End User License Agreement
This End User License Agreement (the "Agreement") is a binding contract between [LICENSOR LLC], a New York limited liability company ("Licensor," "we," "us"), and the entity or individual that installs, accesses, or uses the Helm software ("Licensee," "you"). By installing, accessing, or using the software, you agree to be bound by this Agreement.
1.Definitions
"Software" means the Helm operations platform and any related agents, services, or modules made available by Licensor, including updates, patches, and replacements.
"Documentation" means any user guides, technical specifications, and release notes provided with the Software.
"Authorized Site" means a single physical venue (such as a LAN center, arcade, or esports facility) operated by Licensee for which a valid subscription is in effect.
2.License Grant
Subject to the terms of this Agreement and Licensee's payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software at each Authorized Site solely for Licensee's internal business operations.
3.Restrictions
Licensee shall not, and shall not permit any third party to:
- Copy, modify, adapt, translate, or create derivative works of the Software or Documentation.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer the Software to any third party.
- Remove, alter, or obscure any proprietary notices on the Software or Documentation.
- Use the Software at any venue other than an Authorized Site, or operate the Software for the benefit of any third party.
- Use the Software in violation of any applicable law, regulation, or third-party right.
4.Ownership
The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, the Documentation, and all intellectual property rights therein. No rights are granted to Licensee other than as expressly set forth in this Agreement.
5.Updates and Support
Licensor may, in its sole discretion, provide updates, patches, or new versions of the Software. Updates are subject to the terms of this Agreement unless accompanied by a separate license. Support services are governed by Licensee's active subscription plan.
6.Data and Telemetry
The Software may transmit operational telemetry to Licensor's servers, including station health, error logs, configuration state, and aggregate usage metrics. This data is used to maintain and improve the Software. Licensor does not collect personally identifiable information about end users (e.g., your customers) through this channel except as described in the Privacy Policy.
7.Fees and Payment
Subscription fees, billing cadence, and payment terms are set out in the order form, online checkout, or written agreement under which Licensee subscribes to the Software. All fees are non-refundable except as expressly stated in such order.
8.Term and Termination
This Agreement begins on the date Licensee first accepts it and continues until terminated. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material provision. Upon termination, Licensee shall cease all use of the Software and destroy all copies in its possession. Sections 3, 4, 9, 10, 11, and 13 survive termination.
9.Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
10.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.Indemnification
Licensee shall indemnify, defend, and hold harmless Licensor and its officers, employees, and agents from and against any claims, damages, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Software in violation of this Agreement or applicable law.
12.Confidentiality
Each party may disclose to the other non-public business or technical information. The receiving party shall protect such information with at least the same degree of care it uses to protect its own confidential information, and shall not use or disclose such information except as necessary to perform under this Agreement.
13.Governing Law
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Nassau County, New York for any dispute arising out of or related to this Agreement.
14.General
This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior understandings. No modification is effective unless in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force. Licensor may assign this Agreement; Licensee may not assign without Licensor's prior written consent.
15.Contact
Questions about this Agreement should be directed to legal@runhelm.app.