Terms of use

Get to know the terms of using Helu to rise your business up.

THESE TERMS OF USE (“TOU”) (in the version dated June, 2021) GOVERN THE USE BY ANY PERSON OR ENTITY (“USER”) OF THE APPLICATION SERVICES (AS DEFINED BELOW) PROVIDED BY Helu.io GMBH (“Helu”) PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APPLICATION SERVICES.

SCOPE OF APPLICATION

  1. Helu exclusively provides its Application Services to entrepreneurs. The User represents and warrants that they act as an entrepreneur and is not considered as consumer. The User further represents and warrants that neither minors, consumers nor other unauthorized third parties use the Application Services within their sphere of responsibility.
  2. Any terms and conditions of the User that deviate from the TOU of Helu shall be ineffective, even if they claim (exclusive) validity.
  3. Helu is entitled to amend the TOU at any time at its discretion in accordance with section 17 of these TOU.
  4. By agreeing to the TOU and/or by using the Application Services, the User agrees to be legally bound by all terms, conditions and notices contained or referenced in these TOU as well as by the Data Processing Agreement to be concluded by Helu und the User. If the User disagrees with any of the abovementioned terms, they may not use the Application Services. For the sake of clarity, each User expressly agrees to be bound by these TOU.


DEFINITIONS

  1. “Account” means the account for the Platform, created by each user to access the Application Services. The Account is strictly limited to the use by one user.
  2. “Helu” means Helu.io GmbH, an Austrian company with itsbusiness address at Burggasse 24/10, 1070 Vienna, registered at Handelsgericht Wien with the company registration number FN 521042 p and all its Affiliates.
  3. “Affiliate” means an affiliated entity that is directly or indirectly, through one or more intermediaries, controlled by, or is under common control with, another person or entity. The term “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting stock, by contract or otherwise.
  4. “Applicable Law” means all laws, regulations and legal obligations which are applicable in the Republic of Austria, including the provisions on the competent court of jurisdiction.
  5. “Application Services” means the products and services offered by Helu, which User orders based on a commercial agreement, a proof-of-concept agreement or a similar agreement and are made available online by Helu via a password-protected user login.
  6. “Beta Services” means any products or services created or provided by Helu that are not generally available to Helu’s users.
  7. “Confidential Information” shall have the meaning set forth in Section 11.
  8. “Effective Date” means the date on which an agreement about the provision of the Application Services is concluded between the Parties or, at the latest, the date on which User started using the Application Services.
  9. “Feedback” means any materials, including but not limited to comments, suggestions, ideas, or other information provided by the User to Helu.
  10. “Malicious Code” means viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
  11. “Party” and “Parties” means Helu and/or the User with respect to their business relationship.
  12. “Platform” refers to a specific URL, provided by Helu, where the Application Services are operating.
  13. “Subscription” means the provision of the Application Services from Helu to User via the Platform.
  14. “Subscription Fee” means the agreed price for which Helu makes available the Application Services to the User.
  15. “Subscription Term” means the agreed period for which Helu makes available the Application Services to the User.
  16. “TOU” means these Terms of Use, which are deemed to be accepted by using the Application Services.
  17. “Sub-users” means Users who access data with additional User accounts, that the User can create in the software (e.g. through collaboration).
  18. “User” means anyone who uses the Application Services.
  19. “User Data” means all electronic data or information submitted by User to the Application Services.
  20. “User Guide” means online help, training, how-to documents and explanatory materials that assist User in using the Application Services (as such materials may be updated from time to time), accessible via log-in to the Application Services or otherwise as made available by Helu.


ACCOUNT REGISTRATION

  1. To use the Application Services, an Account will be provisioned to the User and the latter must represent and warrant:
    1. to provide Helu with accurate, up-to-date and complete information, which is required to set up an account;
    2. to keep any logins, passwords, or other credentials in connection with the Application Services secret;
    3. to maintain and promptly update any information the User provides to Helu; and
    4. to notify Helu immediately of any unauthorized use of this information or any other breach of security within their sphere of responsibility by sending an email to support@helu.io.
    5. to oblige Sub-users within the organization to comply with the terms of use and DPR herein.


USE OF APPLICATION SERVICES

  1. The User shall:
    • be responsible for their compliance with the TOU, the Applicable Law as well as for the accuracy, quality, and legality of the User Data and of how the User acquires the User Data. The User represents and warrants that the User Data will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party;
    • use all reasonable efforts to prevent unauthorized access to, or use of, the Application Services, and notify Helu promptly of any such unauthorized access or use;
    • use the Application Services only in accordance with the User Guide and the Applicable Law; and
    • use each registration and each Account exclusively by themselves. The joint use of one Account by several people or the transfer of the Account to a third party, either against payment or for free, is strictly forbidden.
  2. The User shall not:
    • make the Application Services available to anyone else;
    • sell, resell, rent, or lease the Application Services or the right to use them;
    • use the Application Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights;
    • use the Application Services to store or transmit Malicious Code;
    • interfere with or disrupt the integrity or performance of the Application Services or third-party data contained therein;
    • attempt to gain unauthorized access to the Application Services or their related systems or networks; or
    • use the Application Services beyond the scope permitted in writing.
  3. In the event the User breaches any provision of the TOU Helu may, in addition to any other right which Helu might have under the Applicable Law, suspend the User’s access to the Application Services.


THIRD-PARTY SERVICES

  1. The Application Services allow the User to gather data from multiple third-party data sources and services, including various third-party websites. The third-party services from which the data can be gathered are selected by Helu at its sole discretion and Helu reserves the right to select, discontinue and change such available sources at any time. Helu assumes no liability whatsoever for the data or other content collected from third-party services.
  2. The User is solely responsible for ascertaining that they have the right to use the third-party services for gathering and processing any such data by using the Application Services, and the User must obtain any such consents and authorizations as may be needed from time to time in relation to such data or other content and their processing.
  3. The Application Services may be used as an add-on to various third-party services and software. Helu does not assume any liability for such third-party services or software, the User is exclusively responsible for obtaining any necessary licenses or consents needed for their use. The User must familiarize themselves with the applicable terms and conditions, including any restrictions on use, in relation to any such third-party services the User agrees to comply with such third-party terms and conditions in addition to the TOU.
  4. Furthermore, the Application Services may contain links to websites and content of third parties as a service to those interested in this information. Helu does not monitor, endorse, or adopt, or have any control over, any third-party content. Helu undertakes no responsibility to update or review any third-party content and can make no guarantee as to its accuracy or completeness. Additionally, if the User follows a link or otherwise navigate away from the Application Services, they need to be aware that the TOU will no longer govern. The User should review the applicable terms and policies, including privacy and data gathering practices, of any third-party content or service provider to which they navigate from the Application Services. The User accesses and uses third-party content at their own risk.
  5. The Application Services may contain advertisements and promotions from third parties. The User’s business dealings or correspondence with, or participation in promotions of, advertisers other than Helu, and any terms, conditions, warranties, or representations associated with such dealings, are solely between the User and such third party.


MODIFICATIONS TO THE APPLICATION SERVICES

  1. Helu reserves the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the Applications Services at its sole discretion. Neither Helu or its suppliers will be liable to the User or to any third party for any modification, discontinuance, or restriction of the Application Services.
  2. If Helu ceases the Application Services, it shall – at its sole discretion – and as the User’s exclusive remedy
    1. permit the User to continue the use of the Application Services until the end of the Subscription Term; or
    2. terminate the Subscription of the User before the end of the Subscription Term and refund them any pre-paid Subscription Fee on a prorated basis.
  3. From time to time, Helu may invite the User to try, at no additional charge, Beta Services. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, are subject to change in Helu’s sole discretion, and may be subject to additional terms. The User shall immediately inform Helu of any bugs or errors experienced, and otherwise provide its feedback to, and cooperate with, Helu on Beta Services as reasonably requested by Helu. Beta Services are provided “as is” with no express or implied warranty, and Helu disclaims all liability for Beta Services. Helu may discontinue Beta Services at any time in Helu’s sole discretion and may never make them generally available.


USER’S FEEDBACK

  1. The User grants Helu a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use their feedback for any purpose without compensation or attribution to the User.
  2. The User agrees that Helu may disclose the relationship between the User and Helu as well as the User’s name and logo on Helu’s website and in promotional materials.


PROPRIETARY RIGHTS

  1. Helu reserves all rights, title, and interest in and to the Application Services, including all related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein.
  2. User shall not:
    1. modify, copy, or create derivative works based on the Application Services;
    2. reverse engineer the Application Services; or
    3. access the Application Services to build a competitive product or service, or
    4. copy any ideas, features, functions, or graphics of the Application Services.
  3. As between User and Helu, User shall own all User Data, including all reports, statistics, and other data to the extent generated solely from User Data, and all intellectual property rights therein.
  4. Helu shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Application Services or any new programs, upgrades, modifications or enhancements developed by Helu in connection with rendering the Application Services to User, even when refinements and improvements result from User’s request or suggestion. In the case that the intellectual property rights of such refinements and improvements are not automatically transferred to Helu by virtue of the TOU or otherwise, User hereby transfers and assigns (and, if applicable, shall cause its Affiliates to transfer and assign) to Helu all rights, title, and interest which User or its Affiliates may have in or to such refinements and improvements.
  5. The User agrees that Helu may disclose the relationship between the User and Helu as well as the User’s name and logo on Helu’s website and in promotional materials.


PAYMENT TERMS

  1. Helu makes available the Application Services to the User against payment of a Subscription Fee.
  2. The Subscription Fee (including value added tax, related taxes and other charges, if applicable) shall be due and payable by the User in advance prior to the beginning of the Subscription Term by credit card payment, Paypal, wire transfer or any other form of payment that will be integrated with Helu.
  3. The User may authorize Helu to charge its credit card or bank account specified at registration. The User is obliged to provide sufficient funds on the due date. If collection via such payment method is not possible (e.g. insufficient funds), the User will bear any resulting costs (e.g. credit card fees). In such case, the provisions of sections d. and e. apply equally.
  4. Helu may terminate the Subscription of the User with immediate effect and suspend or prohibit its use if the Subscription Fee has not been paid within 14 days after the due date, without prejudice to any other rights or remedies to which Helu may be entitled.
  5. Helu is entitled to modify the payment terms as set forth in this Section 9 and the amount of the Subscription Fee at any time in its sole discretion in accordance with Section 17.


INDEMNIFICATION

  1. Helu shall defend User against any claim, demand, suit, or proceeding made or brought against User by a third party alleging that the use of the Application Services as permitted hereunder infringes the intellectual property rights of a third party (a “Claim Against User”), and shall indemnify User for any damages, attorneys’ fees and other costs finally awarded against User as a result of, and for amounts paid by User under a court approved settlement of a Claim Against User; provided that User:
    1. promptly gives Helu written notice of the Claim Against User;
    2. gives Helu sole control of the defense or settlement of the Claim Against User (provided that Helu may not settle any Claim Against User unless the settlement unconditionally releases User of all liability); and
    3. provides to Helu reasonable assistance, at Helu’s expense.
  2. If Helu receives information regarding an infringement, misappropriation, or other claim, Helu may in Helu’s discretion, and at no cost to User
    1. modify the Application Services, so that they no longer infringe, misappropriate, or give rise to any other claim;
    2. obtain a license for User’s continued use of the subject Application Services in accordance with the TOU; or
    3. terminate the User’s Subscription for such Application Services upon 30 days’ written notice and refund to User any prepaid fees covering the remainder of the term of the terminated Subscription.
  3. Helu shall have no obligation to indemnify User to the extent any Claim Against User arises from User’s breach of these TOU.
  4. The User shall defend Helu against any claim, demand, suit or proceeding made or brought against Helu by a third party alleging that the User Data, or the use of the Application Services by the User are in breach of these TOU, infringe the property rights of a third party or violates Applicable Law (a “Claim Against Helu”), and shall indemnify Helu for any damages, attorneys’ fees and other costs finally awarded against Helu as a result of, or for any amounts paid by Helu under a court-approved settlement of a claim against Helu, provided that Helu:
    1. promptly gives the User written notice of the Claim Against Helu;
    2. gives the User sole control of the defense or settlement of the Claim Against Helu (provided that the User may not settle any claim against Helu unless the settlement unconditionally releases Helu of all liability); and
    3. provides to the User all reasonable assistance, at the User’s expense.


CONFIDENTIAL INFORMATION

  1. “Confidential Information” means (a) any technical and business information relating to business information, accounting information, finances, general ledger or journal data and financial projections, clients, marketing, production, costs, profit and margin information, and current or future business plans and models, proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure; (b) any product information of Helu’s Application Services as well as data transferred via the Application Services; (c) in addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect other confidential and/or sensitive information which is (I) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (II) disclosed in any other manner and identified as confidential at the time of disclosure and which is summarized and designated as confidential in a written memorandum delivered within 30 days after the disclosure; and (d) excludes any information that is (I) is in possession of a Party prior to its receipt from the other Party; (II) is or becomes publicly known without a breach of this section 11.; (III) is developed independently by the other Party; or (IV) is received from another source who can disclose it lawfully and without an obligation to keep it confidential.
  2. The Parties shall only use the Confidential Information for the Purpose and shall not disclose the Confidential Information to third parties. Either Party may disclose the other Party’s Confidential Information if required by law as long as the other Party will be informed promptly by written notice (to the extent permitted by law) of the requirement prior to the disclosure and assistance will be provided to the other Party in obtaining an order protecting the information from public disclosure. Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.
  3. The Parties acknowledge that the Confidential Information is a valuable, special, and unique asset for each Party which shall be protected with the highest standard of care. Therefore, the Parties agree that they shall not disclose, utilize, employ, exploit or in any other manner use the Confidential Information disclosed by the other Party for any other reason than the Purpose. The Parties shall limit disclosure of Confidential Information within their own organization to those directors, officers, partners, contractors and/or employees having a need to know and shall not disclose Confidential Information to any third party without prior written consent of the other Party. Before disclosure, each Party must ensure that the recipients are required to protect of the Confidential Information on terms as protective as this section 11. and accept responsibility for each recipient’s use of Confidential Information. Upon request, the Parties shall provide each other with a complete and updated list of all such recipients. The Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Confidential Information. A Party shall promptly notify the other Party of any actual or suspected unauthorized use or disclosure of the Confidential Information.
  4. In the event that a Party discloses Confidential Information in violation of this Section 11., the Party in breach shall notify the other Party in writing of such disclosure immediately upon discovery of the violation and no later than 5 business days after such disclosure.
  5. Neither Party shall be obliged to disclose or provide any Confidential Information to the other Party. Nothing in this Section 11. shall obligate the Parties to purchase any service, goods, or intangibles from the other Party or to proceed with any transaction between them or contemplated by this Section 11.
  6. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE PARTIES MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ALL CONFIDENTIAL INFORMATION PROVIDED TO THE OTHER PARTY. THE PARTIES SHALL INDEMNIFY AND DEFEND EACH OTHER FROM ALL THIRD-PARTY CLAIMS RESULTING FROM THE NEGLIGENT OR WRONGFUL DISCLOSURE OF THIRD PARTY’S CONFIDENTIAL INFORMATION.
  7. All documents and other tangible objects containing or representing Confidential Information and all copies of them shall be and remain the property of the disclosing Party and shall be promptly returned to this Party or destroyed (with proof of such destruction), each within 14 days of the written request or upon the termination of the Parties’ business relationship.
  8. Nothing in this Section 11. is intended to grant any rights in or to the Confidential Information, including without limitation, under any patent, copyright, or other intellectual property right of the other Party.
  9. Each Party acknowledges that any violation or threatened violation of this section 11. may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.


DATA PROTECTION

The User agrees to be legally bound by all terms, conditions and notices contained or referenced in the Data Processing Agreement to be concluded between the Parties, which forms an integral part of the TOU.

AGGREGATED ANONYMOUS DATA

Notwithstanding anything to the contrary herein, the User consents that Helu may obtain and aggregate technical and other data about the User’s use of the Application Services (see also data privacy statement). Such aggregated anonymous data is non-personally identifiable with respect to the User Helu may use it to analyze, improve, support, and operate the Application Services, and for its distribution in general benchmarking data and industry reports. In that case Helu will not identify the User as source of any aggregated anonymous data.

DISCLAIMER & LIMITATION OF LIABILITY

  1. THE APPLICATION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HELU MAKES NO REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, OR STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR THAT THE OPERATIONS OF THE APPLICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
  2. ANY (OPTIMIZATION) RECOMMENDATIONS, SUGGESTIONS OR FORECASTS CREATED BY THE APPLICATION SERVICES AND BASED ON THE DATA PROVIDED BY USER ARE NOT GUARANTEED TO BE CORRECT. HELU MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR OTHERWISE REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE PROVIDED INFORMATION. USER ACKNOWLEDGES THAT HELU CANNOT BE HELD LIABLE AT ANY TIME FOR ANY LOSSES DUE TO DECISIONS OR TRANSACTIONS MADE BASED ON THIS INFORMATION.
  3. EXCEPT FOR BODILY INJURY OF A PERSON, HELU, ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TOU UNDER ANY CONTRACT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY FOR AN ERROR OR INTERRUPTION OF THE USE OF FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY MATTER BEYOND HELU’S REASONABLE CONTROL. HELU’S TOTAL LIABILITY SHALL BE LIMITED TO THE SUM OF ALL FEES PAID BY THE USER TO HELU IN A 12 MONTH PERIOD PRECEDING THE DAMAGING EVENT.
  4. HELU SHALL NOT BE LIABLE FOR ANY LOSS OF, OR DAMAGE TO, DATA OR PROGRAMS TO THE EXTENT THAT SUCH LOSS OR DAMAGE WOULD HAVE BEEN AVOIDED OR MITIGATED BY ADEQUATE PREVENTATIVE MEASURES OF THE USER.


ASSIGNMENT

The Subscription is not assignable, transferable or sublicensable by User except with Helu’s prior written consent. Helu may transfer and assign any of its rights and obligations under the TOU without consent to an Affiliate.

SEVERABILITY CLAUSE

Should one or more provisions of the TOU be or become invalid, the remaining clauses of the TOU shall not be affected. The Parties shall replace the invalid provision with a replacement provision which would have been agreed by the Parties pursuant to their original economic intentions. This principle shall also apply in the case of any unintentional contractual gaps.

AMENDMENTS TO THE TERMS OF USE

  1. Helu is entitled to amend the TOU from time to time for any reason by giving the User notice via email or through the Application Service Platform.
  2. If the User does not agree to the amendments, Helu shall, at its sole decision and as the User’s exclusive remedy;
    1. permit the User to continue the use of the Application Services according to the prior version of the Terms until the end of the then-current Subscription Term; or
    2. terminate the Subscription of the User before the end of the Subscription Term and refund them any pre-paid Subscription Fee on a prorated basis.
  3. Upon any amendment to these TOU, the User may be required to actively consent to the updated TOU by clicking a consent button within the Platform. The continued use of the Application Services, after the amendments of the TOU become effective, constitutes the User’s acceptance of the amendments.


GOVERNING LAW

These Terms shall be governed exclusively by the laws which are applicable in the Republic of Austria (without regard to its conflict of law rules and to the United Nations Convention on Contracts for the International Sale of Goods [“CISG”]). Exclusive legal venue for all disputes under or in connection with the Terms shall be with the courts of Vienna, Austria, having subject matter and territorial jurisdiction.

SURVIVING PROVISIONS

The following provisions shall survive even after the Subscription has ended: USER’S FEEDBACK; PROPRIETARY RIGHTS; INDEMNIFICATION; CONFIDENTIAL INFORMATION; DATA PROTECTION; AGGREGATED ANONYMOUS DATA; DISCLAIMER & LIMITATION OF LIABILITY; AMENDMENTS TO THE TERMS OF USE; GOVERNING LAW.