Last updated: April 2, 2024
Helium Communications, Inc. ("Company", "We" or "Us"), based at 548 Market St., San Francisco, CA 94104, USA (EIN: 30-1290595), provides self-serve advertising software via its website https://www.heliumads.com and subsidiary web properties (the "Sites"). Company offers various services to you, whether as an advertiser or publisher, through the website and subsidiary web properties, all of which are conditioned on your agreement to adhere to the following Terms of Service without modification of any kind. Your use of the Service (as defined below) and/or your registration with Company constitutes your agreement to these Terms of Service. These Terms of Service are subject to change at any time, without prior notice. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the change is published. You are responsible for reviewing these Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access our website or Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
We respect the privacy and security of our users. You understand that by using our service, you give consent to the collection, use and disclosure of our personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy (https://www.heliumads.com/en/privacy) which is incorporated here in by reference. You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are under 18 years of age, then please do not use Company or our Service. In our discretion, we may maintain different accounts for different types of Users. If you open an account on behalf of your company, then (a) "you" includes you and your company, and (b) you represent and warrant that you are an authorized representative of your company with the authority to bind the entity to these Terms of Service, and that you agree to these Terms on your company's behalf. The service is not available to any User who has been removed by Company.
Company offers a platform for advertisers and publishers to buy and sell advertising. The "Service" means the product, platform or service provided or made accessible to you by Company.
By registering and participating in this Service, you agree and represent as follows::
Company respects the rights of third party creators and content owners and expects that you will do the same. Given the nature of the Service and the volume of information submitted, Company cannot and does not monitor all of the materials posted or transmitted by you and other third-party information providers via the Service, including, without limitation, any materials posted via the Service. You expressly agree that Company will not be liable for materials.
In connection with your use of the Site or your Account, if you are a publisher or seller of advertising, you agree to:
If you are a publisher or seller of ads, and if you sell or otherwise transfer to another party one or more of your websites, then if the other party validly has its own Account in good standing, you may request that Company transfer ("Push") those websites from your Account to that other party's Account. Company shall have no obligation to push such websites if that other party does not have a valid and complete publisher Account.
Any Client media (1) directed to children under the age of 13 who reside in the United States or any territory thereof; or (2) that collect information from users known by the operator thereof to be under the age of 13 who reside in the United States or any territory thereof ("Kids' Sites") must be identified as such by the seller making Ad Inventory thereon available through the Service. Client's use of the Service will be in compliance with the United States' Children's Online Privacy Protection Act ("COPPA"). Without limiting the foregoing, Client may not, except to the extent permitted by applicable law, (i) create profiles of users or visitors of Kids' Sites, (ii) purchase, sell, place or facilitate the placement of behaviorally targeted Ads on Kids' Sites, or (iii) collect personal information (as defined by COPPA) about users or visitors of Kids' Sites. We will use flags within the Service to categorize Media identified by an applicable Seller as a Kids' Site within the Service, however we undertake no obligation to monitor COPPA compliance by Buyers or Sellers. Nothing in this Section shall be construed as limiting Client's obligation to comply with any other applicable laws, rules or regulations related to minors.
The following is a partial list of the kinds of activities that are prohibited on or through the Service: (a) submitting Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Materials that could be harmful to minors; (c) engaging in activity or submitting Materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, "User Data") without their consent; (e) engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting Materials that displays pornographic or sexually explicit material of any kind; (h) submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (i) submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without Company's prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Company website or for any other unauthorized purpose without Company's prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Service or Company's hardware and software infrastructure or that of any of its Licensors or Suppliers. In addition, you covenant and represent that you will not use the Service for any purpose other than those that are set forth herein, nor will you use this Service in violation of the law or these Terms of Service.
You hereby represent and warrant that: (a) you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service, (b) the Materials are accurate, current and complete, (c) the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service shall not violate any agreements between you and a third party.
You agree to indemnify, defend and hold harmless Company, and its officers, directors, employees, agents, and contractors from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to: (a) the Materials you provide or approve for publication, (b) your use of the Service, (c) your breach of these Terms of Service, or (d) any actual, prospective, completed or terminated service between you and a third party.
Company intends that the information contained in its Service be accurate and reliable; however, errors sometimes occur. In addition, Company may make changes and improvements to the information provided herein at any time. THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." Company AND/OR ITS SUPPLIERS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF Company'S SERVICE IS AT YOUR OWN RISK. Company AND/OR ITS SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF Company'S SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH Company, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Company AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL Company OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Company'S LIABILITY, AND THE LIABILITY OF Company'S SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED UP TO THE GREATER OF: (I) THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO Company DURING THE MOST RECENT TWELVE MONTH PERIOD AND (II) THE AMOUNT PAID TO YOU IN COMMISSIONS DURING THE MOST RECENT TWELVE MONTH PERIOD. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN Company AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.
Company is not responsible for any errors or delays caused by an incorrect e-mail address provided by you or other technical problems beyond our reasonable control.
You may fund your account in two ways: (1) you can deposit funds into your account via a credit card or PayPal ("Deposited Funds"); and (2) you can earn funds by selling ads as a publisher ("Earned Funds"). Deposited Funds will appear in your Account balance and be available for you to purchase ads; however, Deposited Funds may not be cashed out. Earned Funds will generally appear in your Account balance approximately thirty (30) days after one of your ads has been purchased, and Earned Funds may be cashed out upon your request per the instructions given elsewhere on the Site.
In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Service, you must notify us in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose ads are displayed on any website defaults on payment to us, we may withhold payment or charge back your account. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your account. You are responsible for any charges assessed by your bank or payment provider.
We accept two payment methods for self-serve purchases: (1) credit card, (2) PayPal.
Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any reason, including your breach of these Terms of Service, the terms and conditions of any service for which you may have registered, or a violation of the rights of another user or the law. You may unsubscribe from any further communication from Company at any time by delivering a written notice addressed to support [at] heliumads [dot] com. You shall be responsible for ensuring delivery of the notice to Company. You may also unsubscribe by clicking the Email Preferences link or the opt-out link in any of the Company emails. Company shall not be obligated to store any data or files for more than ninety (90) days after termination of your access to the Service. Company reserves the right with or without notice to you at any time to change, modify or discontinue any service or a portion or attribute thereof, or the offering of any information, good, content, product or service. Company shall have no liability to you or any third party should Company modify or discontinue any service or an aspect thereof.
Any claim or controversy arising out of or relating to the use of Company's Service, to the goods or services provided by Company, or to any acts or omissions for which you may contend Company is liable, including but not limited to any claim or controversy ("Dispute"), shall be finally, and exclusively, settled by arbitration in San Francisco, California, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of California, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each part shall bear its own costs and attorneys' fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in California. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND Company WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Company ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
You agree that: (i) the Service shall be deemed solely based in California; and (ii) this Service shall be deemed a passive web site and service that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. We each agree to submit to the personal jurisdiction of a state court located in San Francisco, California or the United States District Court for the District of California, for any actions for which either party retains the right to seek injunctive or other equitable relief, as further described in the Arbitration provision above. These Terms of Service, together with the Privacy Policy and any other legal notices published by us on the Service, shall constitute the entire agreement between you and us concerning this Service and supersedes any prior written or oral representations. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Except as otherwise expressly agreed in this Agreement, this Agreement is non‐exclusive and either party may engage in similar or other relationships, agreements or arrangements with any other party. Except as agreed in an Order Form, neither party promises any level of business or outcomes to the other. YOU AND Company AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. These Terms of Service may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. Pursuant to any applicable laws, rules or regulations, including without limitation the US Electronic Signatures in Global and National Commerce Act, P.L. 106-229 or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS. Further, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-¬‐electronic records, or to payments or the granting of credits by other than electronic means. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to Company.
All contents of the Service are copyrighted © 2024 Helium Communications Inc. All rights reserved. Other product and company names may be trademarks or service marks of their respective owners.
IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT THIS WEBSITE AND SERVICE IMMEDIATELY.
