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Helium makes no representation or warranty that the content and materials on the Site or the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Site or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Helium reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site or the Services to any person, geographic area or jurisdiction we so desire, and to limit the quantities of any such service or products that we provide.
We may, at any time and without notice, suspend, cancel, or terminate your right to use the Site (or any portion of the Site). In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the Site affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in the Terms, shall survive.
These Terms and the relationship between you and Helium shall be governed by and construed in accordance with the laws of the California, without regard to its conflict of law provisions except that the Arbitration provision at Paragraph 13 shall be governed by the Federal Arbitration Act.
You and Helium irrevocably that If a dispute between you, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association before resorting to arbitration or any other dispute resolution procedure.
If such mediation is not successful, any controversy or claim arising out of or relating to these Terms, or the breach thereof, or otherwise concerning the relationship between the parties shall be finally resolved by arbitration shall be settled by arbitration administered by the American Arbitration Association. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof over the relevant party or its assets. The arbitration shall take place in San Jose, California, or such other location as may be mutually-agreed to by the parties. The arbitration shall be conducted by one arbitrator, who shall be selected by agreement of the parties. Each party shall be responsible for paying half of the costs of the arbitration. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties and their counsel, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply if disclosure is required by law or in judicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award, provided that the parties agree to use best efforts to keep such disclosure confidential and agree, subject to court approval, to submit such disclosure to a court only under seal.
Claims may not be brought in the arbitration proceeding by or on behalf of a purported class of claimants.
This agreement to arbitrate shall constitute an irrevocable waiver of each party's right to a trial by jury, as well as of rights to discovery or to an appeal that would customarily be available in a judicial proceeding but that may be limited or unavailable in connection with such an arbitration.
We may perform any of our obligations or exercise any of our rights under this Terms through one or more of our corporate affiliates (including any entity that directly or indirectly controls, is controlled by or is under common control with us). If Helium or its assets are acquired by another entity, that entity will assume our rights and obligations as described in this Terms. You may not assign your rights or obligations under this Terms, by operation of law or otherwise, without our prior written consent.
The Agreement constitutes the entire agreement between Helium and you with respect to the subject matter contained in the Terms and supersedes all previous and contemporaneous agreements, proposals, and communications, written and/or oral. You also may be subject to additional terms and conditions that may apply when you purchase and/or use the products or services of a third party that are provided on or through the Site. In the event of any conflict between any such third party terms and conditions and the Agreement, the Agreement shall govern. If any provision of the Agreement shall be found unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. The foregoing provisions of the Terms are for Helium's benefit and the benefits of Helium's affiliates, third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf.
If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.