Terms and Conditions
 

This Hosting Agreement (this "Agreement") takes effect as of the date you lease the Helium Hotspot (the "Effective Date") from Helium Club, and contains the terms and conditions upon which Helium Club leases Hotspot to Host.
 

The Agreement

Helium Club is a trading name of Eco Power Management, a limited liability company registered in the UK. Helium Club provide one or more Hotspots to selected Hosts who have been accepted through our application process. Helium Club owns each Hotspot including any accessories and the Host provides their property, internet connection and time for the installation of the Hotspot.‍
 

Share

For hosting a Hotspot, 15% of the Rewards generated by the specific Hotspot is reserved to the Host.‍
 

Referral

If the Host makes a referral to someone who receives a Hotspot from Helium Club, the Host will receive a referral bonus of 10% of the Rewards generated by the specific Hotspot. If the referral then makes a referral, the Host will receive a referral bonus of 5% of the Rewards generated by the specific Hotspot.
 

Payouts

Payouts are made on the last Friday of each month. Payouts are made in HNT to the Helium Wallet specified to Helium Club by the Host.
 

Helium Club Commitments

Optimisation

Helium Club undertakes to continuously try to improve the Network and the coverage rate for Hotspot held by the Host in order to increase the total Compensation from Hotspot. It can be, for example, new or changed hardware, or accessories such as an alternative antenna.‍
 

Installation

Helium Club are responsible for all installation costs of the Hotspot including accessories.
 

Host Commitments

The Host will be solely liable for the risk of loss, theft, damage or destruction by the Host of the Hotspot leased to Host. Helium Club and its licensors own all right, title and interest in and to the Hotspot. Nothing in this Agreement shall transfer any title to the Host.
If the Hotspot is lost, damaged or destroyed the Host will notify Helium Club within three (3) days of the loss and will pay Helium Club the Market Value of the Hotspot, at which point this Agreement shall terminate immediately. If a Hotspot is lost, damaged or destroyed, the current market value could be calculated by the current MSRP or the Manufacturer's price.

During the Term of this Agreement, and no sooner than 12 months after the installation date, the Host shall not host any other Helium Hotspots at the Residence. Violation of this term shall constitute a material breach of this Agreement.

 

Change or Termination of this Contract

The agreement is valid until further notice, and both parties have the right to terminate it without prior notice.
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Helium Club reserves the right to change or terminate the agreement immediately if;
- The Hotspot has no or low functionality or low earnings
- The Hotspot for a long period and/or on several occasions has been offline
- Helium Club in repeated attempts did not succeed in getting in touch with the Host
- Helium Club finds another reason to change the location of Hotspot or to end the agreement with the Host
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In the event that the agreement between Helium Club and the Host ends, the Host must return the Hotspot and any accessories, or arrange a suitable date for Helium Club to collect. Helium Club has the right to withhold and/or settle earned Payout until the Hotspot is returned to Helium Club, and/or charge the Host Market Value of the Hotspot in accordance with the terms stated under "Host Commitments".
 

Indemnification

Host will indemnify, defend and hold harmless Helium Club, its directors, officers, employees and agents from and against any and all third-party claims, demands, losses, costs, expenses, damages and liabilities arising from or relating to Host’s failure to comply with the terms of this Agreement or applicable laws. 
 

Limitation of Liability

Except for a breach of confidentiality or the Host’s infringement of Helium Club or its licensor’s intellectual property rights, neither party will be liable for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if it has been advised of the possibility of such damages.
 

Force Majeure 

If Helium Club is unable to perform any of its obligations under this Agreement because of severe weather, natural disasters, pandemics, epidemics, governmental actions, acts of God, riots, wars, theft, acts of our suppliers, or other events beyond our reasonable control, then Helium Club is relieved from its performance of such obligations to the extent, and for the duration, that such performance is prevented by such events.
 

Modifications

Helium Club may revise this Agreement from time to time to better reflect:

(a) changes to the law.

(b) new regulatory requirements.

(c) improvements or enhancements made to its products and services. If an update affects the Host’s lease of the Hotspot, Helium Club will notify Host prior to the update's effective date by sending an email to the email address provided by the Host to Helium Club. This updated Agreement will be effective no less than thirty (30) days from the date of Helium Club’s notice. If the Host does not agree to the updates, the Host must terminate this Agreement before they become effective. By continuing to lease and use the Hotspots after the updates come into effect, the Host agrees to be bound by the revised Agreement.

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General Provisions 

Neither party may assign this Agreement without the other party’s prior written consent, except that Helium Club without such consent may make such an assignment in connection with a reorganisation, merger, consolidation, acquisition, or other restructuring involving all or substantially all of Helium Club’s voting securities or assets. Non-permitted assignments are void. Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture, franchise, agency, or contract of employment between Helium Club and Host. Any notice or consent under this Agreement will be in writing to the Host’s Residence on record or if to Helium Club at 2nd Floor Grove House, Grove Place, Swansea, SA1 5DF. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish the parties’ intended purpose in this Agreement.

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(a) “including” means “including without limitation” (and similar terms will be construed without limitation).
(b) defined terms apply to both singular and plural forms of such terms.

(c) headings are for convenience only and will not affect interpretation. Waivers must be signed by the waiving party and one waiver will not imply any future waiver.

 

This Agreement will be deemed to have been made in, and will be construed pursuant to the laws of, the United Kingdom without regard to conflicts of law’s provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any suit or proceeding arising out of or relating to this Agreement must be commenced in a UK court, and each party irrevocably submits to the jurisdiction and venue of such courts. This Agreement is non-exclusive; nothing herein prohibits Helium Club from creating or offering any similar product or service or entering into any similar agreement with any other party. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes and cancels all previous agreements and communications (written or oral) relating to its subject matter.