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As of the 21st of September, 2023, the non-fungible token (NFT) previously known as “Helion” (plural “Helions”) has been officially renamed to “HelioX Pass” (plural “HelioX Passes”). All references to “Helion” or “Helions” in this document and any associated materials or communications should be understood to refer to “HelioX Pass” or “HelioX Passes” respectively, from the date of this change onwards. This name change does not affect the rights, responsibilities, or obligations outlined in these Terms and Conditions.
These Terms constitute a legally binding agreement between Helio Fintech Ltd (“Helio”) and: (i) you as a participant in the Helions Sale (defined below); and (ii) any subsequent owner(s) of a Helion (defined below) (collectively and as applicable, “You” and “Your”). Each of You and Helio is a “Party”, and together the “Parties”. By purchasing Helions during the Sale Period (as defined below), you will be bound by these NFT Purchase Terms and Conditions (the “Terms”) and all terms incorporated by reference.

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1. Definitions

(a) “Helion” (plural “Helions”) means a unique non-fungible token (an “NFT”) that, as of its genesis issuance, is linked to a display of Underlying Art and which represents pieces of programmable arts in the form of non-fungible digital assets that themselves may be created by reference to a smart contract on the Solana blockchain. (b) “Helion Sale” means each sale hosted on the Marketplace Website during the Sale Period. (c) “Marketplace Website” means Magic Eden (d) “Primary Transaction” means a transaction in which a Helion is first sold. (e) “Prohibited Transferee” means an individual (i) located in a country that is subject to a government embargo, or that has been designated by a Government as a terrorist-supporting country; or is (ii) listed on any government list of prohibited or restricted parties. (f) “Sale Period” means the dates on which the Primary Transactions shall occur, beginning on September 22, 2022 and ending on September 22, 2022. (g) “Secondary Transaction” means any transaction in which a Helion is sold by one owner to another or is otherwise transferred in any manner that is not a Primary Transaction. (h) “Underlying Art” means the digital art provided by and owned by Helio and linked to the Helions. To avoid doubt, the Underlying Art is digital and does not include any items or representations with physical dimensions such as mass or volume.

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2. Purpose and Use of Helions

Helions aim to provide holders with benefits related to the Helio platform (www.hel.io). For example, Helions holders may be entitled to access HelioX (Helio’s pro version) and to participate in the benefits of Helions DAO. The details of these benefits will be determined by Helio at its discretion and will be communicated to holders of the Helions via the Helio website and in Discord. The Helions and any additional benefits related to it are not intended to be a digital currency, security, commodity, or any other financial instrument. If there is any inconsistency between the information on the Helio website and the information in the Terms of Service, the Terms of Service prevail/control.

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3. Agreement to Terms

By participating in the Helions Sale, You acknowledge that You have carefully read and agree to the terms contained herein. The Terms govern Your participation in any Primary Transactions and Secondary Transactions. Helio’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Helio will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control. Purchasing Helions from Helio does not create any form of partnership, joint venture, or similar relationship between You and Helio. Except as otherwise provided herein, these Terms are intended solely for the benefit of You and Helio. They are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications Helio provide to You, including these Terms, will be provided in electronic form. You further acknowledge that You have carefully read and have accepted the (i) Terms of Service of the NFT platform of Magic Eden. Helio reserves the right, at its sole discretion, to modify, amend, or update these Terms at any time, including for legal, regulatory, technical, business, or operational reasons. Any such modifications will be effective immediately upon posting the revised Terms at www.hel.io, unless otherwise stated. By continuing to hold, use, or transfer HelioX Passes (formerly Helions) after any amendments become effective, You agree to be bound by the revised Terms. If You do not agree to the amended Terms, Your sole remedy is to cease using and/or transferring Your HelioX Passes.

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4. The Helion Sale and Secondary Transactions

(a) Purchaser Qualification: By purchasing Helions, You represent and warrant that: (i) You have read and understood these Terms; (ii) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Helions; (iii) You have obtained sufficient information about the Helions to make an informed decision to purchase the Helions; (iv) You understand that the Helions confer no rights of any form concerning Helio or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (v) You are purchasing Helions for your own personal, non-commercial use. You are not purchasing Helions for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; (vi) Your purchase of Helions complies with applicable law and regulation in Your jurisdiction; (vii) You will comply with any applicable tax obligations in Your jurisdiction arising from Your purchase of Helions; (viii) If You are purchasing Helions on behalf of any entity, You are authorised to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by You or any other employee or agent of such entity (references to “You” in these Terms refer to You and such entity, jointly); and (b) Purchases: During the Helions Sale, You can purchase Helions made available on the Marketplace Website. You will be required to connect Your Solana wallet to the Marketplace Website Platform to buy Helions. Your purchase of Helions from Helio during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Helions purchase requests at any time at our sole discretion. (c) Form of Payment: The Marketplace Website agrees to accept payment for the Primary Transaction purchase price in Solana cryptocurrency via the Marketplace Website through a Solana Wallet of choice, provided that the Marketplace Website may elect to accept other methods or forms of payment in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Helio, the Marketplace Website, or an assignee or agent in accordance with reasonable and accepted market practices, and additional transaction fees may apply. Before placing Your order, correct exchange rate information will be shared. (d) Fees: By buying or selling Helions on the Marketplace Website or any other platform, You agree to pay all applicable fees and, if applicable, You authorise the Marketplace Website to automatically deduct fees (including any transaction fees as applicable) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions. Neither Helio nor the Marketplace Website have any insight into or control over these payments or transactions, nor does Helio or the Marketplace Website have the ability to reverse any transactions. Accordingly, Helio and the Marketplace Website will have no liability to You or any third party for any claims or damages that may arise from any transactions of the Helions that You engage in. (e) Transfers: All Secondary Transactions are subject to the following terms: (i) the Helion transferee shall, by receiving an ownership interest in the Helion, be deemed to accept all of the terms found in these Terms; (ii) the Helion transferor shall provide notice to the transferee of the Terms, including a link or other method by which the terms of these Terms can be accessible by the transferee. (f) Transfer Timing: Helio anticipates that delivery of Helions from the Marketplace Website to purchasers will occur within one week after the Sale Period concludes, and likely much faster, but reserves the right to delay delivery up to four weeks after the conclusion of the Sale Period. Although Helio does not anticipate any security issues arising from the sale of Helions, this timeframe is intended as a precautionary buffer period for Helio to resolve any such security issues. (g) Taxes: The purchase price that You pay for Helions is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to Your purchase of Helions, including, for example, sales, use, value-added, and similar taxes. You are also responsible for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities. Helio is not responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar tax arising from Your purchase of Helions. (h) Your Information: Helio may determine, in its sole discretion, that it is necessary to obtain certain information about You to comply with applicable law or regulation in connection with selling Helions to You. You agree to provide Helio such information promptly upon request, and You acknowledge that Helio may refuse to sell Helions to You until You provide such requested information and Helio has determined that it is permissible to sell You Helions under applicable law or regulation. Helio reserves the right to publish transaction information of Helions NFT sales.

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5. Ownership of Helions

As a purchaser of Helion, You own a cryptographic token representing the Underlying Artwork’s creative artwork as a piece of property, but You do not own the creative artwork itself. If You acquire a Helion, You acquire all personal property rights to that Helion, such as the right to freely sell, transfer, or otherwise dispose of that Helion. However, in exercising personal property rights over the Helion, You represent and warrant that You will not transfer a Helion in any Secondary Transaction to a transferee that is a Prohibited Transferee. Purchasers of Helions do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Underlying Art, except the limited license granted by the Terms.

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6. License of Underlying Art

Helio reserves all exclusive copyrights to artworks underlying NFTs on the Marketplace Website, including but not limited to the right to reproduce, prepare derivative works, display, perform, and distribute the artworks. Purchasers may not infringe on any of the exclusive rights of the copyright belonging exclusively to Helio. If You acquire a Helions, Helio hereby grants to You, for so long as You own the Helions (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Underlying Art linked with Your purchased Helions solely for the following purposes: (i) for Your own personal, non-commercial use, including to create one back-up copy of the Underlying Art and a single physical print out of the Underlying Art, each to be retained only for so long as You own the associated Helions; and (ii) efforts to sell or otherwise transfer the associated Helions consistent with the ownership of it (e.g., posting the Underlying Art on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferable, except that it will automatically transfer in connection with the transfer of the Helions.

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7. Reservation of Rights

The Underlying Art is licensed, not sold. All rights to the Underlying Art are not expressly provided for in the Terms and are hereby reserved by Helio. Helio owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Underlying Art. Without limitation, You shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Helio: (i) modify the Underlying Art; (ii) use the Underlying Art to advertise, market, or sell any product or service; (iii) use the Underlying Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on Helio; (iv) use the Underlying Art in any other form of media, except solely for Your own personal, non-commercial use for so long as You own the Helion; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Underlying Art; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Underlying Art; or (vii) otherwise utilize the Underlying Art for Your or any third party’s commercial benefit.

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8. Termination of License to Underlying Art

Your license to the Underlying Art shall automatically and immediately terminate without notice, and all rights shall revert to Helio if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Helions (including transferring the Helions to a Prohibited Transferee); or (iii) at Helio’s sole determination and discretion, You disparage Helio, or their brands or products. Upon any termination, discontinuation, or cancellation of Your license to Underlying Art, Helio may disable Your access to the Underlying Art, and You must delete, remove, or otherwise destroy any backup or single digital or physical copy of the Underlying Art.

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9. Warranty Disclaimers

To the fullest extent permitted by applicable law and except as otherwise specified in writing by Helio, (a) the Helions are sold on an “as is” and “as available” basis without warranties of any kind, and Helio expressly disclaim all implied warranties as to the Helions, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) Helio does not represent or warrant that the Helions are reliable, current or error-free, meet your requirements, or that defects in the Helions will be corrected; and (c) Helio cannot and does not represent or warrant that the Helions or the delivery mechanism for Helions are free of viruses or other harmful components.

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10. Assumption of Risks

Please note the following risks in accessing, purchasing, selling, or using Helions: The price and liquidity of blockchain assets, including Helions, can be extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Helions, which may also be subject to significant price volatility. Legislative and regulatory changes or governmental actions at local or international level may adversely affect the use, transfer, exchange, and value of Helions. Helions are not legal tender and are not backed by any government. Transactions of Helions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Helions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of Helions may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Helions, which may result in the potential for permanent and total loss of value of a particular Helion. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself and that Helio do not give advice or recommendations regarding Helions, including the suitability and appropriateness of, and investment strategies for, Helions. You agree and understand that you access and use Helions at your own risk; however, this brief statement does not disclose all of the risks associated with Helions and other digital assets. You agree and understand that Helio will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Helions, however caused. There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.

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11. Indemnification

To the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless Helio and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Helio Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Your purchase or use of Helions, (ii) Your responsibilities or obligations under these Terms, (iii) Your violation of these Terms, or (iv) Your violation of any rights of any other person or entity.

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12. Limitation of Liability

To the fullest extent permitted by applicable law: (i) in no event will Helio or any of the Helio parties be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of Helions or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of Helio, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these Terms or the use of or inability to use Helions, exceed the amount you pay to us for the Helions.

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13. Release

To the fullest extent permitted by applicable law, You release Helio from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

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14. Governing Law

These Terms are governed by United Kingdom law. You agree that any suit arising from these Terms must take place in a court located in the United Kingdom.

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15. Dispute Resolution

(i) Informal Resolution of Disputes: You and Helio must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination enforcement, interpretation, or validity thereof of the purchase of Helions (collectively, “Disputes”) informally. Accordingly, neither you nor Helio may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us at Helio Fintech Ltd., 16 Great Queen Street, WC2B 5AH, London/UK (ii) Mandatory Arbitration of Disputes: We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Helio agree that The UK Arbitration Act (1996) governs the interpretation and enforcement of these Terms and that you and Helio are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. (iii) Exceptions: As limited exceptions to the above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. (iv) Conducting Arbitration and Arbitration Rules: The arbitration will be conducted by the London Court of International Arbitration (“LCIA”) under its Arbitration Rules (the “LCIA Arbitration Rules”) then in effect, except as modified by these Terms. The LCIA Arbitration Rules are available at www.lcia.org. A party who wishes to start arbitration must submit a written Demand for Arbitration to LCIA and give notice to the other party as specified in the LCIA Rules. (v) Class Action Waiver: YOU AND HELIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, suppose the parties’ Dispute is resolved through arbitration. In that case, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is unenforceable, then the entirety of this Dispute Resolution section shall be null and void. ‍

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16. General Terms

These Terms constitute the entire agreement between You and Helio relating to Your purchase of Helions from Helio. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Helio will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Helions from Helio does not create any form of partnership, joint venture or any other similar relationship between You and Helio. You agree and acknowledge all agreements, notices, disclosures, and other communications. Helio provides to You, including these Terms, will be provided in electronic form.

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17. Contact Information

If You have any questions about these Terms, please contact Helio at [email protected]