HeliosDB Cloud Terms of Service and Acceptable Use Policy

Change log

Part A: Terms of Service

1. About these terms

1.1 These terms govern the use of HeliosDB Cloud: the managed database service, its console at cloud.heliosdb.com, its API at api.heliosdb.com and related interfaces (the "Cloud Service"). They apply between Dimen Sigon OÜ, trading as HeliosDB ("HeliosDB", "we"), and the organisation that creates or uses a Cloud account (the "Customer", "you").

1.2 You accept these terms, including the Acceptable Use Policy in Part B, the HeliosDB Data Processing Agreement and the HeliosDB Transaction Durability Commitment, when you tick the acceptance box during sign-up or when we ask you to accept a new version. The HeliosDB Privacy Notice explains how we use account data.

2. Business customers only

2.1 The Cloud Service is offered only to businesses, public bodies and other organisations, for use in their trade, business or profession. It is not offered to consumers.

2.2 Every account must be registered with a business e-mail address: an address at an internet domain that the Customer's organisation controls. Addresses at public or personal mailbox services (for example gmail.com, outlook.com, hotmail.com, yahoo.com, icloud.com, proton.me, gmx or web.de) are not accepted. We may refuse or close an account registered with such an address, after telling you and giving you 30 days to export your data.

2.3 The person who creates an account or accepts these terms confirms that they act for the Customer and have authority to bind it. The Customer is responsible for everyone who uses the Cloud Service through its accounts and keys.

3. No trial

3.1 The Cloud Service has no trial of any kind. No plan is offered for a limited trial period, and no plan converts automatically into a paid plan.

4. Experimental Period

4.1 The Cloud Service is currently offered in an experimental period (the "Experimental Period"). We say this plainly because it affects what you can rely on:

• (a) Free of charge. During the Experimental Period every Cloud plan is free of charge for every Customer. We do not charge any fee for any use of the Cloud Service in the Experimental Period, and no charge starts automatically when it ends.
• (b) Indicative limits. The limits shown for each plan (for example storage, databases, connections and requests) are indicative. They are not metered for billing, they are not guaranteed, and we may enforce or change them technically to keep the shared service stable. We make no promise that depends on metering.
• (c) Changing features. Features may change, be added or be withdrawn. Where a change removes a feature you use, we will tell you in advance where we reasonably can.
• (d) No availability commitment. We give no commitment on availability, uptime or response times (clause 8).
• (e) Durability still applies. The Transaction Durability Commitment (clause 9) applies throughout the Experimental Period.

4.2 If you hold a paid Cloud subscription that started before the effective date of these terms, we will not charge you for any billing period that starts during the Experimental Period. Amounts already paid for periods before that date are not affected.

4.3 We will give at least 30 days' notice by e-mail and in the console before the Experimental Period ends. Paid plans will then be offered only under new terms and prices that you must accept expressly before any charge. If you do not accept them, you may keep a free plan if one is offered, or export your data and close your account.

5. Your account and security

5.1 You shall keep your credentials and API keys secure, use two-factor authentication where offered for administrator accounts, and tell us promptly at security@heliosdb.com if you suspect unauthorised access.

5.2 You shall keep your account details accurate, including a working business e-mail address for notices.

5.3 One organisation may hold several accounts only for genuine separate teams or projects, not to avoid plan limits.

6. Your data

6.1 You keep all rights in the data you store in or send to the Cloud Service ("Customer Content"). You give HeliosDB the right to host, copy, transmit and process Customer Content only as needed to provide, secure and support the Cloud Service for you.

6.2 HeliosDB processes personal data in Customer Content as your processor under the HeliosDB Data Processing Agreement.

6.3 You are responsible for having the rights and legal bases needed for Customer Content, and for the configuration choices you make in the Cloud Service.

6.4 The Cloud Service is not designed for, and you shall not use it for, payment-card data subject to PCI DSS, or for any workload whose failure could lead to death, personal injury or serious environmental damage.

7. Export

7.1 You may export Customer Content at any time, free of charge, using the export features of the Cloud Service or standard client tools over the documented interfaces. If neither works for your data, we will provide an export on request at no charge.

7.2 We never block an export to obtain a payment or an upgrade.

8. Availability and backups

8.1 We give no availability or uptime commitment for the Cloud Service and no service credits for unavailability. Earlier statements of availability percentages do not apply to new use of the Cloud Service under these terms. The commitment we do give is the Transaction Durability Commitment in clause 9.

8.2 We take platform backups of the Cloud Service daily and keep them for up to 3 months (daily copies for up to 14 days on the production server and 7 days off it, weekly copies for 4 weeks and monthly copies for 3 months). If hardware or a site fails and data must be restored from a backup, changes made after the last backup (up to about 24 hours of changes) may be lost. Time-travel and branching features are not backups.

8.3 We may carry out maintenance. We aim to announce planned maintenance in the console in advance and to do it at times of low use.

9. Transaction durability

9.1 The HeliosDB Transaction Durability Commitment applies to the Cloud Service. In summary: a transaction that the Cloud Service has acknowledged as committed will not be lost because HeliosProxy is in the connection path, or because of the version of the HeliosDB engine we run to provide the Cloud Service (HeliosDB Nano on the effective date of these terms), including when we upgrade it. The Cloud Service does not route connections through HeliosProxy today; if we place it in the path, the commitment covers it. The commitment, its exclusions (including hardware and site failures under clause 8.2, and the known limitations it lists with their workarounds) and its remedies are set out in that document, which forms part of these terms.

10. Support

10.1 Support for the Cloud Service is provided on a best-effort basis under the HeliosDB Support Policy. There are no response-time guarantees and no service credits.

11. Fees and taxes

11.1 No fees apply during the Experimental Period (clause 4). Any later fees will apply only under an order or plan terms you accept expressly.

11.2 If fees apply, the amounts stated are the full amounts you pay and HeliosDB does not add tax to them. For cross-border supplies to a business the reverse-charge mechanism applies and you account for any value added, sales or use tax due in your country; where HeliosDB must charge Estonian value added tax, it is included in the stated amount. Each party declares and pays its own taxes on income and profits. You pay without deduction; if mandatory law nevertheless requires a deduction, you deduct only what that law requires and give HeliosDB the official receipt.

12. Suspension

12.1 We may suspend access to the Cloud Service, in whole or in part, only where it is necessary because:

• (a) your use breaches Part B (Acceptable Use Policy) or clause 2;
• (b) your use creates a security risk or materially affects the service for other customers; or
• (c) a law, court or authority requires it.

12.2 We will limit a suspension to what is necessary, tell you the reason before or, if that is not possible, promptly after suspending, and restore access as soon as the reason ends. A suspension never deletes Customer Content. Where a suspension continues for more than 30 days, you may still export your data on request under clause 7.

13. Term and termination

13.1 These terms apply from your acceptance until your account is closed.

13.2 You may close your account at any time in the console or by writing to support@heliosdb.com.

13.3 We may close your account: on 30 days' notice, for example if we end the Cloud Service or a plan; or by notice if you materially breach these terms and do not remedy the breach within 30 days of being told, or at once if the breach cannot be remedied and is serious (for example illegal content or an attack on others).

13.4 After closure you have 30 days to export Customer Content, unless the law prevents it. We then delete Customer Content from the live service within 30 days. Copies in backups expire in the ordinary backup cycle (clause 8.2) and are not used except to restore service.

14. Warranties and liability

14.1 Subject to clause 9 and the Transaction Durability Commitment, we provide the Cloud Service with reasonable skill and care. Otherwise, during the Experimental Period, the Cloud Service is provided as it is offered from time to time, without further warranties to the extent the law allows. Statutory rights that cannot be excluded remain.

14.2 Each party's total liability arising out of or in connection with these terms in any twelve-month period is limited to the greater of (a) the fees paid and payable for the Cloud Service in the twelve months before the event giving rise to the claim and (b) USD 25,000.

14.3 Neither party is liable for loss of profit, revenue, goodwill or business opportunity, or for indirect or consequential loss. This does not limit the remedies set out in the Transaction Durability Commitment.

14.4 Clauses 14.2 and 14.3 do not limit or exclude liability for intentional breach or gross negligence, for death or personal injury, or any liability that cannot be limited or excluded by law.

15. Changes to these terms

15.1 We may publish a new version of these terms. We will tell you at least 30 days before it takes effect. A change that reduces your rights applies to you only once you accept it; we will ask you in the console. If you do not accept it, the previous version continues to apply until the end of the notice period, after which either party may close the account under clause 13 and you may export your data.

15.2 Urgent changes required by law or to address an active security threat may take effect sooner, limited to what is necessary, with notice and reasons.

15.3 Every version is published at the address at the top with its version, effective date, change log and SHA-256 fingerprint, and earlier versions remain available there.

16. General

16.1 If documents conflict, the following order applies, the earlier prevailing: a signed order (for the points it expressly changes); the Data Processing Agreement (for the processing it covers); these terms; the Transaction Durability Commitment; the Support Policy.

16.2 Notices to us go to support@heliosdb.com; security notices to security@heliosdb.com. Notices to you go to the account owner's e-mail address or appear in the console.

16.3 Neither party may transfer these terms without the other's consent, which shall not be unreasonably withheld, except to a group company or to a successor of the relevant business on notice.

16.4 If a provision is invalid, the rest remains in force, and the invalid provision is replaced by the rule that the law applies in its place.

16.5 These terms are in English. They are governed by the law of the Republic of Estonia, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. Disputes are decided by Harju County Court (Harju Maakohus) in Tallinn, Estonia, after a 30-day attempt to settle them by negotiation, which does not prevent urgent relief or the running of statutory deadlines.

Part B: Acceptable Use Policy

17. Purpose

17.1 This policy keeps the shared Cloud Service safe and fair for everyone. It applies to all use of the Cloud Service through your accounts and keys.

18. Prohibited use

18.1 You shall not use the Cloud Service to:

• (a) store, process or distribute content that is illegal, or that infringes the intellectual property, privacy or other rights of others;
• (b) store or distribute malware, or operate command-and-control, phishing or fraud infrastructure;
• (c) attack, probe, scan or test the vulnerability of the Cloud Service or any other system, except under a written authorisation from us or through our coordinated vulnerability-disclosure process;
• (d) circumvent authentication, plan limits, rate limits or tenant isolation, or access another customer's data;
• (e) send unsolicited bulk messages or support anyone who does;
• (f) mine cryptocurrency, or run workloads unrelated to database use that consume shared resources;
• (g) create accounts in bulk, by automated means or with false details, or create several accounts to avoid plan limits;
• (h) deliberately degrade the service for other customers, for example through denial-of-service load;
• (i) breach export-control or sanctions laws, or provide access to persons subject to sanctions.

19. Fair use of shared resources

19.1 The Cloud Service is shared. If your workload materially affects other customers, we may throttle or reject new queries for your organisation to protect the service. We will never interrupt a commit that is in progress to do so. We will tell you what happened and how to reduce the impact.

20. Security research

20.1 Report security problems to security@heliosdb.com. Good-faith research that follows our coordinated-disclosure process, avoids privacy violations and service disruption, and does not access other customers' data is welcome and is not a breach of this policy.

21. Enforcement

21.1 If you breach this policy we may act under clause 12 (suspension) and clause 13 (termination), proportionately to the breach. We may report illegal activity to the competent authorities.

21.2 To report abuse of the Cloud Service, write to security@heliosdb.com.