**TERMS OF SERVICE**

Please read the following Terms of Use (“Terms”) carefully. These Terms set forth legally binding terms and conditions between you and Helm Ventures, LLC and its affiliates (collectively, “Helm Ventures,” “we,” “our,” or “us”) that govern your access to and use of the Helm Ventures website at helm-ventures.com and the services offered thereon (the “Website”).

These Terms set forth legally binding terms and conditions that govern your access to and use of the Website. By accessing or using the Website, you agree to be bound by these Terms and all additional terms incorporated by reference. If you do not agree to any portion of these Terms, do not access or use the Website.

**Use and Restrictions.** Subject to these Terms, Helm Ventures grants you a non-transferable, non-exclusive, revocable, personal, limited license to use and access the Website. The rights granted to you in these Terms are subject to the restrictions in these Terms. You are prohibited from using the Website: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website; (vi) to attempt to gain unauthorized access to or impair any aspect of the Website, or the related systems, servers, or networks; (vii) for resale, time-sharing, or other similar purposes; (viii) to stalk, harass, or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Website in any manner that may give a false or misleading impression, attribution, or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Website, disassemble the Website, or otherwise attempt to derive the source code of the software that enables or underlies the Website, except as may be permitted by applicable law. Helm Ventures reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you. You agree that Helm Ventures will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof.

**Convenience and Information.** The Website is provided to you as a convenience and for your information only. Your use of the Website is at your own risk. Helm Ventures does not warrant or represent that: (i) any listing information, property information, materials, documents, recommendations, images, graphics, logos, design, audio, video, and any other information provided from or on the Website (collectively, the “Website Content”) is accurate or complete; (ii) the Website Content is up-to-date or current; (iii) Helm Ventures has any obligation to update any Website Content; (iv) the Website Content is free from technical inaccuracies or programming or typographical errors; (v) the Website Content is free from changes caused by a third party; (vi) your access to the Website will be free from interruptions, errors, computer viruses, or other harmful components; or (vii) any information obtained in response to questions asked through the Website is accurate or complete. Your use of the Website is solely at your own risk.

The properties listed for sale on the Website are available while supplies last. Helm Ventures makes every effort to display as accurately as possible the properties and relevant listing information. The images and photographs are meant to assist you and are for informational purposes only. All terms are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue selling any property at any time. We reserve the right to correct any misprints or errors in pricing or terms.

**User Content.** The Website may now or in the future permit you to upload or post to the Website or otherwise submit to us in various forms of content, such as statements, reviews, ratings, feedback, questions, comments, and suggestions (collectively, “User Content”). We do not claim ownership of your User Content. However, by submitting any User Content, you hereby grant (and you represent and warrant that you have the right to grant) to Helm Ventures an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content in any manner Helm Ventures deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Content. You agree that you will not submit to Helm Ventures any information or ideas that you consider to be confidential or proprietary. You further acknowledge that Helm Ventures will be entitled to unrestricted use of the User Content for any purpose whatsoever, commercial or otherwise. You are solely responsible for your User Content and assume all risks associated with your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Content that personally identifies you or a third party. Helm Ventures cannot guarantee any confidentiality with respect to any User Content. We reserve the right (but have no obligation) to review any User Content and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person.

**Intellectual Property.** Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Website and Website Content are owned by Helm Ventures. Neither these Terms nor your access to the Website transfers to you or any third party any rights, title, or interest in or to such intellectual property rights. Helm Ventures reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

**NO WARRANTIES.** THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND HELM VENTURES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE WEBSITE OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE OR WEBSITE CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

**Indemnification.** You agree to indemnify and hold harmless Helm Ventures (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including costs and reasonable attorneys’ fees) assessed or incurred by Us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the Website or Website Content; (iii) your violation of applicable laws or regulations; (iv) your User Content; and (v) your willful misconduct. Helm Ventures reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Helm Ventures. Helm Ventures will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

**LIMITATION OF LIABILITY.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HELM VENTURES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR WEBSITE CONTENT, EVEN IF HELM VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE AND WEBSITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS WEBSITE AND WEBSITE CONTENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO HELM VENTURES FOR OR RELATING TO THE WEBSITE OR WEBSITE CONTENT WITHIN THE PRIOR TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

**Termination.** The Terms will remain in full force and effect while you use the Website. We may suspend or terminate your right to use the Website (including your account, if any) at any time for any reason at our sole discretion, including for any use of the Website in violation of these Terms. Upon termination of your rights under these Terms, your account and right to access and use the Website will terminate immediately. Helm Ventures will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account.

**Governing Law and Jurisdiction.** All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Maryland. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms that cannot be resolved amicably will be subject to the exclusive jurisdiction of the state and federal courts located in Maryland. You willingly and expressly agree that any dispute under these Terms must be brought in a court located in the State of Maryland, and by these Terms, you submit to and unconditionally accept the jurisdiction of those courts.

**Age Restriction.** You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.

**Privacy.** Helm Ventures collects and uses personal information about you when you access and use the Website in accordance with its “Privacy Policy”.

**Electronic Communications.** By using the Website, you consent to receive electronic communications from Helm Ventures unless you follow applicable opt-out procedures. Helm Ventures will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

**Third-Party Links.** The Website may include links to content provided by third parties (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of Helm Ventures and Helm Ventures is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Helm Ventures. Use of any Third-Party Content is at your own risk.

**Local Laws.** Helm Ventures makes no representation that the Website is appropriate or available for use in jurisdictions outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws. The Website may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Website, or any products utilizing such data, in violation of the United States export laws or regulations.

**Entire Agreement.** These Terms constitute the entire agreement between you and Helm Ventures regarding the Website. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

**Changes.** Helm Ventures may revise these Terms or the Website, or stop providing the Website at any time and without notice to you. Helm Ventures encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access or use of the Website after such posting constitutes your consent to be bound by the Terms, as amended.

**Contact.** For questions on these Terms, please contact us using the following link: https://www.helm-ventures.com/contact