Terms of Service

Effective Date: 1/21/2021These Terms of Use (“Terms”) set forth a legally binding agreement between you and Helios Quantitative Research LLC (“Helios”, “we”, “our”, or “us”) and govern your use of HeliosTools.com (the “Site”).

In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

By using the Site, you acknowledge and accept these Terms and any Additional Terms, and you consent to the collection, use, and sharing of your information and other activities as described in our Privacy Policy. If you do not agree to these Terms and any Additional Terms, please do not use the Site.

These Terms may change over time, in which case we will post the modified Terms on this page and change the “Effective Date”. Your use of the Site following a change to these Terms signals your acceptance of the modification(s).

Use of the Site

No Advice or Fiduciary Relationship. This Site is intended to be used by third-party, professional financial advisors and their agents (“Financial Advisors”) for informational and educational purposes only, and is not intended for use by the general public. By using this site, you attest that you are a Financial Advisor acting as a registered representative, registered investment adviser, registered insurance agent, or an agent of a person registered to sell or offer securities or provide financial advice under applicable law. Helios does not act as a fiduciary to any Financial Advisor or any clients of such Financial Advisors through their use of the Site, including the generation of any output. Helios does not provide any advice or recommendation to buy, hold, trade, or sell any investment in any jurisdiction through the Site. Any output on the Site is not investment advice and does not provide information that is individualized to the needs of any specific client of any Financial Advisor that uses the Site. Helios does not assume any duty of any Financial Advisor by its use of the Site, and it is the sole responsibility of the Financial Advisor to understand the suitability, risk, and appropriateness of any investment strategy, allocation, or holding within any portfolio of its clients. Helios is not operating through this Site as an investment adviser as defined by the Investment Advisers Act of 1940 or a broker-dealer as defined by the Securities Exchange Act of 1934. For the avoidance of doubt, Helios (i) does not contract with any client of any Financial Advisor that uses the Site, (ii) does not execute trades for any client of those Financial Advisors, (iii) does not have any control over the advice provided to those clients, and (iv) does not assume fiduciary status with respect to those clients.  Nor does Helios receive any fee or compensation directly from those clients.

Content. The Site may contain: (i) materials and other items relating to Helios and our services including layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Helios; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All rights, title, and interest in and to the Site and the Content is the property of Helios, our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

Limited License. Subject to your strict compliance with these Terms and any Additional Terms, Helios grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, and use the Site. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, the Site or any Content, and (ii) may be immediately suspended or terminated for any reason, in Helios’s sole discretion, and without advance notice or liability. Your unauthorized use of the Site or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Restrictions. You may not use the Site if (a) you are younger than 18 years old or you are not of legal age to form a binding contract with Helios, or (b) you are a person barred from receiving the services provided by the Site under any applicable laws or regulations. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, directives, and agreements that apply to your use of the Site and Content. You further agree that you will not: (i) engage in any activity in connection with the Site or Content that is unlawful, harmful, offensive, obscene, violent, threatening, harassing, abusive, or otherwise objectionable to Helios; (ii) harvest any information from the Site or Content; (iii) reverse engineer or modify the Site or Content; (iv) interfere with the proper operation of the Site or its security features; (v) infringe any intellectual property or other right of any third party; (vi) use the Site or Content in a manner that suggests an unauthorized association with Helios or any other party, or is beyond the scope of the limited license granted to you; or (vii) otherwise violate these Terms or any Additional Terms.

Availability and Termination. Helios may immediately suspend or terminate the availability of the Site, in whole or in part, to any individual user or all users, for any reason, in Helios’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Site, or upon notice from Helios, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site.

Reservation of All Rights. All rights not expressly granted to you are reserved by Helios and our licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Site or Content for any purpose is prohibited.

Requests and Notifications. You agree to cooperate with all reasonable requests of Helios and to notify Helios promptly upon learning of any actual or suspected unauthorized use or abuse of the Site or Content, or if you breach these Terms or any Additional Terms.

Date of Publication. Materials posted on the Site are published as of their stated date or, if no date is stated, the date of first posting. Neither Helios, nor any other party, has undertaken any duty to update any such information.

Communications

We may communicate with you electronically in regard to the Site, including by email, and we may collect information related to communications between you and Helios. You agree that all notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Site, your action is intended as an electronic signature which binds you as if you had signed on paper.

You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails. This will not affect subsequent subscriptions. Please note that we reserve the right to send you certain communications relating to your account or use of our Site, such as administrative and service announcements, and these account messages will be unaffected if you choose to opt-out from receiving our marketing communications.

Access and Fees

Your use of the Site must be in accordance with any and all procedures, forms, formats, displays, and operating times which may be determined, specified, or modified by Helios in our discretion. You are responsible for all software, hardware, interconnections, fees, expenses, costs, and taxes for you to access or use the Site or to receive any communications from Helios.

Accessing some of the Content may require the creation of an account. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access and for all activity under your account. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us at tools@heliosdrivestg.wpengine.com of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.

Accessing some of the Content may also require the payment of a membership or other fee. If you make such a payment, you agree to pay Helios all charges at the prices presented to you or your agent(s). You must provide, and you authorize Helios to charge, your chosen payment provider, and you agree to only provide us information about payment methods that you are authorized to use. Any deal terms presented to you at the time of such purchase you conduct on or initiate on the Site shall be considered Additional Terms.

The Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Helios, access to the Site may be interrupted, suspended, or terminated from time to time. Helios shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, Content, hours of availability, and equipment needed for access or use.

Dispute Resolution

If a dispute arises between you and Helios, you and Helios agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Site through binding arbitration or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly at tools@heliosdrivestg.wpengine.com to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Helios agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement.

Binding Arbitration.  If any controversy, allegation, or claim relates in any way to your use of the Site (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in California except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court. You hereby consent to, and waive, all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association; any dispute shall otherwise be governed by the internal laws of the State of California without regard to California choice of law principles, except that the provisions of this agreement concerning arbitration shall be governed by the Federal Arbitration Act. The arbitrability of disputes shall be determined by the arbitrator, and the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. If for any reason a claim proceeds to court rather than arbitration, you and Helios agree to waive any right to a jury trial.

Exclusions from Arbitration. YOU AND HELIOS AGREE THAT ANY CLAIM FILED BY YOU OR BY HELIOS IN SMALL CLAIMS COURT OR BY HELIOS RELATED TO PROTECTION OF HELIOS’S OR ANY OF HELIOS’S LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS.

Limited Time to File Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Site must be filed within one year after such claim or cause of action arose or be forever banned.

Class Action Waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST HELIOS ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Warranty Disclaimer

THE SITE, ITS CONTENT, AND ITS LINKS AND COMMUNICATIONS ARE PROVIDED ON AN “AS IS” BASIS AND ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. HELIOS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE SITE (INCLUDING ITS CONTENT, HARDWARE, SOFTWARE, AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY, AND FREEDOM FROM COMPUTER VIRUS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitations on Liability and Remedies

HELIOS’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH HELIOS (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SITE OR RECEIPT OF ANY COMMUNICATIONS) IS TO DISCONTINUE YOUR USE OF THE SITE. HELIOS AND OUR VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE SITE, RECEIPT OF ANY COMMUNICATION, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF HELIOS HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, HELIOS AND OUR VENDORS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. HELIOS DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH A WEBSITE OR AS PART OF THIS SITE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IN ANY EVENT, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION ARE NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, THE MAXIMUM LIABILITY OF HELIOS WILL BE LIMITED TO ANY AMOUNT PAID TO HELIOS BY YOU IN CONNECTION WITH THE PRODUCTS AND/OR SERVICES THAT UNDERLIE THE CLAIM.

Waiver of Injunctive or Other Equitable Relief

YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY HELIOS.

Indemnification

You agree to defend, indemnify, and hold harmless Helios from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms or any Additional Terms; (ii) your use of the Site; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party including any intellectual property, publicity, confidentiality, property, or privacy right; or (v) any misrepresentation made by you. Helios reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Helios’s defense of any claim. You will not in any event settle any claim without the prior written consent of Helios.

Third-Party Interactions

Third-Party Sites and Other Information. The Site may contain, as a convenience to you, content, links, and other information submitted by third parties over whom Helios has no control or responsibility. Helios has no obligation to monitor, control, or restrict the use of the Site, or third-party websites or services accessible via links available as part of the Site. These other websites or services are not under Helios’s control, and you acknowledge that, whether or not such websites or services are affiliated in any way with Helios, Helios is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites or services. The inclusion of such a link does not imply endorsement of any website or service by Helios or any association with our operators.

Business Transactions. We reserve the right to transfer any information we obtain through the Site in the event of a joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction including negotiations of such transactions). 

General Provisions

Severability; Interpretation; Assignment. If any provision of these Terms or any Additional Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or any Additional Terms and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or any Additional Terms. The summaries of provisions and Section headings are provided for convenience only and shall not limit the full Terms. Helios may assign our rights and obligations under these Terms or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Helios.

Complete Agreement; No Waiver. These Terms and any Additional Terms reflect our complete agreement regarding the Site and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Site. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by Helios in exercising any of the rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by Helios.

Investigations; Cooperation with Law Enforcement. Helios reserves the right to investigate and prosecute any suspected or actual violations of these Terms or any Additional Terms. Helios may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

International Issues. Helios controls and operates the Site from our U.S.-based offices in the United States, and Helios makes no representation that the Site is appropriate or available for use beyond the United States. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content if and to the extent local laws apply. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available through the Site to any person, entity, geographic area, or jurisdiction at any time and in our sole discretion and to limit the quantities of any content, program, product, service, or other feature that we provide.

Contact Information

If you have any questions regarding these Terms or the Site, you may contact us by email at tools@heliosdrivestg.wpengine.com.