Terms & Conditions

1. Services

1. Client agrees to engage Helium1 to perform advertising and marketing services. Helium1 may from time to time display advertisements, content, links, lead forms to gather contact information (Leads) and other Creative on its network of proprietary and third-party affiliate websites (the Network) in accordance with these Client Terms and Conditions and the accompanying insertion orders (Insertion Orders, collectively with these Client Terms and Conditions and mutually agreed Change Request, the Agreement).
2. As set forth on the Insertion Order, Helium1 shall display banners, sponsored listings, featured placements, text links, keywords or other promotional content (the Advertisements) on the Network (the Services).
3. Helium1 will receive the filter criteria specified by Client (Lead Criteria) in the Insertion Order to be used to determine which Leads are suitable matches to Client. Unless otherwise changed as per the below Change Request procedure, the Lead Criteria agreed to and signed on the Insertion Order by Helium1 and Client shall be deemed to be final for Helium1 to provide the Services. If any change in the Lead Criteria is required by the Client, Helium1 will update the changed Lead Criteria within fourteen (14) business days of signing of a request (Change Request) by Helium1 and Client that such Lead Criteria be updated. Change Request shall be submitted in writing in the form annexed at Appendix 1 to these Terms and Conditions which may be changed by Helium1 from time to time. The parties acknowledge that changes in Lead Criteria may result in mutually agreed upon price changes. Only upon mutual agreement on the revised terms under a Change Request, Helium1 will transmit Leads electronically to Client in a mutually agreed manner. Any Leads generated as per the originally signed Insertion Order, before the effective date of the Change Request, shall be valid and Client shall not be entitled to deny the validity of such Leads on any grounds whatsoever. Client acknowledges and agrees that Leads transmitted to Client may be transmitted to other clients of Helium1 and its corporate affiliates, unless otherwise indicated on the Insertion Order(s).

2. Client Content

1. Content delivered to Helium1 for display on the Network shall conform to the technical specifications (Technical Specifications) provided by Helium1 to Client and all restrictions on the content of the Advertisements set forth herein. Helium1 reserves the right to reject in good faith any Advertisements that violate any provision of this Agreement or any advertising guidelines it provides to Client from time to time or generally which is against the public interest or federal and state laws and regulations.
2. Helium1 may develop marketing content concerning Client's products and/or services for use or display on the Network (Creative) which Creative may contain Client-owned materials and Client's trademarks, trade names and logos (such client-owned materials and marks shall be defined as Client Content).

3. Client Representation and Warranties

1. Client agrees that it will respond to each Lead courteously, professionally, and promptly.
2. Client agrees that it will not resell, redistribute, or attempt to resell or redistribute any Leads or contact information, including without limitation name, address, telephone number, and/or email address (Lead Contact Information) provided by Helium1 to Client.
3. Client agrees that it will only use the Lead Contact Information to contact the user with respect to the particular products or services in which the user expressed interest and for no other purpose. Client further agrees to maintain such Lead Contact Information in confidence and in compliance with applicable privacy laws.
4. On a monthly basis, Client shall provide a conversion rate summary for the prior month to Helium1. The conversion rate summary shall identify each Lead delivered to Client, the date it was delivered, the Lead ID number provided by Helium1, and whether the Lead was converted. Client will use commercially reasonable efforts to notify Helium1 of any indications that Leads are not converting to customers as expected. Information delivered by Client pursuant to this Section shall constitute Confidential Information of Client.
5. Client shall not use Helium1's names or marks unless it first obtains Helium1's specific written permission for any such use (including but not limited to use in publisher lists and promotional materials), which Helium1 may withhold without assigning any reasons.
6. Client has the right to extend the license rights as per Clause 6 of this Agreement.

4. Reporting and Payment

1. Helium1 will track applicable Services under the Agreement. Reporting shall be made available at least weekly, either electronically or in writing, unless otherwise specified. In the event of reporting discrepancies between Helium1's Service reports and any other performance reports related to the execution of Services, Helium1's reports shall be regarded as the correct and actual record of delivery of Services for purposes of meeting Service goals and invoicing.
2. Client shall pay fees for the Services as set forth in the applicable Insertion Order. Unless otherwise stated in the Insertion Order or Change Request, Client will be invoiced at the beginning of each month for Services provided in the previous month. Payment must be made within thirty (30) days of the invoice date. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. In the event of failure to make payment, Client shall be responsible for all collection expenses, including reasonable attorneys' fees and collection agency fees. Helium1 reserves the right to request advance payment for Services if Client's credit history is unacceptable, not referenceable, or not well established.
3. Helium1 reserves the right to adjust pricing under any Client Insertion Order with thirty (30) days prior written notice. If Client wishes to reject such pricing adjustment, Client must provide written notice within five (5) days of receipt of Helium1's notice. Helium1 may, at its sole discretion and without liability, either continue providing Services under prior pricing terms or terminate the Agreement upon written notice.

5. Make Good

Client's sole remedy for no or under-delivery of all or any portion of the Services shall be limited to either:

1. A refund of the proportionate fees paid in advance in respect of the respective Services not delivered or under-delivered; or
2. Helium1's delivery of a make-good Service under terms acceptable to both parties.

6. License

Client hereby grants Helium1 a non-exclusive, worldwide license to:

1. Market, display, reproduce (including compression and temporary storage), distribute, perform, transmit, promote, and otherwise use any Advertisements provided and/or approved by Client;
2. Develop Advertisements on behalf of Client, including banners, sponsored listings, featured placements, text links, and keywords for use in performing the Services;
3. Utilize Client's copyrighted brands or trademarks as part of the Advertisements in connection with performing the Services; and
4. Reproduce and display Client's trademarks, trade names, logos, and informational materials on home pages, lead forms, quoting platforms, website listings, or other similar locations within the Network.

Such licenses shall terminate automatically upon expiration or termination of this Agreement.

Notwithstanding anything to the contrary, nothing in this Agreement shall constitute a waiver of Helium1's rights or restrict Helium1's ability to display on the Network any material regarding Client or other clients that complies with applicable law, including intellectual property law.

7. Term and Termination

This Agreement becomes effective on the date of the first Insertion Order entered into between the parties and shall continue for twelve (12) months. It shall automatically renew for successive one-year terms unless terminated earlier pursuant to this Section.

Client shall not have the right to terminate this Agreement for convenience.

Either party may immediately terminate this Agreement for cause upon written notice if a material breach remains uncured after thirty (30) business days' notice.

If Client's account becomes past due, Helium1 may suspend any campaign until the account is brought current.

Termination shall not relieve Client of its obligation to pay for Services delivered prior to termination, nor entitle Client to a refund of any fees already paid.

8. Confidentiality

Neither party shall use or disclose the Confidential Information of the other party except as specifically permitted under this Agreement.

For purposes of this Agreement, "Confidential Information" means information that:

1. Derives economic value from not being generally known to others who could obtain economic value from its disclosure or use; and
2. Is subject to reasonable efforts under the circumstances to maintain its secrecy.

Confidential Information includes, without limitation:

• The terms of this Agreement
• Client lists
• Source Data related to web traffic
• Marketing, financial, and technical information
• With respect to Helium1, Lead Contact Information

Confidential Information does not include information that:

• Was independently developed without access to Confidential Information;
• Becomes publicly known without breach;
• Is rightfully received from an authorized third party;
• Is approved for release in writing; or
• Is required by law to be disclosed, provided notice is given and cooperation is provided to limit such disclosure.

Upon request, the receiving party shall return all Confidential Information to the disclosing party.

9. Ownership

Each party retains all right, title, and interest in its Confidential Information, websites, intellectual property, Source Data, website data, and any Creative developed under this Agreement (excluding content provided by the other party).

10. Non-Circumvention

During the term of this Agreement, Client shall not displace, and shall use best efforts to prevent any person acting on its behalf from displacing, Helium1's media placements on web properties operated by publishers promoting Helium1 or its clients.

During the term of this Agreement and for one (1) year following termination, Client shall not directly or indirectly contract for Services with any Helium1 publisher.

References to Helium1 in this Section include its corporate affiliates.

11. Representations and Warranties

1. Client represents and warrants that:
   • It has all necessary rights and permissions to offer, sell, or license its products and services;
   • Its Advertisements and websites comply with all applicable laws and regulations;
   • Its Advertisements and websites do not infringe intellectual property or third-party rights;
   • Its content is not sexually explicit, defamatory, obscene, hateful, or otherwise inappropriate; and
   • Its websites and Advertisements do not contain viruses, malware, spyware, or malicious code.
2. Each party warrants that it will comply with applicable laws in connection with activities related to this Agreement, including the use of Lead Contact Information.

12. Disclaimer; Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH HEREIN, HELIUM1 MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE ADVERTISEMENTS AND THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY ASSURANCES OR PROMISES OF SUCCESS IN CONNECTION WITH ANY CAMPAIGN.

HELIUM1 SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS OF ITS THIRD-PARTY PUBLISHERS OR FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLIENT ACKNOWLEDGES AND AGREES THAT HELIUM1'S AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO HELIUM1 DURING THE THREE (3) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

13. Indemnification

Client assumes all liability for, and shall indemnify, defend, protect, and hold Helium1 harmless from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages, and expenses (including reasonable attorneys' fees) arising out of any breach or alleged breach by Client of its representations, warranties, or obligations under this Agreement.

Helium1 assumes all liability for, and shall indemnify, defend, protect, and hold Client harmless from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages, and expenses (including reasonable attorneys' fees) arising out of any breach or alleged breach by Helium1 of its representations, warranties, or obligations under this Agreement.

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of India, without reference to conflict of law principles.

The parties shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement through discussion. If the dispute is not resolved within fifteen (15) business days from commencement of discussions, it shall be referred to binding arbitration in Delhi.

Arbitration shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996 ("Arbitration Act"). There shall be one arbitrator appointed jointly by the parties within thirty (30) days of the dispute. If the parties fail to agree, the arbitrator shall be appointed in accordance with the Arbitration Act.

The parties agree that until arbitration proceedings are complete, they shall not initiate court proceedings. All hearings shall take place in Delhi and the language of arbitration shall be English.

15. Assignment

Neither party may assign or transfer any rights or delegate duties under this Agreement without prior written consent of the other party.

Notwithstanding the foregoing, Helium1 may assign its rights and obligations to any affiliate, acquirer of substantially all its assets, or successor by change of control.

Any attempted assignment in violation of this Section shall be void.

16. Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter.

No modification shall be binding unless in writing and signed by both parties.

In the event of conflict between an Insertion Order or Change Request and these Terms, the Insertion Order or most recent Change Request shall prevail.

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

A waiver or failure to enforce any provision shall not constitute a waiver of any other provision.

If any provision is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Any notice under this Agreement must be provided via email, facsimile, overnight courier, or certified/registered mail to the contact details specified in the applicable Insertion Order.

Helium1 may state in its marketing materials that Client is a client of Helium1.

17. Agency

If Client is acting as an agent on behalf of another entity ("Principal"), Client represents and warrants that it has full authority to bind the Principal to the terms of this Agreement and shall ensure the Principal complies with such terms.

Notwithstanding the foregoing, Client remains solely liable to Helium1 for all fees and obligations arising under or related to this Agreement.

18. Survival

Sections 8, 9, 10, 12, 13, and 14 of this Agreement shall survive the expiration or termination of this Agreement.