Product END-USER LICENSE AGREEMENT (EULA)
LAST UPDATED DATE: November 22, 2025
EFFECTIVE DATE: This Agreement is effective as of September 9, 2025, regardless of the date on which you accept or begin using the Software.
LICENSOR: Helikai, Inc.
PRODUCTS COVERED: Helikai SPRAG, Helikai Helibots, Helikai KaiFlow, Helikai Mālama
1) DEFINITIONS
“Software” refers to Helikai’s proprietary applications listed above, including updates, enhancements, and documentation.
“Licensee” refers to the entity or individual authorized to use the Software under this Agreement.
“Subscription Term” means the period for which Licensee has paid applicable fees for use of the Software.
2) GRANT OF LICENSE
Helikai Inc. grants Licensee a non-exclusive, non-transferable, multi-user subscription license to install and use the Software:
a) On Licensee’s on-premises infrastructure; or
b) Within Licensee’s public cloud tenant subscription.
Use is limited to internal business purposes during the Subscription Term.
The license granted herein applies to any use of the Software from the Effective Date, even if acceptance occurs later.
3) RESTRICTIONS
Licensee shall NOT:
Resell, sublicense, lease, or redistribute the Software.
Reverse engineer, decompile, disassemble, or attempt to derive source code.
Circumvent technical limitations or security mechanisms.
Use the Software for unlawful purposes or in violation of applicable regulations.
4) INTELLECTUAL PROPERTY
All rights, title, and interest in and to the Software, including all intellectual property rights, remain exclusively with Helikai Inc. No ownership rights are transferred under this Agreement. Unauthorized use constitutes infringement.
5) SUBSCRIPTION & PAYMENT
Licensee must maintain active subscription payments.
Non-payment will result in immediate suspension of access and automatic system shutdown until payment is resolved.
Where Software is secured behind a firewall, running on an air-gapped network, or inaccessible by Helikai to disable, Licensee hereby agrees not to use Software without an active subscription.
Fees are non-refundable except as required by law.
Any Software updates or patches provided after the Effective Date are subject to this Agreement.
6) CUSTOMER RESPONSIBILITIES
Data Protection & Backups: Licensee is solely responsible for backing up all data processed by the Software.
Server Security: Licensee is responsible for securing all servers and environments where the Software operates.
Compliance: Licensee must ensure compliance with all applicable laws, including data protection regulations.
7) DATA & PRIVACY
The Software may collect and store sensitive business data (e.g., not limited to sales quotes, purchase orders, invoices, shipping manifests, legal contracts, legal briefs, corporate filings) and user-provided information.
Data is visible only to the user who entered it and can be deleted by the user at any time to comply with applicable regulations.
Helikai Inc. adheres to GDPR, CCPA, and other relevant data protection laws.
Helikai Inc. does not access or share Licensee data except as required by law or for support purposes with Licensee’s consent.
8) DATA PROCESSING ADDENDUM (DPA)
Helikai Inc. acts as a Data Processor under GDPR when processing Licensee data.
Purpose: Data is processed solely to provide Software functionality and support.
Security Measures: Helikai implements industry-standard security controls to protect data.
Data Subject Rights: Licensee is responsible for fulfilling data subject requests under GDPR.
Deletion: Licensee may delete data at any time; Helikai will delete residual data upon termination.
Subprocessors: Helikai may use subprocessors for hosting and support, subject to confidentiality and security obligations.
9) AI DISCLAIMER
The Software incorporates Artificial Intelligence (AI) technologies that may generate outputs that are incorrect, incomplete, or misleading (“hallucinations”). By accepting this Agreement, Licensee acknowledges and assumes all risks associated with AI-generated content and agrees Helikai Inc. is not liable for decisions made based on such outputs.
10) SERVICE LEVEL AGREEMENT (SLA)
Helikai Inc. provides technical support on a best-effort basis, subject to the Technical Support plan purchased by Licensee.
Response Times: Vary by support tier; no guaranteed resolution times.
Exclusions: SLA does not cover issues caused by Licensee’s infrastructure, third-party software, or unauthorized modifications.
11) AUDIT RIGHTS
Helikai Inc. reserves the right to audit Licensee’s use of the Software to ensure compliance with this Agreement. Audits will be conducted with reasonable notice and during normal business hours.
12) CONFIDENTIALITY
Both parties agree to maintain the confidentiality of proprietary information disclosed under this Agreement. Licensee shall not disclose Helikai’s trade secrets, source code, or technical documentation to any third party.
13) LIMITATION OF LIABILITY
Helikai Inc.’s total liability for any claim arising under this Agreement shall not exceed the aggregate subscription fees paid by Licensee during the twelve (12) months preceding the claim.
Helikai Inc. shall not be liable for indirect, incidental, or consequential damages, including loss of profits or data.
14) INDEMNIFICATION
Licensee agrees to indemnify and hold harmless Helikai Inc. from any claims, damages, or liabilities arising from Licensee’s misuse of the Software or violation of this Agreement.
15) TERMINATION
Helikai Inc. may terminate this Agreement immediately upon Licensee’s breach of any term herein. Upon termination, Licensee must cease all use of the Software and destroy all copies. Breaches occurring after the Effective Date may result in termination, even if discovered later.
16) GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the State of Idaho, USA, without regard to its conflict of law principles.
17) EXPORT COMPLIANCE
Licensee agrees to comply with all applicable export control laws and regulations.
18) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding the Software.
Acknowledgment
By installing, accessing, or using the Software, Licensee agrees to be bound by the terms of this EULA from the Effective Date onward.
