Terms and Conditions

1. APPLICABILITY OF THESE TERMS These Terms of Use (“Terms”) constitute a legally binding agreement made between the User, whether personally or on behalf of an entity (“User") and Helena Financial (“Company”, “we", “us", or “our") concerning User’s access to and use of the Helena Financial V2 - Helena Financial website (the “Website”) and the https://app.helena.financial/ (the “App”) as well as any other media form, media channel, mobile website or application related, linked, or otherwise connected thereto (collectively the “Platforms”).

By using the Website, the App, or any other official Helena Product, the User acknowledges having read, understood and agreed to be bound by these Terms. In case the User does not agree and/or accepts all of these Terms, they are explicitly prohibited from using the Website, the App and the Platforms and must discontinue their use immediately.

These Terms regulate the relationship between us and the terms under which our Products and Services (as defined below) are offered to you. Documentation (as defined below) shall constitute annexes and integral parts hereto. In any conflict between these Terms and the terms in the Documentation, the terms in the Documentation shall supersede.

2. DEFINITIONS

Throughout these Terms, the following definitions apply:

“Products and Services”	Refers to the products and services offered by Helena via its network (hereinafter: “HELENA NETWORK”), which may be added/removed or changed from time to time and which can be found in the Whitepaper located here.
“Content”	Refers to the meaning given to in Article 5.
“Marks”	Refers to the meaning given to in Article 5.
“Documentation”	Refers to Whitepaper, Privacy Policy and other documents published over the Platforms, which may be amended or added from time to time.
“Wallet”	Refers to your blockchain wallet address to which you can connect to the Platforms.
“Token”	refers to a virtual currency token or a denomination of a cryptocurrency. It represents a tradable asset or utility that resides on its own blockchain and allows the holder to use it for investment or economic purposes.
“HELENA”	Refers to $HELENA and $HELENA2 Token.
“WINGS”	Refers to [*] Token.
“Third-Party Features”	Refers to other websites as well as articles, photograph, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties, to which a link/interface from the Platforms may be provided.

3. CHANGES TO THE PLATFORMS AND DOCUMENTATION

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and/or Documentation at any time and for any reason. We aim to do so with a minimally adverse impact on your access to or the use of the Platforms will alert you of any changes by updating the “Last Updated" date of these Terms. Users waive any right to receive specific notice of each such change. It is the User’s responsibility to periodically review these Terms and the Documentation to stay informed of updates. Users will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Documentation by User’s continued use of the Platforms after the date such revised terms are posted.

4. ELIGIBILITY

The information on the Platforms are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the Platforms while violating their local laws are doing so on their own initiative and at risk, and may have to deal with the legal or other consequences thereof.

In order to access the Products and Services or the Platforms, you must be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only access the Products and Services under a parent or guardian’s approval and under their supervision. You are prohibited from accessing the Products and Services or the Platforms if you are under 13 years old.

5. INTELLECTUAL PROPERTY RIGHTS

Except for third party modules/features embedded in our interface and unless otherwise indicated, the Website, the App and the Platforms along with the Documentation are the proprietary property of the Company and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the the Platforms (collectively, the “Content") and trademarks, service marks and logos contained therein (the “Marks") are owned, controlled by us or licensed to the Company, and are protected by applicable copyright and trademark laws and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms, no part of the Website, the App, the Platforms, Documentation and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Website, the App, and the Platforms you are granted a limited licence to access and use solely for your personal, non-commercial purposes. We reserve all rights not expressly granted to you in and to the Website, the App and the Platforms, the Content, and the Marks.

6. USER WARRANTIES

By using the Platforms, you represent and warrant that:

(1) you have the legal capacity and you agree to comply with these Terms;

(2) you are not a minor in the jurisdiction in which you reside;

(3) you will not access the Website, the App and the Platforms through automated and non-human means, whether through a bot, script or otherwise[TL1] .

(4) you will not use the Website, the App and the Platforms for any illegal and unauthorised purpose; and

(5) your use of the Website, the App and the Platforms will not violate any applicable law or regulation.

(6) you have not been included in any trade embargoes or economic sanctions list (such as the United Nations security council sanctions list), the list of specially designated nationals, or the denied persons or entity list.

We reserve the right to choose which markets and jurisdictions we conduct our business and may restrict or refuse, at our sole discretion, the provision of Products and Services in certain countries or regions.

7. WALLET INTEGRATION

Unless you provide it through our contact features, we do not request any information from you directly. However, in order to access and use the Products and Services, you will be required to connect a Wallet. We only receive and process the information legally disclosed to us by such Wallet service providers. The Wallet service providers we are integrated with may change from time to time. We do not provide any guarantee as to the services provided by such Wallet service providers.

8. PROHIBITED ACTIVITIES

You may not access or use the Website, the App and the Platforms for any purpose other than that for which we make the Website, the App and the Platforms available. The Website, the App and the Platforms may not be used in connection with any commercial endeavours except if agreed to in a binding legal contract with [*].

● Systematically retrieve data or other content from the Website, the App and the Platforms to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

● Make any unauthorised use of the Website, the App, and the Platforms including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

● Use a buying agent or purchasing agent to make purchases on the Website, the App and the Platforms.[TL2]

● Use the Website, the App and the Platforms to advertise or offer to sell goods and services.

● Circumvent, disable, or otherwise interfere with security-related features of the Website, the App and the Platforms including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website, the App, the Platforms and/or the Content contained therein.

● Engage in unauthorised framing of or linking to the Website, the App and the Platforms.

● Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

● Make improper use of our support services or submit false reports of abuse or misconduct.

● Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools)

● Interfere with, disrupt, or create an undue burden on the Website, the App, and the Platforms or the networks or services connected to the Website.

● Attempt to impersonate another user or person or use the username of another user.

● Sell or otherwise transfer your profile.

● Use any information obtained from the Website, the App or the Platforms in order to harass, abuse, or harm another person.

● Use the Website, the App and the Platforms as part of any effort to compete with us or otherwise use the Website, the App, the Platforms and/or the Content for any revenue-generating endeavour or commercial enterprise.

● Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website, the App and the Platforms.

● Attempt to bypass any measures of the website designed to prevent or restrict access to the Website, or any portion of the Website, the App and the Platforms.

● Harass, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Website, the App and the Platforms to you.

● Delete the copyright or other proprietary rights notice from any Content.

● Copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

● Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website, the App and the Platforms.

● Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

● Except as may be the result of standard search engines or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, the App, the Platforms or using or launching any unauthorised script or other software.

● Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website, the App and the Platforms.

● Use the Website, the App and the Platforms in a manner inconsistent with any applicable laws or regulations.

9. TAX AND PAYMENT[3]

Any fiat currency purchases of HELENA or WINGS (hereinafter “HELENA or WINGS”) will be done through Third Party Features that provide crypto asset purchase/sales or exchange services. However, certain Products and Services may require you to pay a portion of the transacted amount of HELENA or WINGS as tax (“Tax”). Tax will be used to sustain the ecosystem. The areas in which the Tax is collected, the amount of the Tax, and details as to how the Tax will be used is provided in the Whitepaper and the relevant parts in the Platforms. If you proceed with the transaction, you will be deemed to have accepted the amount of Tax, which will be shown to you before confirming the transaction.

10. THIRD-PARTY FEATURES

The Website, the App and/or the Platforms (or you may be sent via the Website, the App and/or the Platforms) links to Third-Party Features. Such Third-Party Features are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website, the App, the Platform or any Third-Party Feature posted on, available through, or installed from the Website, the App, and/or the Platforms including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Features. Inclusion of, linking to, or permitting the use or installation of any Third-Party Features does not imply approval or endorsement thereof by us. If you decide to leave the Website, the App and/or the Platforms and access the Third-Party Features, you do so at your own risk and you should be aware that these Terms no longer govern.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website, the App and/or the Platforms or relating to any applications you use or install from the Website, the App and /or the Platforms. Any purchase you make through Third-Party Features will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products and services offered on Third-Party Features and you should hold us harmless from any harm caused by your purchase of such products and services. Additionally, you should hold us harmless from any losses sustained by you or harm caused to you relating to resulting in any way from any Third-Party Feature.

11. TERMINATION

These Terms remain in full force and effect while you use the Website, the App and the Platforms. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE, THE APP AND THE PLATFORMS (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE, THE APP AND THE PLATFORMS OR BLOCK YOUR ACCESS WITHOUT WARNING, IN OUR SOLE DISCRETION.

12. GOVERNING LAW

These Terms and your use of the Website, the App and the Platforms are governed by and constructed in accordance with the laws of Switzerland. All disputes regarding these Terms shall be resolved ultimately and exclusively through arbitration under the rules of Singapore International Arbitration Centre.

13. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE, THE APP AND THE PLATFORMS ARE AT YOUR SOLE RISK; AND THAT THE WEBSITE, THE APP AND THE PLATFORMS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE WEBSITE, THE APP, THE PLATFORMS AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE WEBSITE, THE APP AND THE PLATFORMS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE, THE APP AND THE PLATFORMS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE WEBSITE, THE APP AND THE PLATFORMS WILL BE ACCURATE, (III) THE WEBSITE, THE APP, THE PLATFORMS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE, THE APP AND THE PLATFORMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE, THE APP AND THE PLATFORMS WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE HELENA NETWORK, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORISED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP OR THE HELENA NETWORK.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE HELENA NETWORK. INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE HELENA NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

14. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE AND ACKNOWLEDGE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE WEBSITE, THE APP, AND THE PLATFORMS WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED (100) US DOLLAR.[4]

YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE WEBSITE, THE APP AND THE PLATFORM CONTRACTS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE, THE APP AND THE PLATFORMS TO YOU WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

15. ASSUMPTION OF RISK

You accept and acknowledge each of the following:

A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your HELENA or WINGS, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of HELENA or WINGS will not lose money.

B. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the HELENA network, however caused.

C. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the HELENA ecosystem, and therefore the potential utility or value of HELENA or WINGS.

D. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the HELENA ecosystem, and therefore the potential utility or value of HELENA or WINGS.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of: (1) use of the Platforms, (2) breach of these Terms, (3) any breach of your representations and warranties set forth in these Terms or the Documentation, (4) your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other use of the Third Party Features with whom you connected via the Website, the App and the Platforms. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

17. MISCELLANEOUS

These Terms and the Documentation constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Platforms. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

LAST UPDATED: 20.05.2023