desires to connect to the Partner Network at Venues through a Device, including End Users from third-party carriers.
“End User Terms” means Helium’s Wi-Fi Terms of Service (available at helium.com/legal/wi-fi-terms), Privacy Policy (available at helium.com/legal/privacy), Website Terms & Conditions (available at helium.com/legal/website-terms), and Hotspot Returns & Warranty (available at helium.com/legal/returns), each as updated from time to time, or, with respect to a particular Offload Carrier, any differing End User terms agreed between Helium and that Offload Carrier and disclosed to Partner.
“Helium Plus” means Helium’s program enabling partners to provide the Services, as described at helium.com/plus.
“Intellectual Property Rights” means any and all intellectual property or proprietary rights, including those pertaining to copyright, patents, trademarks, and all other similar rights however denominated throughout the world.
“Marks” means the applicable trademarks or service marks of either Helium (“Helium Marks”) or Partner (“Partner Marks”).
“Offload Carrier” means a Mobile Network Operator or Mobile Virtual Network Operator that offloads network data for End Users through the Helium Network.
“Partner Network” means a WLAN infrastructure intended and available for public use and whose provision is facilitated by Partner for use by End Users.
“Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.
“Rewardable Entity” or “RE” means the set of one or more Access Points associated with a given Venue. The number and distribution of Rewardable Entities for a given Venue and network topology will be determined by Helium at its sole discretion.
“Reward Multiplier” means the numeric multiplier (ranging from 1 to 5) assigned to an Access Point by Helium pursuant to HIP-150 or any successor Helium Network governance proposal. A Reward Multiplier affects both the data credits burned for that Access Point’s rewardable data and the deployer’s pro-rata share of the applicable reward pool, in the same proportion. An Access Point without a Reward Multiplier assignment operates at 1 (the default). Helium determines, in its sole discretion, which Access Points receive a Reward Multiplier above 1 and the value of each such Reward Multiplier.
"Services" means the provision of wireless network access via the Partner Network through Activation of the Helium Network such that all End Users may access all domains, sub-domains, and URLs publicly available on or through the Internet, as part of Partner's participation in Helium Plus.
“VAF” means a Venue Activation Form or similar ordering document executed by the Parties that references these Terms and Conditions.
“Venue” means a structure at a specific geographic location that has a publicly accessible WLAN that is part of the Partner Network.
“Venue Owner” means the owner of the Venue.
“WLAN” means a Wireless Local Area Network in which data is transmitted from point to point without the use of wires.
2. SERVICES
2.1 Access to Services. Subject to these Terms and Conditions, Partner shall provide access to the Services. Partner shall not limit the number of End Users who may utilize the Services.
2.2 Restricted Access. Notwithstanding Section 2.1, Partner may reasonably restrict use of the Services: (a) in compliance with the Venue Owner’s directions; (b) that violates applicable law; (c) that violates the End User Terms, to the extent permissible under applicable law; or (d) in order to mitigate security risks associated with malicious activity.
2.3 End User Terms. End Users’ use of the Services is subject to the applicable End User Terms.
2.4 No Additional Rights. These Terms and Conditions do not create rights between Partner and any End Users, and the Parties do not intend any End Users to be third-party beneficiaries.
2.5 Network Controls. Partner may implement reasonable processes to monitor, control, and restrict use of the Services to prevent abuse or fraud, and shall enforce all End User Terms to the extent permitted by applicable law.
2.6 Service Suspension. Partner may temporarily suspend the Services for scheduled or emergency maintenance.
2.7 No Guarantee of Usage. Helium is not obligated to utilize Partner’s Services, makes no guarantee of any specific usage amount, and is not required to purchase or procure a minimum volume of usage on the Partner Network. Helium does not guarantee acceptance of Partner’s Access Points by any Offload Carrier, and initial acceptance does not guarantee that such acceptance shall persist, that End User data will be offloaded through the Partner Network, or that additional Offload Carriers will accept or use the Partner Network. The Activation of Partner’s Access Points on the Helium Network may take as much as six (6) weeks from the time of submission. Earnings are a function of Helium Network governance and actual usage, and are not guaranteed.
2.8 Directory Updates; Exclusivity. Partner may request additional Venues or Access Points be Activated on the Helium Network to provide Services by executing an updated VAF, which Helium may accept or deny in its sole discretion. Helium reserves the right to verify Partner’s deployment of Access Points and has sole discretion whether to Activate additional Access Points. For any Access Points Activated on the Helium Network, Partner shall offload mobile data traffic for any Offload Carrier exclusively through the Helium Network, and shall not offload, carry, transmit, or otherwise route such traffic through any other network, platform, aggregator, or intermediary.
2.9 Technical Resources. The Parties will use commercially reasonable efforts to dedicate technical resources to facilitate End Users’ access to the Partner Network.
2.10 Network Changes. Nothing in these Terms and Conditions limits Partner’s right to upgrade, alter, or modify the Partner Network, provided that such changes do not materially degrade End Users’ access to the Services, and Partner provides Helium at least fifteen (15) days’ prior written notice of material changes to the Partner Network’s architecture, technology, or coverage area.
2.11 Service Levels. Service levels are set forth in Appendix B.
2.12 Reward Multiplier Adjustment. Partner may request assignment or adjustment of a Reward Multiplier for one or more of its Access Points by submitting a Reward Multiplier Request Form in the form prescribed by Helium. Assignment or adjustment of a Reward Multiplier is subject to (a) Partner’s compliance with the requirements set forth in the applicable Reward Multiplier Request Form, (b) Helium’s review and approval, in its sole discretion, and (c) for each affected Access Point, custodial ownership via Helium Plus enrollment. Helium makes no representations or warranties regarding the likelihood, timing, or outcome of any Reward Multiplier request. Helium is under no obligation to assign, maintain, or increase any Reward Multiplier and may decline any request for any reason or no reason. Current per-gigabyte rates, including the base pay rate and rates established under HIP-150 or successor governance proposals, are subject to change at any time through Helium Network governance, and Earnings are not guaranteed at any rate. Partner should not make commitments to Venue Owners or third parties based on current rates or Reward Multiplier values. Any new or adjusted Reward Multiplier shall take effect prospectively as of the date determined by Helium, and no retroactive adjustments to Earnings shall be made. A Reward Multiplier shall automatically return to 1 upon relocation of the associated Access Point, pending re-approval by Helium. Helium shall provide at least thirty (30) days’ notice before reducing a Reward Multiplier or returning it to 1, except where such reduction or return results from a violation of Section 5.4 or relocation. Upon assignment of a Reward Multiplier above 1, Partner commits to maintaining the associated Access Point(s) in continuous operation on the Helium Network, exclusively, for a minimum of twelve (12) months from the effective date of assignment. Partner shall not deactivate, relocate, or remove any such Access Point during this period without Helium’s prior written consent. If Helium reduces or revokes a Reward Multiplier for reasons other than a violation of Section 5.4 or relocation, Partner’s twelve-month service commitment shall terminate with respect to the affected Access Point(s) upon thirty (30) days’ written notice from Helium. Each Reward Multiplier Request Form is incorporated into and governed by these Terms and Conditions.
3. FEES AND EARNINGS
3.1 Fees. Partner shall pay Helium all fees set forth in the applicable VAF (“Fees”). All Fees will be stated, and all payments made, in U.S. Dollars unless stated otherwise. No refunds shall be granted if the VAF is terminated early.
3.2 Late Payments. All Fees are due within thirty (30) days of the invoice date. Payments not received by the due date shall accrue interest at 1.5% per month (or the maximum rate permitted by law) until paid in full. If payment is more than thirty (30) days overdue, Helium may suspend Services and recover reasonable costs of collection, including attorneys’ fees. Disputed amounts must be notified in writing within fifteen (15) days of the invoice date; undisputed amounts remain payable.
3.3 Earnings. Partner’s Access Points have the potential to earn rewards, in the form of or calculated by reference to digital assets (“Earnings”). Earnings are a function of Helium Network protocol rules and governance, are subject to change, and are not guaranteed. All Earnings depend on multiple factors, including individual activities, Helium Network usage, and technical or operational issues. Helium does not issue, provide, guarantee, or refund any Earnings and makes no promises, guarantees, or warranties as to their value. Partner hereby warrants it has reviewed Appendix C for information, warnings, and disclaimers related to digital assets.
3.4 Payout Denomination. Partner shall elect a payout denomination (HNT, USDC, or USD) in the applicable VAF and may change its election upon sixty (60) days’ prior written notice.(a) HNT: Earnings paid as Helium Network digital assets (HNT) to Partner’s designated wallet.(b) USDC: Helium, in its sole discretion, calculates the USDC-equivalent value of Earnings by reference to the HNT-to-USDC exchange rate observed on each day during the applicable monthly period. The resulting amount, less the Connect Fee and applicable fees, is paid as USDC via the Solana Network.(c) USD: Helium, in its sole discretion, calculates the USD-equivalent value using the same daily rate methodology. The resulting amount, less the Connect Fee and applicable fees, is paid by wire transfer or ACH.
3.5 Ownership of Pre-Payout Rewards. All digital assets accrued through the Helium Network in connection with Partner’s Access Points prior to payout constitute the sole property of Helium. Partner has no ownership interest in, or claim to, any digital assets held by Helium at any time prior to payout. Helium’s determination of applicable exchange rates and resulting Earnings amounts shall be final, absent manifest error.
3.6 Payout Process. Helium shall process and distribute Partner’s Earnings no less frequently than monthly. Helium reserves the right to withhold Earnings if: (i) Partner has outstanding Fees due; (ii) Partner materially breaches these Terms and Conditions; (iii) Partner violates its obligations under Sections 5.3 or 5.4; or (iv) Helium is awaiting completion of a verification request under Section 10.2.
3.7 Connect Fee. The Connect Fee (as specified in the VAF) is due for all Rewardable Entities Activated on the Helium Network, deducted automatically from Earnings prior to distribution.
3.8 Taxes. Fees are exclusive of all taxes, surcharges, duties, and similar charges. Each Party will pay all applicable taxes relating to the Services, except where a Party provides proof of a valid tax exemption. Each Party shall cooperate to determine withholding tax obligations and provide applicable IRS forms (W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, or W-9). Each Party shall indemnify the other against claims by any tax authority for underpayment of withholding taxes attributable to that Party’s erroneous claim of exemption.
4. VENUES AND BRANDING
4.1 Venue Onboarding. The Parties will cooperate in good faith to Activate the Venues, Access Points, and Rewardable Entities as set forth in the applicable VAF. Each Party shall designate a point of contact responsible for coordinating Activation activities and shall use commercially reasonable efforts to complete Activation within the timeframes specified in the VAF.
4.2 Mutual Trademark License. Each Party hereby grants the other a personal, revocable, nonexclusive, royalty-free limited license to use, display, and reproduce the granting Party’s Marks solely as necessary to: (a) promote Helium Plus; (b) display that Partner’s Venues are part of the Helium Network; and (c) inform End Users that Helium Network access is available at Partner’s Venues. Neither Party may modify the other Party’s Marks or alter the typeface, color, or design elements thereof without the owning Party’s prior written consent. Each Party acknowledges that all right, title, and interest in and to the other Party’s Marks remain with the owning Party, and nothing in these Terms and Conditions shall be construed as an assignment or grant of any ownership interest in such Marks. All goodwill arising from the use of a Party’s Marks shall inure to the benefit of the owning Party.
4.3 Marketing Restrictions. Advertisements, marketing materials, or communications directed to parties who are not End Users at the time of such communication are not permitted without Helium’s prior written approval. Partner shall submit all proposed marketing materials referencing Helium or the Helium Network to Helium for review and approval at least ten (10) business days prior to intended publication or distribution.
5. PARTNER OBLIGATIONS
5.1 NOC Support. The Partner Network shall be supported 24/7/365 by NOC and field operations engineers. Support engineers shall be available by telephone 8:00 AM to 5:00 PM Eastern, Monday through Friday, with on-call escalation contacts for after-hours support.
5.2 Maintenance. Partner shall keep the Partner Network and Access Points in continuous operation and good condition. Partner shall provide Helium with (a) prompt notification of unplanned outages that could materially affect End Users and (b) at least five (5) days’ advance notice of planned outages.
5.3 Security. Partner shall ensure the security of the Partner Network, including physical security and network access. Negligent or willful acts or omissions resulting in a breach of this Section 5.3 shall be a material breach of these Terms and Conditions.
5.4 Prohibition on Deceptive or Fraudulent Activities. Partner shall not engage in deceptive or fraudulent activities related to the Services, the Helium Network, or any Offload Carrier, including (i) misrepresenting the number, nature, or location of Partner's Access Points, (ii) sending synthetic or non-organic data to increase Earnings or manipulate Quality of Service metrics, (iii) spoofing, falsifying, or misrepresenting the geographic location of any Access Point, (iv) engaging in any activity designed to manipulate Reward Multiplier assignments, Earnings, or Offload Carrier approvals, including providing false or misleading information in connection with a Reward Multiplier Request Form, or (v) other suspicious, malicious, or fraudulent activity as determined by Helium. Unauthorized configuration, reverse engineering, or cloning to add unauthorized APs or Venues constitutes a material breach of these Terms and Conditions. If Helium determines, in its reasonable discretion, that Partner has violated this Section 5.4, Helium may, without prior notice: (a) disallow and permanently forfeit all accrued and future Earnings attributable to Partner's Access Points, including Earnings accrued prior to discovery of the violation; (b) remove all Partner APs from the Helium Network; (c) revert Partner's Reward Multiplier to 1 or such other level as Helium determines is appropriate; and (d) terminate these Terms and Conditions and all associated VAFs for cause, without a cure period. Helium shall provide written notice within ten (10) business days following such action. The foregoing remedies are cumulative and in addition to all other rights and remedies available to Helium under these Terms and Conditions, at law, or in equity.
5.5 Deactivation. Helium shall notify Partner if any Offload Carrier requires deactivation of any Access Points or Venues, and Partner shall comply within seventy-two (72) hours of receiving notice by deactivating and removing proprietary configurations for all applicable Access Points and/or Venues.
5.6 Compliance Certifications; Audit Rights. Upon reasonable request, and no more than once per calendar year, Partner shall certify in writing its compliance with Sections 5.3 and 5.4. In addition, Helium and its designees shall have the right, upon reasonable notice, to audit, inspect, and verify any information provided by Partner in connection with these Terms and Conditions or any Reward Multiplier Request Form, including the right to: (i) conduct on-site inspections of Venues and Access Points; (ii) request and receive documentation, data, records, and other information related to Partner's deployment, backhaul, and network operations; and (iii) access Quality of Service metrics, session data, and network performance data. Partner shall cooperate fully and promptly with any such audit or verification request. Helium may suspend Earnings pending completion of any audit or verification under this Section 5.6.
5.7 Insurance. Partner shall maintain throughout the Term (as defined in Section 6.1, below): (i) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; and (ii) technology errors and omissions or cyber liability insurance with limits of not less than $1,000,000 per occurrence. Partner shall provide certificates of insurance upon request.
6. TERM AND TERMINATION
6.1 Term. The term of each VAF is as specified therein (the “Initial Term”). Following the Initial Term, each VAF shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”
6.2 Termination for Cause. If a Party materially breaches these Terms and Conditions, the non-breaching Party may give written notice identifying the breach in reasonable detail. The notifying Party may terminate the applicable VAF upon written notice if the breach is not cured within thirty (30) days after receipt of such notice. Failure to Activate Access Points or Venues within the timeframes specified in the applicable VAF shall also be considered cause for termination under this Section 6.2.
6.3 Effect of Termination. Termination of a VAF does not release either Party from any liability accrued prior to the effective date of termination or from obligations expressly stated to survive. Upon termination: (a) Helium shall discontinue Earnings and remove Partner’s Access Points from the Helium Network; (b) Earnings accrued but not yet paid as of the effective date of termination shall be processed on the next regular payout cycle, subject to Helium’s withholding rights under Section 3.6 and any amounts owed by Partner to Helium; and (c) Helium’s obligation to pay accrued Earnings shall not apply to any Earnings disallowed under Section 5.4.
6.4 Change of Control. Partner shall provide Helium with thirty (30) days’ prior written notice before any Change of Control. “Change of Control” means: (i) a sale of all or substantially all of Partner’s assets; (ii) a merger, consolidation, or similar transaction in which Partner’s equity holders immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving entity; or (iii) the acquisition of more than fifty percent (50%) of Partner’s outstanding voting equity by any person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934). Helium may terminate the applicable VAF upon thirty (30) days’ written notice following receipt of Partner’s Change of Control notice.
7. LIMITATION OF LIABILITY
7.1 Consequential Damages Waiver. EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (II) A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), (III) A PARTY’S LIABILITY ARISING FROM ANY DATA BREACH OR WRONGFUL PROCESSING OF PII OR CPNI, OR (IV) ANY GROSSLY NEGLIGENT, WILLFUL, OR FRAUDULENT ACT OR OMISSION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. CONSEQUENTIAL DAMAGES INCLUDE, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, AND LOST BUSINESS OPPORTUNITIES, WHETHER OR NOT THE OTHER PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Aggregate Liability Cap. EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (II) A PARTY’S LIABILITY FOR BREACHES OF SECTIONS 5.3 OR 5.4, AND (III) A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY VAF SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY PARTNER TO HELIUM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE TOTAL EARNINGS PAID TO PARTNER BY HELIUM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “LIABILITY CAP”).
7.3 Data Breach Super-Cap. NOTWITHSTANDING SECTION 7.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM ANY DATA BREACH OR WRONGFUL PROCESSING OF PERSONALLY IDENTIFIABLE INFORMATION (“PII”) OR CUSTOMER PROPRIETARY NETWORK INFORMATION (“CPNI”) SHALL NOT EXCEED TWO TIMES (2X) THE LIABILITY CAP (THE “SUPER-CAP”). FOR THE AVOIDANCE OF DOUBT, THE SUPER-CAP LIMITS ONLY THE PARTIES’ LIABILITY TO EACH OTHER AND DOES NOT LIMIT EITHER PARTY’S LIABILITY TO THIRD PARTIES WHOSE DATA WAS AFFECTED.
8. INTELLECTUAL PROPERTY AND DATA
8.1 IP Rights. Each Party retains all right, title, and interest in and to its Intellectual Property Rights. Nothing in these Terms and Conditions transfers or assigns any Intellectual Property Rights from one Party to the other, except for the limited licenses expressly granted herein.
8.2 End User Data. Each Party will use End User data only in conformity with applicable law and the End User Terms. Each Party will comply with the data safeguards set forth in Appendix A.
8.3 Data Handling. To the extent Partner processes, transmits, or has access to data in connection with the Services, Partner shall: (i) process such data only as necessary to perform its obligations under these Terms and Conditions; (ii) not sell, share, or disclose such data to any third party except as required by law or expressly permitted under these Terms and Conditions; (iii) implement and maintain safeguards consistent with Appendix A; and (iv) promptly notify Helium (within seventy-two (72) hours) of any actual or reasonably suspected unauthorized access to such data.
8.4 Data Breach Response. In the event of a data breach, the responsible Party shall (i) provide notification in accordance with Section 8.3(iv), (ii) cooperate with the other Party’s investigation, (iii) take commercially reasonable steps to mitigate the effects of the breach, and (iv) provide information regarding the nature, scope, and remediation of the breach. Breach notification costs resulting from a Party’s acts or omissions shall be borne by that Party.
8.5 Data Privacy. Neither Party shall share PII or CPNI of its End Users with the other Party.
8.6 No Reverse Engineering. Each Party agrees not to copy, modify, adapt, reverse engineer, translate, disassemble, or decompile any hardware or software of the other Party, or make any attempt to derive source code therefrom.
9. CONFIDENTIALITY
9.1 General. Each Party acknowledges that, in connection with these Terms and Conditions and any VAF, it may have access to the other Party’s Confidential Information.
9.2 Obligations. The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms and Conditions. The Receiving Party shall not disclose Confidential Information to any person or entity except to its Affiliates, employees, agents, and consultants who (a) have a need to know such information and (b) are bound by written confidentiality obligations no less protective than those set forth in this Section 9. Each Party shall use at least reasonable care to protect the other Party’s Confidential Information from unauthorized use or disclosure.
9.3 Return or Destruction. Upon termination or expiration of these Terms and Conditions, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, furnish a verified certificate of destruction signed by an authorized representative.
9.4 Survival. The obligations set forth in this Section 9 shall survive termination or expiration of these Terms and Conditions for a period of five (5) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue indefinitely for so long as the information retains its trade secret status.
9.5 Public Announcements. Neither Party shall make any public announcement regarding the existence, value, or terms of these Terms and Conditions or any VAF without the other Party’s prior written consent, except as required by applicable law or regulation.
9.6 Injunctive Relief. Each Party acknowledges that a breach or threatened breach of this Section 9 may cause irreparable harm for which monetary damages would be an inadequate remedy. Either Party may seek injunctive or other equitable relief from any court of competent jurisdiction without the requirement of posting a bond or other security.
10. REPRESENTATIONS AND WARRANTIES
10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) the execution, delivery, and performance of these Terms and Conditions and each VAF have been duly authorized by all necessary corporate or organizational action; (c) the execution and performance of these Terms and Conditions do not and will not conflict with any material agreement, obligation, or order to which such Party is bound; (d) its provision or use of the Services, as applicable, complies with all material applicable laws, rules, and regulations; and (e) it has all rights, licenses, consents, and permissions necessary to perform its obligations and grant the rights contemplated herein.
10.2 Partner Representations and Warranties. Partner further represents and warrants that: (a) neither Partner nor any of its owners, officers, directors, or any person holding a ten percent (10%) or greater ownership interest is listed on any U.S. government sanctions list, including the Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List (the "OFAC SDN List"), located in a country or territory subject to comprehensive U.S. sanctions, or otherwise the target of U.S. economic sanctions; (b) any digital asset wallet address provided to Helium is owned and controlled solely by Partner; (c) Partner shall comply with all applicable anti-money laundering laws, including the Bank Secrecy Act and its implementing regulations; (d) Partner has entered into binding agreements with all applicable Venue Owners granting Partner all rights necessary to provide the Services at each Venue listed in the Directory; and (e) all information provided by Partner in connection with these Terms and Conditions, any VAF, or any Reward Multiplier Request Form is true, accurate, and complete, and Partner shall promptly notify Helium of any material changes to such information. Upon Helium’s reasonable request, Partner shall provide documentation sufficient to verify Partner’s identity, beneficial ownership, and compliance with this Section 10.2. As a condition of any Reward Multiplier assignment above 1, Partner shall provide: (i) government-issued photo identification; (ii) if Partner is a business entity, documentation of beneficial ownership (all persons holding ten percent (10%) or greater ownership interest); (iii) proof of authority to operate at each applicable Venue; and (iv) a completed W-9 or applicable W-8 form, if not previously provided. Helium may suspend Earnings pending completion of any such verification.
11. INDEMNIFICATION
11.1 Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates, directors, officers, agents, and employees (the “Indemnified Party”) from and against all claims, damages, losses, liabilities, costs, expenses, and reasonable attorneys’ fees (collectively, “Damages”) arising out of a third-party claim resulting from: (a) the Indemnifying Party’s negligence or willful misconduct in connection with these Terms and Conditions; or (b) the Indemnifying Party’s alleged misappropriation, infringement, or other violation of the Intellectual Property Rights of any third party; except to the extent such Damages arise from (i) content provided by the Indemnified Party, (ii) modifications to the Services by the Indemnified Party, or (iii) the Indemnified Party’s use of the Services in violation of these Terms and Conditions.
11.2 Indemnification Procedures. Promptly upon becoming aware of a claim for which indemnification is sought (a “Claim”), the Indemnified Party shall give written notice to the Indemnifying Party. The Indemnifying Party may retain the right to settle or defend the Claim at its own expense. The Indemnified Party may participate in the defense at its own expense, but the Indemnifying Party shall control the defense. The Indemnifying Party shall not enter into any settlement that imposes liability or obligations on the Indemnified Party without the Indemnified Party’s prior written consent. If the Indemnifying Party fails to respond within thirty (30) days of receiving notice of a Claim or fails to proceed in good faith to defend or settle the Claim, the Indemnified Party may defend or settle the Claim, and the Indemnifying Party shall reimburse all resulting Damages.
12. PUBLICITY
12.1 Press Releases and Marketing Materials. Helium may issue press releases, marketing materials, and public announcements regarding the existence and general terms of any VAF, including naming Partner as a brand partner of Helium Plus.
12.2 Use of Partner Marks. Helium may use Partner’s name, logo, and trademarks for the purpose of publicizing the partnership and Helium Plus, subject to Partner’s trademark usage guidelines as communicated to Helium in writing. Partner shall provide such guidelines promptly upon request.
12.3 Protection of Confidential Information. Notwithstanding Sections 12.1 and 12.2, Helium shall not disclose Partner’s Confidential Information in any public announcement, press release, or marketing material without Partner’s prior written consent.
12.4 Post-Termination Publicity Rights. The rights granted to Helium under this Section 12 shall continue for a period of one (1) year following the effective date of termination or expiration of all VAFs between the Parties. Upon expiration of such one-year period, Helium shall cease all use of Partner’s Marks and remove Partner’s name, logo, and trademarks from its marketing materials within thirty (30) days.
13. GENERAL PROVISIONS
13.1 Notices. All notices shall be in writing and delivered by certified mail (return receipt requested), hand delivery, email with confirmed receipt, or nationally recognized overnight courier, to the addresses specified in the applicable VAF. Notice is effective upon confirmed receipt.
13.2 Compliance with Laws. The Parties agree to conduct business ethically and in compliance with all applicable laws, rules, and regulations.
13.3 Assignment. Neither Party may assign these Terms and Conditions or any VAF without the other Party’s prior written consent, which shall not be unreasonably withheld. Either Party may assign to an Affiliate without consent. Any assignment in violation of this Section is null and void ab initio.
13.4 Independent Contractor. The Parties are independent contractors. Nothing herein creates a joint venture, partnership, agency, or employment relationship.
13.5 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.
13.6 Waiver. Waiver of any breach shall not constitute a waiver of any other or subsequent breach.
13.7 Severability. If any provision is held unenforceable, it shall be deemed amended to accomplish its objectives to the greatest extent permitted under applicable law, and all remaining provisions shall continue in full force and effect.
13.8 Survival. Sections 3 (to the extent of accrued obligations), 5.3, 5.4, 5.6, 7, 8, 9, 10, 11, 12, and 13 shall survive termination or expiration of these Terms and Conditions and any VAF.
13.9 Remedies. All rights and remedies under these Terms and Conditions are cumulative and may be exercised concurrently or separately.
13.10 Entire Agreement. These Terms and Conditions and the applicable VAF (including all appendices) constitute the entire agreement between the Parties and supersede all prior negotiations, representations, and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.
13.11 Counterparts. VAFs may be executed in counterparts, each of which shall be deemed an original, including by electronic signature via DocuSign or similar platform.
13.12 Force Majeure. Neither Party shall be liable for failure to perform obligations (except payment obligations) due to events beyond its reasonable control, including acts of God, pandemics, governmental actions, war, terrorism, labor disputes, cyberattacks, or telecommunications failures. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate without liability except for accrued obligations.
13.13 Anti-Bribery. Both Parties shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
13.14 Time to Bring Claims. Any action or proceeding arising under these Terms and Conditions must be commenced within twelve (12) months after the event giving rise to the claim, regardless of any longer limitations period provided by law. This limitation does not apply to claims arising from fraud, willful misconduct, or violations of law where a shorter period is not permitted.
13.15 Dispute Escalation. Prior to initiating arbitration, the Parties shall attempt to resolve disputes through escalation to senior executives. Either Party may initiate escalation by written notice. Within ten (10) business days, each Party shall designate a senior executive, and such executives shall meet within thirty (30) days. If the dispute remains unresolved after thirty (30) days from the initial escalation notice, either Party may proceed to arbitration. Neither Party may initiate arbitration without completing this escalation process, except for claims seeking injunctive relief under Section 9.6.
13.16 Arbitration. ARBITRATION IS THE SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY VAF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.6. ANY SUCH DISPUTE SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR AS OTHERWISE MUTUALLY AGREED BY THE PARTIES, CONDUCTED BY A SINGLE ARBITRATOR MUTUALLY AGREED UPON BY THE PARTIES (OR, IF AAA RULES APPLY AND THE PARTIES CANNOT AGREE WITHIN THIRTY (30) DAYS, APPOINTED IN ACCORDANCE WITH SUCH RULES). THE PLACE OF ARBITRATION SHALL BE NEW YORK, NEW YORK. THE LANGUAGE SHALL BE ENGLISH. THE ARBITRATOR’S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THIS SECTION DOES NOT PRECLUDE EITHER PARTY FROM SEEKING PROVISIONAL OR INJUNCTIVE REMEDIES IN AID OF ARBITRATION FROM A COURT OF COMPETENT JURISDICTION.
13.17 Updates to Terms and Conditions. Helium may update these Terms and Conditions from time to time by posting the revised version at helium.com/plus/terms. Helium will provide Partner with at least thirty (30) days’ prior written notice of any material changes. Partner’s continued participation in Helium Plus or use of the Services after the effective date of any such update constitutes acceptance of the revised Terms and Conditions. If Partner does not agree to the updated Terms and Conditions, Partner may terminate the applicable VAF by providing written notice to Helium before the effective date of the update, and such termination shall not be considered a breach. For the avoidance of doubt, updates to these Terms and Conditions shall not alter the Fees, Earnings, or payout terms specified in any executed VAF without Partner’s written consent.
APPENDIX A: DATA SAFEGUARDS
Partner shall implement and maintain the following safeguards for all data processed, transmitted, or stored in connection with the Services:
Physical security of servers and equipment using secure data centers with redundant power, cooling, fire suppression, and badge-controlled access with video monitoring.
Restriction of data center access to authorized individuals, with all access monitored and audited.
Redundant backup systems and documented disaster recovery plans, tested no less than annually.
Physical safeguards of data, including secure storage and disposal of media containing sensitive information.
Current firewalls, intrusion detection systems, and regular vulnerability scanning conducted no less than quarterly.
Written information security policies, reviewed and updated at least annually.
Encryption of sensitive data in transit and at rest as required by applicable law and industry standards.
Complex password requirements with periodic resets, including minimum length, character complexity, and lockout after failed attempts.
Access controls limiting access to data to the minimum necessary for each individual’s job responsibilities, enforced through role-based permissions.
Current antivirus and anti-malware software on all production systems, configured for automatic updates and real-time scanning.
Industry-standard security procedures consistent with recognized frameworks (e.g., ISO 27001, SOC 2, or NIST Cybersecurity Framework).
Compliance with all applicable data protection laws, including prompt notification to Helium of any material regulatory changes that affect Partner’s ability to maintain these safeguards.
APPENDIX B: SERVICE LEVEL AGREEMENT
1. System Uptime. Partner shall maintain ninety-nine percent (99%) system uptime for its core Wi-Fi network authentication infrastructure, measured on a calendar-month basis. Uptime shall be calculated as follows:
((Total minutes in the calendar month minus Unplanned Downtime minutes) / Total minutes in the calendar month) x 100.
“Unplanned Downtime” means any period during which the Partner Network’s core authentication infrastructure is unavailable to End Users, excluding (i) scheduled maintenance for which Partner has provided advance notice in accordance with Section 5.3 and (ii) periods during which Partner is unable to access a Venue due to the Venue Owner’s failure to provide access or cooperation, provided that Partner has made a documented request to the Venue Owner and has promptly notified Helium of the access issue.
2. Reporting and Resolution. If system uptime falls below 99% in any calendar month, Helium shall report the deficiency to Partner in writing. Partner shall promptly investigate the cause and use commercially reasonable efforts to restore uptime to the required threshold.
3. Remedies. If system uptime falls below 99% for two (2) or more consecutive calendar months, Helium may, at its election: (a) reduce Earnings on a pro-rata basis corresponding to the Unplanned Downtime exceeding the 99% threshold during the affected months; or (b) terminate the applicable VAF upon thirty (30) days’ prior written notice to Partner. These remedies are in addition to, and not in lieu of, all other rights and remedies available to Helium under these Terms and Conditions or applicable law.
4. Uptime Reporting. Upon Helium’s reasonable request, Partner shall provide monthly uptime reports in a format reasonably acceptable to Helium, documenting actual uptime percentages, any Unplanned Downtime events, root cause analyses, and corrective actions taken.
APPENDIX C: DIGITAL ASSETS DISCLAIMER
Helium Network Tokens (the “Tokens”) are digital assets issued under the authority of the Helium Foundation and of Helium Improvement Protocols (“HIP(s)”). Tokens may be earned through: (i) providing coverage in the Helium Network footprint (Proof-of-Coverage rewards); (ii) providing data throughput for Helium End Users; and (iii) providing data throughput for Offload Carrier End Users.
Partner shall carefully review and understand the following risks, as well as all other risks associated with the Tokens and the Helium Network, all of which could render the Tokens worthless or of little value:
No Claim, Loan, or Ownership Interest. Partner acknowledges that owning or holding the Tokens does not provide Partner with rights of any form with respect to Helium or its revenues or assets, including without limitation any voting, redemption, liquidation, proprietary (including all forms of intellectual property) or other financial rights, and Tokens do not provide Partner with any ownership, equity, or other interest in Helium. Partner acknowledges and agrees that Helium does not own or otherwise control the Helium Network and that the Tokens have no rights or attributes other than as implemented on the Helium Network.
No Other Representations or Warranties. Helium does not make and expressly disclaims all representations and warranties, express, implied or statutory with respect to Tokens. Helium specifically does not represent or warrant and expressly disclaims any representation or warranty, express, implied, or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
New Technology. The technology associated with the Helium Network is new and may not function as intended, or at all. The Helium Network may not be capable of consistent operation or operation in perpetuity. Technology changes rapidly, and the Helium Network and any Tokens may become outdated. THE TOKENS MAY HAVE NO VALUE.
Lack of Interest. The ongoing success of the Helium Network relies on third-party participation. There can be no assurance of sufficient interest or use.
Ability to Transact or Resell. There is no guarantee or representation of liquidity and transferability of Tokens.
Volatility. The value of Tokens has been and may again be subject to extreme volatility. There can be no assurance that the Tokens will maintain their present value.
Source Code. Partner acknowledges that Helium does not control the source code underpinning the Tokens and the Helium Network. Such source code may contain flaws, bugs, defects or inconsistencies.
Security. Tokens may be subject to expropriation, theft, bugs, weaknesses, or cyber-attacks.
Access to Private Keys. Loss of private key(s) associated with the digital wallet storing the Tokens will result in loss of such Tokens. Helium is not responsible for any such losses.
Regulatory Risk. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. Governmental authorities may apply regulatory limits or restrictions on the holding, transfer or taxation of the Tokens.
Partner Obligations. Partner acknowledges that: (a) Earnings may constitute taxable income and Partner is solely responsible for tax obligations; (b) Partner shall not dispose of Earnings in a manner constituting an offering of securities; and (c) Partner shall comply with all applicable laws governing digital assets.
