PLEASE READ THIS TERMS OF SERVICE (“TERMS”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND HELM,LLC D/B/A THE HELM, WHO ENTERS INTO THIS AGREEMENT ON BEHALF OF ITSELF AND ITS AFFILIATES (“THE HELM,” “WE,” OR “US”).

By accessing or using any The Helm website with an authorized link to the Terms (“Site”), signing up for any service with The Helm directly (the “Services”), accessing or using any content, information, services, features, products or resources available or enabled via the Site, or clicking on a button or taking any other action to signify your acceptance of the Terms, you agree that: (1) you read, understand and agree to be bound by the Terms; (2) you are of legal age in your jurisdiction of residence to form a binding contract with The Helm; and (3) you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity (and any users) to this Agreement. The term “you” refers to the individual or legal entity, as applicable, identified as the end user when you registered through the Site. Except as otherwise provided herein, if you do not agree to be bound by the Terms, you may not access or use any of the Services.Your use of our Services is also subject to our Privacy Policy, which covers how we collect, use, share and store your personal information.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY THE HELM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, The Helm will make a new copy of the Terms available on the Site. We will also update the “Last Updated” date at the top of the Terms.

1. Description of Services. The Helm offers a variety of Services, including, but not limited to, a coaching launch program (the “Coaching Kickstarter”), a membership for existing coaches (the “Coaching Membership”), coaching training & certification (the “The Helm Certification”), and connection to The Helm certified coaches who run their own businesses separately from The Helm (“Third Party Coaches”).

1.1 Coaching Kickstarter. To apply for the Coaching Kickstarter program, please visit the-helm.com. Once your application is approved, at The Helm’s sole discretion, the Coaching Kickstarter Agreement will govern the terms and conditions of that service.

1.2 Coaching Membership. The Services also include an opportunity for existing coaches to connect with peers on a regular basis and learn from each other’s experiences in a virtual group setting. To apply for the Coaching Membership, please visit the-helm.com. Once your application is approved, at The Helm’s sole discretion, the Coaching Membership Agreement will govern the terms and conditions of that service.

1.3 Third Party Coaches. The Services also include an opportunity to connect with independent professional coaches (each, a “Coach” and collectively, the “Coaches”) seeking to provide Coaching Services. Any Coaching Services may be subject to additional fees, and you agree to pay for such fees in accordance with the payment terms set forth by each Coach.

1.4 The Helm Certification. The Services also include an opportunity for experienced coaches to be trained & certified by The Helm. To apply for the Coaching Certification, please visit the-helm.com. Once your application is approved, at The Helm’s sole discretion, the Coaching Certification Agreement will govern the terms and conditions of that service.

1.5 Disclaimers. (a) PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO CONNECT USERS WITH THIRD PARTY COACHES THROUGH THE SITE BUT YOU AGREE THAT THE HELM HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY THIRD PARTY COACH EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT. ALL THIRD PARTY COACHING SERVICES AND ARE PROVIDED BY THIRD PARTY COACHES, AS APPLICABLE, AND NOT BY THE HELM, AND USERS ACCEPT THIRD PARTY COACHING SERVICES AT A USER’S OWN RISK. (b) THIRD PARTY COACHES ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS OR JOINT VENTURERS OF THE HELM. THE HELM DOES NOT PERFORM THE COACHING SERVICES OF THIRD PARTY COACHES AND USERS HEREBY ACKNOWLEDGE THAT THE HELM DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR THIRD PARTY COACHING SERVICES BUT MAY MONITOR AND FACILITATE THIRD PARTY COACHING SERVICES SERVICES THROUGH THE SITE.

1.6 Eligibility Requirements. In order to access the Services, you must: (a) be at least eighteen (18) years old; (b) of legal age to form a binding contract or that you have reviewed the Agreement with your parent or legal guardian and he or she agrees to the Agreement on your behalf; and (c) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. By using the Services, you agree that you meet all of the eligibility requirements set forth in this Section and the Agreement. We may still refuse to let certain people access or use of the Services, and we may change our eligibility criteria at any time, in our sole discretion.

2. APPLICATIONS. When applying for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You agree that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify The Helm immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. The Helm reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and insure to the benefit of The Helm. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU.

3. OWNERSHIP AND LICENSE TO USE SERVICES. The Helm, its suppliers, and its service providers own all rights, title and interest in the Services. Subject to the Agreement, The Helm grants you a limited, non-transferable license to use the Services solely for your personal, non-commercial purposes. The Helm, its suppliers, and its service providers reserve all rights not granted in this Agreement.

4. USER CONTENT.

4.1. Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that that User makes available through the Services (“User Content”). The Helm has no obligation to pre-screen any User Content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, The Helm reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content. For example, The Helm shall have the right to remove any such Content that violates this Agreement or is otherwise objectionable. Any views and opinions expressed in User Content reflect the author’s point of view and are not necessarily those of The Helm or its affiliated entities.

4.2. Ownership of Your Content. The Helm does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you agree that you have all of the necessary rights to grant The Helm the license set forth in Section

4.3. Content Rights. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services. Further, you acknowledge that if Your Content includes personal information, it will be processed in accordance with our Privacy Policy, and applicable laws

4.4. License to Your Content. Subject to any applicable Account settings, you grant The Helm a right to copy, use, and display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.

4.5. User Submissions. During your use of the Services, you may submit text responses, chats, comments, suggestions and other information (collectively, the “Submissions”) to the Site, whether or not requested to do so by The Helm. You shall be deemed to have granted The Helm a fully paid, worldwide, perpetual, royalty-free, non-exclusive, transferable, sublicensable, license to cache, copy, distribute, transmit, publicly display, reproduce or otherwise use the Submissions on the Services and in other media, digital or analog, now known or hereafter developed throughout the universe including, without limitation, the internet, mobile devices, and in advertising or promotions, print or otherwise. For the avoidance of doubt, by submitting your Submission you understand and agree that any Submission may become publicly viewable on the Services or elsewhere. The Helm shall have no obligation to pay you any compensation for your Submissions. The Helm is under no obligation to post or use any Submission you may provide. The Helm may, in its sole discretion, remove any Submission at any time, with or without notice to you, prior to removal or otherwise. You may request the removal of your Submission for any reason on reasonable written notice to The Helm, on receipt of which The Helm will take commercially reasonable steps to comply. The Helm does not and cannot review all Submissions and is not responsible for the content or substance thereof. However, The Helm reserves the right to delete, move or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person’s rights to privacy or publicity, or otherwise unacceptable, provided that The Helm shall not be deemed the publisher of any Submission by virtue of its right to control said Submission. Any views and opinions expressed in a Submission reflect the author’s point of view and are not necessarily those of The Helm or its affiliated entities.

5. OTHER RESTRICTIONS ON USER CONDUCT. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You agree to abide by our Privacy Policy, and you shall not (and shall not permit any third party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without The Helm’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of The Helm; or (vi) discloses any personal or confidential information about another person without the express written consent of such person.

6. RESTRICTIONS ON USE OF THE SERVICES.

6.1. Acceptable Use. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using The Helm’s name; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. The Helm reserves all rights not granted in this Agreement. Any unauthorized use of Services shall give The Helm the right to terminate the Agreement on notice to you. The foregoing sentence is not exclusive of any other rights or remedies that may be available to The Helm under law, equity, statute, or otherwise.

6.2. User Rules. Any features and/or services provided on the Services by The Helm, including, but not limited to, user comments, instant messaging, and e-mail functions, are subject to this Agreement and any other guidelines published or modified by The Helm from time to time (collectively, the “Rules”). You also understand that a breach of the Rules will result in a violation of these Terms. Notwithstanding anything to the contrary in the Rules, in the event that The Helm determines, in its sole discretion, that you have violated the Rules, or that any part of your Submission or Your Content violates the Rules, The Helm will have the right to immediately remove such Submission, in whole or in part, with or without notice to you, and to temporarily suspend your Account and access to the Services, with notice to you. In the event that The Helm determines that your first violation was particularly offensive, The Helm will have the right to immediately and permanently terminate your Account and access to the Services, with notice to you. Any user may report abuse by sending an email to hello@the-helm.com.

7. Feedback. You agree that your submission of any ideas, suggestions, documents, and/or proposals to The Helm (“Feedback”) is at your own risk and that The Helm has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You agree that you have all rights necessary to submit the Feedback. You hereby grant to The Helm a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.

8. THIRD-PARTY SERVICES.

8.1. Third-Party Websites, Apps and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under the control of The Helm. The Helm is not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads. The Helm  provides these Third-Party Websites, Third-Party Apps and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8.2. Additional Terms for Google. We use the Google Places API(s) for location searches. Pursuant to the Google Maps APIs Terms of Service, use of this location feature is subject to Google’s Privacy Policy. 

9. PAYMENT.

9.1. Payment Terms for Services. Please refer to the agreement for your contracted Service for information on any fees and the terms thereof.

9.2 Payment Terms for Other Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide The Helm with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not to the Terms to determine your rights and liabilities. By providing The Helm with your credit card number and associated payment information, you agree that The Helm is authorized to immediately invoice your Account for all fees and charges due and payable to The Helm hereunder and that no additional notice or consent is required. You agree to immediately notify The Helm of any change in your billing address or the credit card used for payment hereunder (or any other related agreement). The Helm reserves the right at any time to change its prices and billing methods, upon notice to you.

9.3 Refund Policy for Services. Other than in any circumstances prohibited by applicable law, all payments made through the Services are final, and The Helm will not issue any refunds.

9.4. Third Party Payment Processor. The Helm uses QuickBooks (“QuickBooks”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services).

10. INDEMNIFICATION. To the fullest extent permitted by applicable law, you agree to indemnify (i.e., reimburse) and hold The Helm, its subsidiaries, affiliates, advisors, employees, contractors, and agents and its licensors and suppliers (“The Helm Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of the Agreement or any other agreement referenced herein; (d) your violation of any rights of another party (including another Services user); or (e) your violation of any applicable laws, rules or regulations. The Helm reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Helm in asserting any available defenses. You agree that the provisions in this Section will survive any termination of the Agreement or your access to Services.

11. DISCLAIMER OF WARRANTIES AND CONDITIONS.

11.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, OR ATTENDANCE AT ANY THE HELM ORGANIZED EVENT, IS AT YOUR SOLE RISK, AND THE SERVICES, AND ANY THE HELM ORGANIZED EVENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE HELM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.

THE HELM PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR OTHERS, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE HELM MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE HELM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE HELM PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12 LIMITATION OF LIABILITY.

12.1. Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HELM PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE HELM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES LOSSES THAT WERE NOT FORESEEABLE TO YOU OR THE HELM WHEN THE AGREEMENT WAS FORMED AND LOSSES THAT WERE NOT CAUSED BY ANY BREACH BY THE HELM. WE DO NOT LIMIT OR EXCLUDE THE HELM PARTIES’ LIABILITY WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION,

12.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE HELM PARTIES ARE LIABLE TO YOU EXCEED $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. WE DO NOT LIMIT OR EXCLUDE THE HELM PARTIES’ LIABILITY WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

12.3. User Content and Settings. The Helm Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.

12.4. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between The Helm and you.

13. Procedure for Making Claims of Copyright Infringement. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence regarding notice of claims of copyright infringement should be addressed to: Helm LLC, 3526 Beeler Court, Denver, CO, 80238.

14.TERMINATION. At its sole discretion, The Helm may modify or discontinue the availability of the Site, with or without notice to you and without liability to you or any third party. To the extent possible, The Helm will warn you in advance of any modification, or discontinuance of the Site (or part thereof). From time to time, we may automatically update the Site to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur. The Site is provided over the Internet and so the quality and availability of the Site may be affected by factors outside our reasonable control. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Site or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. At its sole discretion, The Helm may discontinue the availability of the Site on 30 days’ notice to You and without liability to you or any third party. The Helm may suspend or terminate your access to the Services (in full or in part) if: (i) You have breached any provision of this Agreement or any other agreement referenced herein; (ii) The Helm is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful); or (iii) You use the Services for any unauthorized, fraudulent, abusive or illegal activity. You agree that all terminations for cause shall be made in The Helm’s sole discretion and that The Helm shall not be liable to You or any third party for any termination of the Services in accordance with this sub-section. In addition to suspending or terminating your access to the Services, The Helm reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, the Agreement will remain enforceable against you and unpaid amounts you owe to The Helm for any purchases will remain due.

15. INTERNATIONAL USERS. Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country. These references do not imply that The Helm intends to announce or promote the availability of such Services or content in your country. Services are controlled and offered by The Helm from its facilities in the United States of America. The Helm makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

16.DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you and The Helm to arbitrate disputes against one another. PLEASE BE AWARE THAT THIS SECTION 16 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND THE HELM HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND THE HELM BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

16.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and THE HELM agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and The Helm may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or The Helm may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.

16.2. Informal Dispute Arbitration. There may be instances when a Dispute arises between you and The Helm. If that occurs, The Helm is committed to working with you to reach a reasonable resolution. You and The Helm agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and The Helm therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you also agree to participate in the Conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to The Helm that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to hello@the-helm. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

16.3. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

16.4. Waiver of Jury Trial. YOU AND THE HELM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and The Helm are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above and Section 16.8 below. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.5. Waiver of Class or Other Non-Individualized Relief. YOU AND THE HELM AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.10, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 16.10. 

Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and The Helm agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Colorado. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or The Helm from participating in a class-wide settlement of claims (only after a court of competent jurisdiction has declared the class action prohibition unenforceable under applicable law).

16.6. Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and The Helm agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by an established alternative dispute resolution provider that The Helm determines. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. You and The Helm agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

16.7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 16.1 or Section 16.4, including any claim that all or part of Section 16.4 is unenforceable, illegal, void or voidable, or that Section 16.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 16.10, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.10. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

16.9. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or The Helm need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

16.10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Helm, LLC, 3526 Beeler Court, Denver CO 80238 or e-mail hello@the-helm.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

16.11. Invalidity, Expiration. Except as provided in Section 16.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with The Helm as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

17. GENERAL PROVISIONS.

17.1. Electronic Communications. The communications between you and The Helm use electronic means, whether you visit Services or send The Helm e-mails, or whether The Helm posts notices on Services or communicates with you via e-mail. For contractual purposes, you: (1) consent to receive communications from The Helm in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to the Agreement that The Helm provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

17.2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without The Helm’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.3. Force Majeure. The Helm shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.4. Exclusive Venue. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and The Helm agree that all claims and disputes arising out of or relating to the Agreement or the Services will be litigated exclusively in the state or federal courts in Denver, Colorado.

17.5. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

17.6. Notice. Where The Helm requires that you provide an e-mail address, you are responsible for providing The Helm with your most current e-mail address. In the event that the last e-mail address you provided to The Helm is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, The Helm’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. 

17.7. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: by e-mail at hello@the-helm.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

17.8. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.9. Severability. Subject to Section 16.8, if any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

17.10. Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using Services, you agree that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

17.11. Consumer Complaints. If you reside in California, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

17.12. Entire Agreement. To the extent permitted by applicable law, the Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.