Cloud Services Agreement

This Cloud Services Agreement (these "Terms") is entered into between Helius Blockchain Technologies, Inc. ("Helius") and the entity that has executed an Order Form that references and incorporates these Terms by reference or that has registered for an account at https://www.helius.dev ("Customer"), and governs Customer's access to and use of the Services. These Terms, each applicable Order Form, and any documents expressly incorporated by reference (including any DPA) constitute the complete understanding between the parties on the subject matter herein (“Agreement”) and are effective on the earlier of: (a) the date that an Order Form is fully executed by the parties (where applicable), or (b) Customer’s initial access to or use of the Services (“Effective Date”).

By entering into an Order Form and/or otherwise accessing or using the Services or agreeing to these Terms (including via clickthrough acceptance), Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. For individuals who are registering an account on behalf of a Customer, you represent and warrant that you have all right, permission, and authority necessary to enter into this Agreement on behalf of Customer and to bind Customer to the terms of this Agreement, including to make any purchases made through Customer’s registered account and to provision access to other Authorized Users. If Customer does not accept these Terms, Customer is not authorized to access or use the Services.

These Terms are subject to change by Helius at any time. When changes are made, Helius will make a copy of the updated Terms available to Customer via email or at the Helius website and update the “Last Updated” date at the top of these Terms. If Helius makes material changes, Helius will provide written notice of such material changes and attempt to notify Customer by sending an email to the address associated with Customer’s account. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms, or (b) Customer’s consent to and acceptance of the updated Terms if Helius provides a mechanism for Customer’s immediate acceptance (e.g., clickthrough acceptance), which Helius may require before further access to and use of the Services is permitted. For Customer using the Services under an Order Form, the version of these Terms identified in that Order Form governs the then-current Subscription Period; an updated version applies to a renewal only if Helius gives Customer prior written notice before the renewal date. If an Order Form conflicts with these Terms, the Order Form controls to the extent the Order Form expressly states that a specific provision of these Terms will be superseded by a specific provision of the Order Form.

1. Definitions.

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

“Access Protocols” means the passwords, access codes, API keys, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Services.

“Aggregated Data” means data and information related to Customer Content and/or Customer’s use of the Services that is used by Helius in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Applicable Privacy Laws” means data protection and privacy laws and regulations applicable to the processing of personal data under this Agreement, including, but not limited to, where applicable, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the General Data Protection Regulation (“GDPR”), and the e-Privacy Directive (Directive 2002/58/EC).

“Authorized User” means an employee or independent contractor of Customer who is authorized by Customer to access the Services pursuant to Customer’s rights under this Agreement.

“Customer Content” means data, information, or materials submitted to the Services by or on behalf of Customer, excluding Feedback and Aggregated Data.

“Documentation” means Helius-provided user documentation, in all forms, relating to the Services in hard copy or electronic form (e.g., API documentation, user guides, and online help files).

“Feedback” means suggestions, comments, enhancement requests, recommendations, or other feedback regarding the Services.

“Helius IP” means the Services, software, Documentation, websites, technology, and all worldwide Intellectual Property Rights in each of the foregoing.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Order Form” means any ordering document, statement of work, or online checkout flow executed or completed by Customer that references these Terms and sets forth the Services ordered, subscription term, usage limits, fees, support, service levels, and other applicable terms.

“Personal Data” has the meaning given in the Applicable Privacy Laws.

“Sensitive Information” means (a) individually identifiable health information or protected health information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations; (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (c) Social Security numbers, passport numbers, driver’s license numbers, or other government-issued identification numbers; (d) private cryptographic keys or seed phrases; or (e) any data subject to Applicable Privacy Laws, the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act.

“Services” means the products, services, software, APIs, websites, applications, and related offerings that Helius makes available, including the Helius platform, and any other services set forth in the applicable Order Form.

“Subscription Period” means the subscription term specified in the applicable Order Form or, for self-service subscriptions, the applicable monthly billing period.

2. Ownership and Intellectual Property.

2.1 Helius Intellectual Property.

As between Helius and Customer, the Helius IP is the exclusive property of Helius and its licensors. All rights in and to the Helius IP not expressly granted to Customer in this Agreement are reserved by Helius and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Documentation, or any part thereof, including any right to obtain possession of any source code, data, or other technical material relating to the Services.

2.2 Feedback.

Customer may, but is not required to, provide Feedback regarding the Services. If Customer or any of its employees or contractors provides Feedback, Helius is free to use such Feedback irrespective of any other obligation or limitation between the parties. Customer hereby assigns to Helius on Customer’s behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and Helius is free to use, without any attribution or compensation, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Helius is not required to use any Feedback. This assignment excludes any Customer Content or Customer Confidential Information contained in the Feedback.

2.3 Customer Content.

Customer retains all right, title, and interest in Customer Content. Customer is solely responsible for the accuracy, quality, completeness, and legality of all Customer Content. Customer will obtain all third-party licenses, consents, and permissions needed for Helius to use the Customer Content to provide the Services. Customer grants Helius a non-exclusive, worldwide, royalty-free, and fully paid license during the Subscription Period to host, copy, process, transmit, display, and otherwise use Customer Content as necessary to provide, secure, support, and maintain the Services and comply with law.

2.4 Aggregated Data.

Notwithstanding anything to the contrary in this Agreement, Helius may monitor Customer’s use of the Services and collect and compile Aggregated Data. As between Helius and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Helius. Helius may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify Customer or Customer’s Confidential Information.

2.5 Data Protection.

Helius will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content. Customer represents, warrants, and covenants that Customer will not submit Sensitive Information or Personal Data subject to Applicable Privacy Laws unless expressly authorized by an Order Form or in writing by Helius. To the extent Customer and Helius enter into a Data Processing Addendum (“DPA”), such Personal Data will be processed in accordance with the DPA. In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.

3. Provision of Services.

3.1 License Grant.

Subject to and conditioned on Customer's payment of applicable Fees and compliance with all terms and conditions of this Agreement, Helius grants to Customer a non-exclusive, non-transferable license during the Subscription Period, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to access and use the features and functions of the Services as required in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Services. Such use is limited to Customer’s business purposes, including integration of the Services into Customer’s own products and services. An Order Form may authorize additional uses. No rights are granted except as expressly stated in the Agreement.

3.2 Restrictions.

Customer will use the Services only in accordance with the Agreement, Documentation, and applicable law. Except as may be expressly permitted by applicable law or otherwise permitted herein, Customer will not, and will not permit any Authorized User or other party to: (i) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas of the Services, except to the extent applicable law prohibits this restriction; (ii) except as otherwise permitted under Section 3.1, sell, resell, sublicense, rent, distribute, or provide the Services to third parties except as expressly authorized; (iii) remove proprietary notices; (iv) copy, modify, or create derivative works of the Services; (v) conduct unauthorized security or vulnerability testing, interfere with operation, degrade performance, or circumvent access or usage restrictions; (vi) access accounts, data, or portions of the Services without authorization; (vii) use the Services to develop a competing service; (viii) use the Services for high-risk activities where failure could reasonably cause death, bodily injury, or environmental damage; (ix) use the Services to obtain unauthorized access to another network or system; (x) submit content without the rights necessary for Helius to process it as contemplated by the Agreement; or (xi) use or access the Services in any personal, household, or familial capacity, or for any purpose other than a lawful business purpose.

3.3 Customer Information.

Customer will provide accurate account, contact, billing, and other information when accessing the Services and keep it current. Helius may use this information to administer the Services, verify identity, process transactions, and send service-related communications, in each case in accordance with Helius’s Privacy Policy, available at https://www.helius.dev/privacy-policy.

3.4 Setup Responsibilities.

Customer shall be responsible for obtaining and maintaining, at Customer’s expense, all necessary telecommunications, computer hardware, software, services, and Internet connectivity required by Customer or any Authorized User to access the Services.

3.5 Customer Responsibility for Data and Security.

Customer and its Authorized Users shall be responsible for all changes to and deletions of Customer Content and the security of all passwords and other Access Protocols required to access the Services. Customer is encouraged to maintain its own backups of Customer Content. Helius may perform backups of certain Customer Content in the ordinary course of business; however, such backups are maintained solely for Helius’s operational purposes and Helius makes no guarantee as to their availability, completeness, or usability for Customer’s purposes. Customer’s sole remedy for lost or corrupted Customer Content is to re-upload or re-submit such content.

3.6 Usage Monitoring.

Helius may provide usage alerts as a convenience. Customer is responsible for monitoring usage and autoscaling charges through the available dashboard or other tools. Failure to receive an alert does not excuse charges. Unless an Order Form states otherwise, included credits do not roll over and are non-transferable.

4. Services, Order Forms, Support, and Service Levels.

4.1 Order Forms.

Each Order Form is governed by, and hereby incorporated into, this Agreement. The specific Services, Subscription Period, usage limits, fees, support, and service levels purchased by Customer will be identified in an Order Form or the applicable online checkout flow. Helius may modify generally available Services from time to time. For Services purchased under an Order Form, Helius will not materially reduce the general functionality of the purchased Services during the applicable Subscription Period.

4.2 Support; Service Levels.

Any service-level commitment and remedy applies only as expressly stated in an Order Form or incorporated service level agreement and is Customer's sole and exclusive remedy for the applicable service-level failure.

5. Term and Termination.

5.1 Self-Service Subscriptions.

Unless an Order Form states otherwise, self-service subscriptions are month-to-month and include the features, credits, usage limits, and fees disclosed at or before checkout. Subscriptions purchased under an Order Form are governed by the Subscription Period and other terms stated in that Order Form.

5.2 Additional Usage.

If Customer exceeds included credits, bandwidth, rate limits, or other usage entitlements, Customer will incur additional charges at the applicable rates disclosed at checkout, in the Documentation, or in the Order Form. Customer authorizes Helius to invoice or charge the applicable payment method for that additional usage.

5.3 Cancellation and Non-Renewal.

A self-service month-to-month subscription continues until Customer cancels it, effective at the end of the then-current monthly billing period. A subscription purchased under an Order Form may be terminated or non-renewed only as permitted by the Agreement and the applicable Order Form.

5.4 Renewal.

An Order Form will renew only as stated in that Order Form. If an Order Form provides for automatic renewal, either party may prevent renewal by giving notice before the Non-Renewal Notice Date specified in the Order Form.

5.5 Termination for Cause.

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice, or immediately if the breach is not capable of cure. Either party may also terminate upon notice if the other party dissolves, ceases business without a successor, makes an assignment for the benefit of creditors, or becomes subject to insolvency or bankruptcy proceedings that are not dismissed within sixty (60) days.

5.6 Effect of Termination.

Upon expiration or termination, Customer will immediately cease using the affected Services and pay all accrued amounts. Unless Customer terminates for Helius’s material breach, Helius will not refund Customer any Fees paid in advance of such expiration or termination.

5.7 Customer Content Deletion.

At Customer’s written request made within thirty (30) days after expiration or termination, Helius will delete Customer Content within sixty (60) days, subject to legally required retention and ordinary-course backup retention.

5.8 Survival.

The following sections will survive expiration or termination of this Agreement for any reason: Sections 1 (Definitions), 2 (Ownership and Intellectual Property), 3.2 (Restrictions), 7 (Fees, Billing, and Taxes) (with respect to accrued payment obligations), 5.6 through 5.8 (Effect of Termination, Customer Content Deletion, Survival), 8 (Export Controls, Sanctions, and Anti-Bribery), 9 (Blockchain Network Risks and Assumption of Risk), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Indemnification), and 14 (Miscellaneous).

6. Accounts and Suspension.

6.1 Accounts.

In order to access the Services, Customer will register an account with Helius. Customer may provision user accounts for Authorized Users. User accounts may only be accessed and used by one Authorized User and may not be shared. Customer is responsible for each Authorized User maintaining the confidentiality of any Access Protocols for such user’s account. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services, and any breach by an Authorized User of this Agreement will constitute a breach by Customer. Customer will promptly notify Helius if Customer becomes aware of or reasonably suspects unauthorized access to any account.

6.2 Suspension.

Helius may suspend Customer’s access to the Services, in whole or in part, if Customer breaches Section 3.2, creates a security risk, or uses the Services in a manner that materially harms the Services or others. Helius will provide notice before suspension when reasonably practicable. For suspension rights related to non-payment, see Section 7.7.

6.3 Termination of Self-Service Subscriptions.

Helius may terminate a self-service subscription that is not subject to a fixed Order Form term upon thirty (30) days’ notice.

7. Fees, Billing, and Taxes.

7.1 Fees.

Customer shall pay to Helius, without offset or deduction, the fees as determined under any Order Form or listed on Helius’s pricing page at https://www.helius.dev/pricing (“Fees”), in accordance with the payment terms set forth in this Section 7. Helius reserves the right to increase the Fees under each Order Form following the initial Subscription Period, and each renewal Subscription Period thereafter, but must provide notification of such increases at least thirty (30) days prior to the end of the then-current Subscription Period.

7.2 Subscriptions.

The Services are provided on a subscription basis. Customer authorizes Helius to automatically charge Customer’s designated payment method in advance for all applicable Fees based on the subscription billing cycle set forth on the applicable Order Form or, if no Order Form is applicable, as specified at the time of purchase. Self-service recurring fees may be charged automatically in advance, and usage-based fees, including autoscaling charges and other Additional Usage under Section 5.2, may be charged in arrears.

7.3 Taxes.

Fees do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, including sales, use, excise, value added, personal property, export, import, and withholding taxes, excluding only taxes based upon Helius’s net income. Customer shall directly pay any such taxes assessed. Customer shall promptly reimburse Helius for any taxes payable or collectible by Helius (other than taxes based upon Helius’s net income).

7.4 Payment Terms.

Helius may accept and process payment (including renewals) from Customer by credit card, cryptocurrency (including USDC on the Solana blockchain), wire transfer, or other methods accepted by Helius from time to time. For cryptocurrency payments, payment is deemed received upon confirmation of the on-chain transaction. By providing Helius with credit card or payment information, Customer agrees that Helius is authorized to charge Customer’s account for all Fees due and payable and that no additional notice or consent is required. If Customer’s payment method is rejected, Helius will notify Customer thereof and Customer will timely pay by an alternative accepted method. If any Customer payment is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue. Customer must notify Helius of a good-faith billing dispute before the invoice due date or within thirty (30) days after an automatic charge and must timely pay all undisputed amounts.

7.5 Payment Processor.

Helius uses Stripe, Inc. and its affiliates as its third-party service provider for fiat payment processing and invoicing services (e.g., card acceptance, merchant settlement, invoicing, and related services) (“Third-Party Payment Processor”). For cryptocurrency payments, Helius processes USDC payments on the Solana blockchain through its payment infrastructure, which may involve third-party service providers. If Customer makes a purchase on the Services, Customer may be required to provide payment details and any additional information required to complete the transaction directly to the Third-Party Payment Processor. Customer agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Helius and Stripe to share any information and payment instructions Customer provides with one or more Third-Party Payment Processor(s) to the minimum extent required to complete Customer’s transactions. Online payment transactions may be subject to validation checks by the Third-Party Payment Processor and Customer’s card issuer, and Helius is not responsible if Customer’s card issuer declines to authorize payment for any reason. For Customer’s protection, the Third-Party Payment Processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorizes it to verify and authenticate Customer’s payment information. Customer’s card issuer may charge Customer an online handling fee or processing fee; Helius is not responsible for this. In some jurisdictions, the Third-Party Payment Processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

7.6 Non-Refundable.

Except as expressly stated in the Agreement, Fees are non-cancellable and non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars unless otherwise specified.

7.7 Suspension for Non-Payment.

In the event that Customer’s account is overdue on any payment for any reason, Helius shall have the right, in addition to its remedies under this Agreement or pursuant to applicable law, to suspend Customer’s use of the Services, without further notice to Customer, until Customer has paid the full balance owed, plus any accrued interest.

8. Export Controls, Sanctions, and Anti-Bribery.

Customer will comply with all applicable export controls, economic sanctions, and anti-bribery laws, including sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer represents that it is not organized in, ordinarily resident in, or 50% or more owned or controlled by persons in a jurisdiction subject to comprehensive U.S. sanctions; is not identified on any applicable restricted-party list; and will not use or make the Services available in violation of applicable sanctions or export restrictions. Helius may suspend or terminate access as reasonably necessary to comply with applicable law.

9. Blockchain Network Risks and Assumption of Risk.

9.1 Protocol Disclaimer.

The Services currently allow Customer to interact with the Solana blockchain (the “Supported Blockchain” and, together with its protocol, the “Protocol”). For the avoidance of doubt, the Supported Blockchain and Protocol are not owned or controlled by Helius, are not a part of the Services, and are not a Service made available by Helius. Helius has no obligation to monitor or control any use of the Supported Blockchain, including any use that does not take place on or through the Services. Helius makes no representations or warranties about the functionality of the Supported Blockchain.

9.2 Assumption of Risk.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES IN CONNECTION WITH BLOCKCHAIN NETWORKS ENTAILS INHERENT RISKS. Customer understands and accepts the following risks: (a) digital asset prices can be extremely volatile, and Helius makes no warranties as to the markets in which digital assets are transferred, purchased, or traded; (b) blockchain transactions are irreversible once confirmed, and Helius cannot reverse, cancel, or modify any on-chain transaction; (c) Customer is solely responsible for verifying transaction details (including recipient addresses, amounts, and network selection) before submission; (d) the regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies may materially adversely affect the development of the Services and the value of any digital assets; and (e) Helius is not a financial or investment advisor and the Services do not constitute financial, investment, tax, or legal advice.

9.3 Blockchain Network Disclaimers.

Helius is not responsible for and makes no representations or warranties regarding: (a) blockchain network availability, congestion, or performance; (b) protocol upgrades, forks, or consensus mechanism changes; (c) validator behavior or staking outcomes, including slashing or penalties imposed by any Supported Blockchain; (d) gas, priority fees, or other transaction cost fluctuations, which are determined by market conditions on the applicable Supported Blockchain and are not determined, set, or charged by Helius; (e) on-chain transaction confirmation, finality, or failure; (f) decentralized governance decisions that may be unfavorable to Customer’s digital assets; or (g) any other aspect of any Supported Blockchain or Protocol. Customer assumes all risk associated with the use of Supported Blockchains in connection with the Services.

9.4 No Liability for Blockchain Losses.

HELIUS TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO CUSTOMER FOR, ANY DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (a) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (b) SERVER FAILURE OR DATA LOSS; (c) CORRUPTED WALLET FILES; (d) UNAUTHORIZED ACCESS TO APPLICATIONS; (e) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR DIGITAL WALLETS; OR (f) VULNERABILITY OR FAILURE OF SOFTWARE (INCLUDING SMART CONTRACTS), BLOCKCHAINS, OR ANY OTHER FEATURES INHERENT TO DIGITAL ASSETS. Helius is not responsible for any delay or failure to report any issues with any Supported Blockchain, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

9.5 MEV Disclosure.

Helius’s MEV (Maximal Extractable Value) disclosure statement is available at https://www.helius.dev/mev-disclosure, and is incorporated herein by reference. Customer acknowledges that the Services interact with blockchain validator infrastructure and that Helius makes certain disclosures regarding MEV practices in connection with transaction processing.

9.6 Staking.

To the extent Customer uses any staking functionality enabled by the Services, Customer understands and acknowledges that: (a) Customer may be unable to use, sell, transfer, or otherwise dispose of staked tokens until Customer withdraws such tokens in accordance with the applicable Supported Blockchain’s rules; (b) Customer may be prohibited from withdrawing staked tokens for a period predetermined by the applicable Supported Blockchain; (c) all risks associated with staking, including the risk of loss of staked tokens, changes to staking rules, and slashing or penalties imposed by Supported Blockchains, are borne solely by Customer; and (d) Helius does not guarantee any staking rewards or any other returns on or in connection with Customer’s digital assets. Any staking rewards are at the sole discretion of the applicable Supported Blockchain, and Helius has no obligation to facilitate any rewards payment.

9.7 Digital Wallets and Third-Party Services.

Certain features of the Services may rely on third-party services, including without limitation digital wallets, Supported Blockchains, validators, and third-party identity verification providers. Customer acknowledges and agrees that (a) Helius shall not be liable for any damages, liabilities, or other harms in connection with Customer’s use of or inability to access any third-party service; and (b) Helius shall be under no obligation to inquire into and shall not be liable for any losses, delays, failures, errors, interruptions, or loss of data occurring by reason of third-party services or circumstances beyond Helius’ control. Customer controls its own digital wallet, and Helius is not responsible for its performance or any risks associated with its use.

9.8 Wallet-as-a-Service.

Helius may offer a Wallet-as-a-Service (“WaaS”) feature that enables Customer to integrate non-custodial embedded digital wallets into Customer’s applications. WaaS is currently provided as a beta feature and is subject to change without prior notice. Without limiting the generality of Section 10.3 (Disclaimers), WaaS is provided “AS IS” and Helius makes no warranties regarding the availability, reliability, or performance of WaaS during the beta period. Helius may modify, suspend, or discontinue WaaS at any time.

(a) Non-Custodial Architecture. WaaS wallets are non-custodial. Helius does not hold, control, or have access to the private keys associated with any wallet created through WaaS. Private keys are generated and managed through third-party key management infrastructure (e.g., Turnkey). Customer acknowledges that Helius cannot recover lost private keys, reset passkeys, or reverse transactions initiated through WaaS wallets. Customer is solely responsible for ensuring that its end users understand the non-custodial nature of the wallets and the risks associated with loss of access credentials.

(b) Customer Responsibility for End Users. Customer is solely responsible for (i) its end users’ use of WaaS wallets integrated into Customer’s applications; (ii) providing its end users with adequate disclosures regarding the risks of digital asset transactions, the non-custodial nature of the wallets, and the irreversibility of blockchain transactions; (iii) complying with all applicable laws and regulations in connection with its deployment of WaaS, including any applicable money transmission, financial services, or consumer protection laws; and (iv) obtaining all necessary consents from its end users for the creation and use of embedded wallets.

(c) Billing. WaaS usage will be billed at the rates set forth in the applicable Order Form or, for self-service Customers, the then-current pricing published in the Documentation. Charges are incurred when a signature is produced, regardless of whether the underlying transaction succeeds on-chain.

(d) Third-Party Key Management. Customer acknowledges that WaaS relies on third-party key management infrastructure that is not owned or operated by Helius. Helius is not responsible for any failure, unavailability, security breach, or data loss arising from such third-party infrastructure. The disclaimers and limitations set forth in Section 9.7 (Digital Wallets and Third-Party Services) apply to such third-party key management infrastructure.

10. Warranties and Disclaimers.

10.1 Mutual Warranties.

Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (c) the execution, delivery, and performance of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

10.2 Customer Warranty.

Customer represents and warrants that: (a) Customer owns the Customer Content, or has the necessary licenses, rights, consents, and permissions to authorize Helius to use the Customer Content in accordance with this Agreement; (b) Customer Content and the use of Customer Content as contemplated by this Agreement does not and will not infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, or violate any applicable law or regulation; and (c) Customer will use the Services in compliance with the Documentation, any instructions provided by Helius, and applicable law. Helius may monitor Customer’s use of the Services and may prohibit any use it believes may be in violation of the foregoing warranties or applicable law.

10.3 Disclaimers.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION OR IN AN ORDER FORM, THE SERVICES ARE PROVIDED “AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELIUS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. Nothing in the Agreement excludes or limits any warranty, right, remedy, or liability to the extent that exclusion or limitation is prohibited by applicable law.

Helius does not warrant that the Services will be uninterrupted, error-free, or completely secure; that data made available through the Services will be accurate or complete; or that all defects will be corrected. Customer is responsible for determining whether the Services meet its requirements and for implementing appropriate security, backup, and fraud-prevention controls.

11. Limitation of Liability.

11.1 Exclusion of Consequential Damages.

EXCEPT WITH RESPECT TO EXCLUDED LIABILITY (AS DEFINED BELOW), TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, REPLACEMENT SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

11.2 Cap on Direct Damages.

EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GENERAL CAP AMOUNT. THE “GENERAL CAP AMOUNT” IS THE AMOUNT SPECIFIED IN THE APPLICABLE ORDER FORM OR, IF NO ORDER FORM SPECIFIES AN AMOUNT, THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO HELIUS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS (USD $100).

11.3 Excluded Liability.

“Excluded Liability” means liability arising from: (a) Customer's payment obligations under this Agreement; (b) either party’s breach of Section 12 (Confidentiality); (c) either party’s fraud, gross negligence or willful misconduct; (d) Customer’s indemnification obligations under Section 13.2; or (e) liability that cannot be limited under applicable law.

11.4 Basis of the Bargain.

The limitations and exclusions in this Section apply to all liability, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

12. Confidentiality.

12.1 Confidential Information.

During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (“Confidential Information”). The Disclosing Party will identify Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, or will identify Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, the Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Helius.

12.2 Protection of Confidential Information.

The Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees, contractors, or advisors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement.

12.3 Exceptions.

The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure without restriction; or (d) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure (to the extent legally permitted) and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

13. Indemnification.

13.1 By Helius.

Helius will indemnify and hold harmless, at its own expense, Customer from and against any and all third-party claims, proceedings, or suits (“Claims”), and pay all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’ and expert witnesses’ fees), arising out of or relating to an allegation that Customer’s authorized use of the Services infringes or misappropriates a third party’s patents, copyrights, or trade secret rights under applicable laws of any jurisdiction within the United States. If any portion of the Services becomes, or in Helius’s opinion is likely to become, the subject of a claim of infringement, Helius may, at its option: (a) procure for Customer the right to continue using the affected Service; (b) replace or modify the affected Service with non-infringing functionality without materially reducing its capabilities; or (c) terminate the affected Service and refund prepaid Fees for the unused remainder of the applicable Subscription Period. Notwithstanding the foregoing, Helius will have no obligation with respect to any infringement claim based upon (i) any use of the Services not in accordance with this Agreement or the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by Helius; or (iii) any modification of the Services by any person other than Helius or its authorized agents.

13.2 By Customer.

Customer will indemnify and hold harmless, at its own expense, Helius and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’ and expert witnesses’ fees) arising out of or relating to (a) Customer Content; (b) Customer’s breach or alleged breach of Sections 3.2 (Restrictions), 10.2 (Customer Warranty), or 8 (Export Controls); or (c) Customer’s use of the Services in violation of applicable law.

13.3 Procedure.

The indemnifying party’s obligations are expressly conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual Claim; (b) the indemnifying party having sole control of the defense or settlement of any Claim; and (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defense of any Claim. The indemnified party may participate in the defense of a Claim at its own expense and with counsel of its own choosing, but the indemnifying party will have sole control over the defense. The indemnifying party may not settle a Claim in a manner that admits fault by, or materially adversely affects, the indemnified party without the indemnified party’s prior written consent. This Section 13 states each party’s exclusive remedy and entire liability for covered third-party Claims.

14. Miscellaneous.

14.1 Governing Law and Dispute Resolution.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in New Castle County, Delaware, in accordance with the Commercial Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

14.2 Publicity.

Helius may publicly list Customer as a customer of Helius and, subject to Customer’s brand guidelines, use Customer’s name and logo in customer lists and marketing materials to identify Customer as a user of the Services. Helius will not use a Customer testimonial without Customer’s prior approval.

14.3 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions remain effective.

14.4 Waiver.

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

14.5 Amendments.

Except as expressly permitted by this Agreement (including the modification mechanism set forth in the preamble of these Terms), an amendment to this Agreement is effective only if in writing and signed by both parties.

14.6 Force Majeure.

Neither party is liable for delay caused by events beyond its reasonable control, including labor disputes, fire, earthquake, flood, pandemic, epidemic, quarantine, or shortage of materials, provided that such party uses reasonable efforts to notify the other party of the cause of such delay and to resume performance as soon as possible. Customer remains responsible for payment obligations notwithstanding any force majeure event.

14.7 Relationship of the Parties.

The parties are independent contractors, and neither party is an agent or partner of the other. Neither party will have, or represent to any third party that it has, any authority to act on behalf of the other party.

14.8 Anti-Bribery.

Each party represents and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of the other party in connection with this Agreement.

14.9 Assignment.

Neither party shall assign or otherwise transfer this Agreement, or its rights and obligations herein, without the other party’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of law, without the other party’s consent. This Agreement shall inure to the benefit of each party’s permitted successors and assigns.

14.10 Notices.

Legal notices must be in writing. Helius may send notices to the email address associated with Customer’s account or stated in an Order Form. Customer must send legal notices to legalnotices@helius.xyz. With respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party by courier, certified or registered mail (postage prepaid and return receipt requested), or a nationally recognized express mail service. Each party may update its notice contact by notice under this Section. Notices are effective when received.

14.11 Remedies.

Except as provided in Section 13 (Indemnification), the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Services and Documentation contain valuable trade secrets and proprietary information of Helius, and that any actual or threatened breach of Section 2 (Ownership) or Section 12 (Confidentiality) or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Helius will constitute immediate, irreparable harm to Helius for which monetary damages would be an inadequate remedy. In such case, Helius will be entitled to seek immediate injunctive relief or other equitable relief without the requirement of posting bond.

14.12 Order of Precedence.

To the extent that a conflict arises between the terms and conditions of an Order Form and these Terms, these Terms will govern, except to the extent that the Order Form expressly states that it supersedes specific language in these Terms.

14.13 Entire Agreement.

This Agreement (including any DPA, as applicable, and any Order Form) 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. Helius rejects terms in Customer purchase orders or vendor portals unless expressly accepted in a writing signed by an authorized Helius representative.

14.14 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

14.15 Electronic Signatures; Counterparts.

Electronic signatures and counterparts are effective.