Terms And Conditions

Review the terms and conditions governing the use of our website, services, and products

Dec 16, 2024

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

These Terms and Conditions of Use (“Terms”) govern your access to and use of the websites, online platforms, software, applications, and related services provided by HelmGuard Technologies, Inc. (“HelmGuard,” “we,” “us,” or “our”), including www.helmguard.ai and any associated mobile or web applications, subdomains, and services that link to these Terms (collectively, the “Services”).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

Notwithstanding the foregoing, if you and HelmGuard have entered into a separate written agreement signed by the Parties governing Company’s provision of the Services to you (“Executed Agreement”), the terms of the Executed Agreement shall apply your access to and use of the Services to the exclusion of the terms set forth in these Terms.

These Terms apply to all users of the Services worldwide, including affiliates and end users in the United States, Canada, the European Union, the United Kingdom, and other jurisdictions. In the event of a conflict between these Terms and mandatory local laws, the local laws prevail to the extent of that conflict.

1. ACCEPTANCE OF TERMS

1.1 Legal Capacity: You must be at least 18 years of age, or the age of majority in your jurisdiction, and have the legal capacity to enter into a binding contract in order to use the Services. By accessing or using the Services, you represent and warrant that you meet these requirements.

1.2 Business Use: Unless otherwise specified, the Services are intended for use in connection with your internal business purposes. You agree not to use the Services for personal, family, or household purposes.

2. CHANGES TO THESE TERMS

We reserve the right to modify or update these Terms at any time, in our sole discretion. We will provide notice of material changes (e.g., by posting the updated Terms and updating the “Last Updated” date, or by other means of notice where required by applicable law). Your continued use of the Services after any such update constitutes your acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Services.

3. ACCESS AND USE OF SERVICES

3.1 Registration and Account Information: Certain features of the Services may require you to register for an account. You agree to:

Provide accurate, current, and complete information during registration;
Update such information to remain accurate, current, and complete; and
Maintain the confidentiality and security of your login credentials.

3.2 Account Security: You are solely responsible for all activities that occur under your account. You must immediately notify us at notices@helmguard.ai if you suspect or become aware of any unauthorized access to or use of your account or credentials.

3.3 Access Rights: Subject to these Terms, HelmGuard grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes. HelmGuard may suspend, restrict, or terminate your access to the Services at any time, without liability, if you breach these Terms or for any other lawful reason.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership: Except for User Content (defined below), all content and materials available through the Services, including without limitation software, code, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, design elements, trademarks, service marks, and trade names (collectively, “HelmGuard Content”) are owned by HelmGuard or its licensors and protected by U.S. and international intellectual property laws.

4.2 License Grant: HelmGuard grants you a limited, revocable, non-exclusive, non-transferable license to access and use HelmGuard Content solely in accordance with these Terms and for the limited purposes set forth herein.

4.3 Restrictions: Except as expressly permitted in these Terms or by applicable law, you shall not, and shall not allow any third party to:

Copy, reproduce, distribute, publicly perform, or publicly display HelmGuard Content;
Modify, create derivative works of, or reverse engineer any part of the Services, except to the extent such a restriction is not permitted by applicable law;
Remove or alter any copyright, trademark, or other proprietary notices;
Use any automated means (e.g., robots, scrapers) to access the Services for any purpose without HelmGuard’s prior written consent; or
Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services.

5. USER CONTENT

5.1 User Content Ownership: “User Content” means any content, data, or information you submit, post, upload, or otherwise make available through the Services. You retain all rights in your User Content.

5.2 License to HelmGuard: By submitting User Content, you grant HelmGuard a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, distribute, adapt, modify, create derivative works from, publicly display, publicly perform, and otherwise exploit your User Content in connection with providing and improving the Services, and as otherwise permitted by these Terms and our Privacy Policy.

5.3 User Content Standards: You represent and warrant that your User Content:

Does not infringe, misappropriate, or violate any intellectual property or other rights;
Complies with all applicable laws and regulations;
Does not contain defamatory, obscene, offensive, or unlawful material; and
Is free from viruses, malware, or other harmful code.

HelmGuard reserves the right, but is not obligated, to remove or disable access to any User Content that violates these Terms or is otherwise objectionable.

5.4 Risk Calculator: The Risk Calculator tool ("Calculator") is provided as a free resource to help evaluate potential security risks. When using the Calculator, you:

Are responsible for the accuracy of input data
Must not rely on the Calculator as professional advice
Should verify results independently
Agree that results are not a substitute for professional security assessment

The Calculator is provided "as is" without any warranties. HelmGuard is not responsible for:

Accuracy of results
Business decisions based on Calculator output
Suitability for your specific needs
Any losses arising from use of or reliance on the Calculator

6. THIRD-PARTY SERVICES AND LINKS

The Services may contain links to third-party websites or resources, or integrate with third-party services. HelmGuard does not endorse, control, or assume responsibility for any third-party content, products, services, or practices. Your use of third-party sites or services is at your own risk and subject to the respective third-party terms and conditions and privacy policies.

7. DATA PROTECTION AND PRIVACY

7.1 Privacy Policy: HelmGuard’s collection, use, and disclosure of personal information are described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge and agree to the Privacy Policy.

7.2 Compliance with Data Protection Laws: HelmGuard complies with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), UK data protection laws, and the California Consumer Privacy Act (CCPA), to the extent applicable. You agree that you will comply with all applicable data protection and privacy laws in your use of the Services.

8. EXPORT CONTROLS AND TRADE COMPLIANCE

You agree to comply with all applicable export and import control laws and regulations, including U.S. and EU trade sanctions, and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or jurisdiction.

9. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, HELMGUARD DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HELMGUARD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

IF YOU ARE LOCATED IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE ABOVE DISCLAIMERS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HELMGUARD, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF HELMGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HELMGUARD’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO HELMGUARD FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

IF YOU ARE LOCATED IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR IF ANY OTHER LIMITATIONS SET FORTH IN THIS SECTION ARE FOUND TO BE UNENFORCEABLE, THEN THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless HelmGuard, its affiliates, and their officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

Your use or misuse of the Services;
User Content;
Your breach of these Terms;
Your violation of any law or regulation; or
Your infringement or violation of any rights of a third party.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law: Except as otherwise required by mandatory local law, these Terms and any dispute arising out of or related to these Terms or the Services shall be governed by the laws of the State of New York, United States, without regard to its conflict of law principles.

12.2 Jurisdiction and Venue: Except where prohibited by applicable law, you agree that any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the federal or state courts located in New York, New York, and you consent to personal jurisdiction and venue in such courts.

12.3 Consumer Rights: If you are a consumer in the EU or UK, you may have additional mandatory legal rights and remedies under your local consumer laws. These Terms do not affect those mandatory rights.

13. TERMINATION

13.1 Termination by HelmGuard: HelmGuard may, in its sole discretion, suspend or terminate your access to all or part of the Services at any time and for any or no reason, including if you breach these Terms.

13.2 Effect of Termination: Upon termination, all licenses and rights granted to you under these Terms shall immediately cease, and you must stop using the Services. Sections intended to survive termination (including Intellectual Property, Disclaimers, Limitations of Liability, Indemnification, and Governing Law) shall survive.

14. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. FORCE MAJEURE

HelmGuard shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, strikes, or similar events.

16. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and HelmGuard relating to your use of the Services, superseding any prior or contemporaneous agreements, oral or written.

17. WAIVER

No waiver by HelmGuard of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, nor a waiver of any other term or condition.

18. ASSIGNMENT

You may not assign or transfer these Terms or any rights or obligations herein, by operation of law or otherwise, without HelmGuard’s prior written consent. HelmGuard may assign these Terms at any time without notice.