Helios SaaS Subscription Agreement

Version 2026-05-31

This Subscription Agreement governs your subscription to the Helios platform, provided by Heliora Energy (“Heliora”), operator of the Helios platform. References to “Helios” below refer to the Helios software-as-a-service platform.

1. Software Access & License

(a) Subject to the terms herein and payment of applicable fees, Heliora grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Helios software-as-a-service platform (“Platform”) solely for Subscriber’s internal business purposes.

(b) The license does not include the right to: (i) sublicense or resell access; (ii) copy, modify, or create derivative works; (iii) reverse engineer or decompile; (iv) use for time-sharing or service bureau purposes; or (v) exceed authorized user seats.

(c) Heliora reserves all rights not expressly granted.

2. Subscription Fees & Billing

(a) Subscriber shall pay the fees specified in the applicable order form or subscription confirmation (“Order”).

(b) Fees are billed in advance on the subscription cycle specified in the Order and are non-refundable except as required by applicable law or as expressly stated herein.

(c) Heliora may increase fees upon sixty (60) days’ written notice prior to the start of a renewal term. Continued use after the effective date constitutes acceptance.

(d) Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). Heliora may suspend access for accounts more than fifteen (15) days past due.

3. Subscription Term & Renewal

(a) The initial term is as specified in the Order. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription automatically renews for successive equivalent periods.

(b) Early termination by Subscriber prior to the end of a paid term does not entitle Subscriber to a refund of pre-paid fees.

4. Authorized Users

(a) Subscriber may authorize the number of users specified in the Order. Each user must have a unique login.

(b) Subscriber is responsible for all actions taken under its accounts and for ensuring users comply with these Terms.

(c) Additional user seats require a separate written amendment or Order.

5. Service Level & Availability

(a) Heliora targets 99% uptime for the Platform (excluding scheduled maintenance), measured monthly.

(b) In the event of material unavailability beyond this target, Subscriber’s sole remedy is a pro-rata service credit for affected periods, applied to future invoices.

(c) Heliora will provide advance notice of scheduled maintenance where practicable.

6. Restrictions

Subscriber shall not: (i) copy, modify, or distribute the Platform; (ii) reverse engineer, decompile, or attempt to access source code; (iii) build competitive products using Platform data or architecture; (iv) use the Platform for unlawful purposes; or (v) circumvent access controls or usage limits.

7. Data Rights & Privacy

(a) Subscriber retains ownership of all data that Subscriber inputs into the Platform (“Subscriber Data”).

(b) Heliora may collect, aggregate, and anonymize usage data and technical metrics to improve the Platform, provided such data cannot identify Subscriber or individual users.

(c) Heliora processes personal data in accordance with its Privacy Policy and applicable data protection laws.

(d) Upon termination, Subscriber may export its data within thirty (30) days. After this period, Heliora may delete Subscriber Data.

8. Support

Heliora will provide standard technical support during business hours via designated support channels. Enhanced support tiers may be available as specified in the Order.

Intellectual Property

(a) Heliora IP. All Heliora software, platforms, tools, workflows, branding, and proprietary methodologies are and remain the sole property of Heliora. No rights are granted except as expressly stated herein.

(b) Work Product. Any work product, deliverables, improvements, or derivative works created by the other party in connection with this Agreement shall be deemed work-made-for-hire and shall be owned exclusively by Heliora. To the extent any such work does not qualify as work-made-for-hire, the other party hereby irrevocably assigns all right, title, and interest to Heliora.

(c) License Grant. Heliora grants a limited, non-exclusive, non-transferable, revocable license to use Heliora IP solely as necessary to perform obligations under this Agreement.

(d) Feedback. Any feedback, suggestions, or improvements provided by the other party may be used by Heliora without restriction and without compensation.

Limitation of Liability

(a) Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Liability. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY THE OTHER PARTY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) ONE THOUSAND DOLLARS ($1,000).

(c) Exceptions. The limitations in (a) and (b) do not apply to: (i) death or personal injury caused by negligence; (ii) fraud or intentional misconduct; (iii) indemnification obligations; or (iv) breaches of confidentiality or intellectual property obligations.

(d) Essential Basis. The parties acknowledge that these limitations reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

9. Indemnification

(a) Subscriber Indemnification. Subscriber shall indemnify Heliora from claims arising from Subscriber’s misuse of the Platform, violation of these Terms, or infringement of third-party rights through Subscriber Data.

(b) Heliora Indemnification. Heliora shall defend Subscriber against third-party claims that the Platform, as provided, infringes a valid patent, copyright, or trade secret. Heliora may, at its option, modify the Platform, obtain a license, or terminate this Agreement with a pro-rata refund.

Term & Termination

(a) Term. This Agreement commences on the date of last signature and continues until terminated in accordance with this section.

(b) Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party.

(c) Termination for Cause. Either party may terminate immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure within ten (10) days of written notice; (ii) becomes insolvent, makes an assignment for benefit of creditors, or becomes subject to bankruptcy proceedings; (iii) commits fraud or intentional misconduct; or (iv) violates applicable law in a manner that exposes the non-breaching party to liability.

(d) Heliora Suspension Rights. Heliora may immediately suspend access for: fraud, data misuse, reputational harm, noncompliance, or legal risk, without liability.

(e) Effect of Termination. Upon termination: (i) all licenses and access rights granted hereunder immediately cease; (ii) each party shall return or destroy Confidential Information; (iii) accrued payment obligations survive; and (iv) sections that by their nature should survive shall survive termination.

Dispute Resolution

(a) Informal Resolution. Before initiating formal proceedings, the parties shall attempt to resolve disputes informally for thirty (30) days after written notice.

(b) Binding Arbitration. Unresolved disputes shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall occur in Atlanta, Georgia. The arbitrator’s decision shall be final and may be entered as a judgment in any court of competent jurisdiction.

(c) Class Action Waiver. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION OR LITIGATION. ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY.

(d) Governing Law. This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

(e) Venue. For any matter not subject to arbitration, exclusive jurisdiction and venue lie in the state and federal courts of Fulton County, Georgia.

General Provisions

(a) Entire Agreement. This Agreement and applicable Order(s) constitute the entire agreement regarding the Platform.

(b) Order of Precedence. In the event of conflict, the Order prevails over this Agreement, and this Agreement prevails over any Subscriber purchase order terms.

(c) Export Compliance. Subscriber shall not export or re-export the Platform in violation of applicable export laws.

Acceptance is recorded electronically by the recipient via the Heliora platform. See audit trail appended to executed copy.