Terms of Service

1. Parties & acceptance

These Terms are between you ("Customer" or "you") and Helodata Pte. Ltd., a company registered in Singapore ("Helodata", "we", "us"). If you accept these Terms on behalf of a company or other legal entity you represent and warrant that: (a) you are at least 18 years old; (b) you have the authority to bind that entity; (c) your acceptance binds the entity to these Terms.

You may not use the service if (a) you or the entity you represent is on the US OFAC, EU, or UN sanctions lists, or located in a comprehensively sanctioned jurisdiction; (b) you have been previously banned for material breach; (c) applicable law prohibits you from entering into this contract.

2. Definitions

"Service" means the proxy IP network, API, console, SDK, documentation, support, and ancillary features provided by Helodata.

"Customer Data" means content you or your authorized third parties input into or generate via the service, including account information, configurations, API call metadata, and collected results.

"Order Form" means an enterprise, compliance, or reseller addendum signed separately. Where an Order Form conflicts with these Terms, the Order Form prevails.

"SLA" means the Helodata Service Level Agreement at /legal/sla.

"DPA" means the Helodata Data Processing Addendum (under GDPR / UK GDPR) at /legal/dpa.

3. The service

The service includes (a) five proxy product lines (residential, ISP, mobile, unlimited, datacenter); (b) the unified API gateway and dashboard; (c) operational tools (billing, quotas, logs, status page); (d) documentation, SDKs, and official support.

Available products, specifications, geographic coverage, and pricing are as listed on our pricing pages and dashboard at the time of purchase. We may add, modify, or deprecate products from time to time, with material changes announced at least 30 days in advance.

Beta features: anything labeled "Beta", "Preview", or "Experimental" is provided "as is" without SLA, is not part of the formal service, and may change or terminate at any time.

Our committed monthly uptime is 99.9% (calculated per the SLA). Below threshold, we provide service credits per the SLA.

4. Account, KYC, and security

All accounts must complete KYC verification (see the KYC Policy). Until KYC clears, new accounts are restricted: traffic quotas, API rate limits, and product access are constrained.

Accuracy: you must provide truthful, accurate, current information at signup and update it promptly when it changes. You bear any consequences of inaccurate registration data.

Account security: you must take reasonable measures including unique strong passwords, 2FA, periodic API-key + IP-allowlist audits, and immediate revocation when employees leave. Any login or API call using your credentials is deemed your action even if performed by someone else.

Account sharing: prohibited with non-KYC third parties. Use sub-accounts under a Team plan for collaboration.

Resale: without Helodata's written consent (a "Reseller Agreement"), you may not resell, redistribute, lease, or embed the service into a third-party-charging product.

5. Fees, billing, and taxes

All fees are calculated and charged in USD. Settlement in EUR, RMB, or crypto follows the Stripe or on-chain rate at the moment of charge.

Subscription models: monthly, quarterly, or annual; usage-based products billed at end of cycle. Free trials convert to paid at the end of the trial unless cancelled.

Auto-renewal: subscriptions auto-renew unless you cancel via dashboard or email at least 24 hours before period end. Renewals follow the then-current price list; price increases are notified 30 days in advance.

Taxes: prices exclude VAT, sales tax, and withholding. You bear applicable taxes; valid exemption certificates (e.g. EU VAT ID, HK BR) reduce charges where allowed.

Late payment and suspension: invoice overdue 7 days triggers reminder, 14 days triggers degradation, 30 days suspends API access, 60 days terminates the contract and purges Customer Data outside of compliance retention. Overdue amounts accrue 1.5% monthly interest (or the maximum permitted by law, whichever is lower).

Refunds: full refund within 20 business days of payment (consumed traffic deducted at the then-current rate). After that window, refunds require (a) Helodata materially breaches and fails to cure within 30 days; (b) required by law; or (c) we agree in writing.

6. Acceptable use

The complete prohibited-use list is in the Acceptable Use Policy (AUP), which is incorporated into these Terms. Any AUP violation constitutes material breach.

Specifically prohibited (non-exhaustive): unlawful purposes, attacks (DDoS, credential-stuffing, etc.), spam, sensitive PII harvest, CSAM or other content harmful to minors, copyright infringement, market abuse / insider trading, unauthorized resale.

We monitor for abuse using automated and human review, and on detection block immediately and may suspend or terminate. Serious violations are reported to the appropriate authorities.

Export controls: you represent that you will not use the service for purposes, destinations, or end-users prohibited under US EAR, ITAR, or other export controls.

7. Customer Data ownership

You retain all ownership and intellectual-property rights in Customer Data. You grant Helodata a limited, non-exclusive, non-transferable, worldwide license to access, copy, transmit, and process Customer Data only as necessary to provide the service, perform our obligations, and comply with law.

Feedback: any product feedback, suggestions, or improvements you provide are usable by Helodata without restriction and are not Customer Data.

Return of data: within 30 days after termination you may export all account data via the dashboard; after 30 days we apply the retention windows in Privacy Policy §7.

8. Intellectual property

Helodata's IP: the service, API, SDKs, documentation, branding, trademarks, patents, source code, and derivative works are owned by Helodata or its licensors. These Terms grant you only a limited, non-exclusive, non-transferable, non-sublicensable right to use the service during the subscription, with no IP transfer.

No reverse engineering: except where applicable law expressly permits (e.g. EU Directive 2009/24/EC Article 6 interoperability exception), you may not decompile, disassemble, reverse engineer, bypass technical protection measures, or extract or derive underlying algorithms.

Trademarks: without our written consent you may not use Helodata trademarks, logos, or branding. Customer case studies, logo walls, and quotes require written consent.

9. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"), including roadmaps, technical architecture, compliance audits, commercial terms, pricing details, and customer lists.

The receiving party must (a) use only as necessary to perform under these Terms; (b) protect with at least the same care it gives its own equivalent confidential information; (c) disclose only to employees, advisors, and counsel who need to know and are bound by equivalent obligations.

Confidentiality lasts 5 years from disclosure; trade secrets are protected without time limit.

Exceptions: (a) information already public; (b) information lawfully held by the receiving party before disclosure; (c) independently developed without use of the disclosing party's information; (d) compelled by law, with prior notice and reasonable efforts to narrow.

10. Privacy and data protection

Personal information processing under these Terms is described in our Privacy Policy.

Where you act as a "data controller" under GDPR / UK GDPR and instruct us to process data subjects' personal information, we act as "processor" under our Data Processing Addendum (DPA), which is incorporated into these Terms.

You represent and warrant that (a) you have a lawful basis to collect and transmit the personal information processed; (b) you have notified data subjects and obtained any required consent; (c) your processing purposes are lawful.

11. Service Level (SLA)

We commit to 99.9% monthly uptime (calculated per the SLA). Failures result in service credits as the sole and exclusive remedy.

Maintenance windows: limited scheduled maintenance per month is excluded from downtime, with at least 72 hours notice.

Emergency maintenance or security patches may proceed without notice; we provide an incident post-mortem within 24 hours of resolution.

Full SLA at /legal/sla.

12. Disclaimer

To the maximum extent permitted by applicable law, the service is provided "AS IS" and "AS AVAILABLE". We expressly disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, security, accuracy, or particular results.

We do not warrant the availability or compliance of third-party websites, nor that accessing them via proxy is lawful in your context — that's your responsibility.

These disclaimers do not apply where the law does not permit exclusion or limitation (e.g. gross negligence, willful misconduct, personal injury).

13. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, special, incidental, punitive, or consequential damages; lost profits, lost revenue, lost goodwill, lost or corrupted data; or cost of substitute services — regardless of legal theory (contract, tort, strict liability, etc.).

These limitations apply even if a party has been advised of the possibility of such damages.

Aggregate liability cap: each party's total cumulative liability is limited to the fees you actually paid Helodata in the 12 months preceding the claim event.

These limitations are a fundamental basis of the bargain between the parties and shall not be deemed unconscionable.

14. Indemnification

You will indemnify Helodata for third-party claims, damages, fines, and reasonable attorney fees arising from your breach of these Terms (including the AUP), unlawful use of the service, infringement of third-party rights, or unlawful Customer Data.

Helodata will indemnify you for third-party claims that the service itself infringes their intellectual property (excluding modifications you make or combinations with third-party products). Helodata may at its option (a) procure a license to continue use; (b) modify the service to avoid infringement; (c) terminate the affected feature and refund a pro-rata portion.

The party seeking indemnification must give prompt written notice, hand control of defense and settlement to the indemnifying party (which may not settle in a way adverse to the indemnified party without its consent), and provide reasonable assistance.

15. Term and termination

Term: these Terms take effect on your acceptance and continue until the subscription ends.

Termination for convenience: either party may terminate without cause on 30 days written notice. Pre-paid fees are non-refundable except for trial periods.

Termination for breach: either party may terminate immediately on written notice for material breach not cured within 30 days (7 days for payment defaults).

Emergency termination: Helodata may terminate without notice if (a) you violate AUP §1–6 core prohibitions; (b) your use poses uncontrollable risk to the network or other customers; (c) under regulatory order; (d) you appear on a sanctions list.

Effect of termination: you stop using the service; you may export Customer Data within 30 days; confidentiality, IP, liability cap, indemnification, and dispute resolution clauses survive.

16. Force majeure

Neither party is in breach for failure to perform due to force majeure (natural disasters, war, terrorism, government action, internet backbone outages, nation-state DDoS, pandemics, or any event beyond a party's reasonable control).

If force majeure persists more than 30 days, either party may terminate these Terms by written notice without liability.

17. Governing law and dispute resolution

These Terms are governed by the laws of Singapore, excluding its conflict-of-laws rules.

Disputes must first attempt good-faith negotiation for 30 days. If unresolved, either party may pursue:

(a) Arbitration: at the Hong Kong International Arbitration Centre (HKIAC) under its then-current rules. Seat is Hong Kong; language is English; tribunal is one arbitrator. The award is final and binding.

(b) Small-claims court: claims under USD 10,000 may be filed in a court of competent jurisdiction at your or Helodata's home location.

Class waiver: you and Helodata agree to resolve disputes individually and not as a member or lead in any class or representative proceeding.

Equitable relief: either party may seek injunctive relief in any court of competent jurisdiction to protect its IP or confidential information without waiving the arbitration clause.

18. Notices

Notices to you go to the email on file with your account and are deemed delivered at sending.

Legal notices to us must be sent by registered mail to the Helodata Pte. Ltd. registered Singapore address (request the full address from compliance@helodata.com) and emailed to compliance@helodata.com.

19. Assignment

You may not assign these Terms without our written consent, which shall not be unreasonably withheld.

Helodata may assign these Terms in connection with a merger, acquisition, asset sale, or reorganization without prior consent, with prompt written notice.

20. General

Severability: if any provision is held invalid or unenforceable, the remainder remains in effect.

No waiver: a failure to exercise any right is not a waiver of that right.

Entire agreement: these Terms (with the DPA, SLA, AUP, KYC Policy, Privacy Policy, and any Order Form you sign) are the complete agreement on the subject matter, superseding all prior oral or written arrangements.

Relationship: the parties are independent contracting parties; these Terms create no agency, partnership, joint venture, employment, or franchise relationship.

Language: the Chinese version of these Terms is provided for convenience. If there is any conflict between the Chinese and English versions, the English version prevails.

21. Contact

Legal & contracts

compliance@helodata.com

Registered legal entity

Helodata Pte. Ltd., Singapore — full address under NDA

DPA / SLA documents

/legal/dpa, /legal/sla