HELIO MEMBERSHIP TERMS

Please read this carefully, save a copy, and call us at 1-888-88-HELIO if you have any questions. If you use our service, you and anyone that you allow to use our service agree to be bound by this Agreement.

CHAPTER 1: AN INTRODUCTION

This Membership Agreement is one part of a larger whole that we’ll call the "Agreement". We have specific policies on our Website, www.helio.com , that are also a part of the Agreement including your Membership and any promotions you participated in. Your Membership describes the types of wireless service we will provide and the charges for those services. It describes the activation fees, basic monthly Membership fees, amount of monthly minutes and data units that are yours to use, the prices for additional minutes or the use of data over that provided by your plan, and other related charges. Please review the other policies that appear on our Website at: www.helio.com , and be aware that they (and this Agreement) are subject to change at any time without notice. These other policies include: the Helio Acceptable Use Policy, the Helio Privacy Policy, the Helio Hardware Warranty Policy, the Helio Total Happiness Guarantee, and other Helio policies that are made available on our Website. If anything in one of these policies, your Membership, or with this Membership Agreement conflicts, then this Membership Agreement will control.

CHAPTER 2: LET'S SHAKE ON IT

By establishing an account, activating your device or other wireless device, or using any other equipment provided by Helio, or indicating agreement with the terms of the Agreement orally or in writing, you agree to be bound by the Agreement. If you change your mind, see Chapter 4 below. You certify that the information you have provided to Helio is correct. Helio assumes you have the legal capacity to enter into this Agreement, and can declare this Agreement void if you are below the age of eighteen (18). THE COMMITMENT: A 2 year initial term ("Initial Term") will apply to your account, unless you sign up under a special “no term” promotion or arrangement when you activate service. It is up to you to provide copies of web pages or other documents showing you signed up under a special “no term” promotion or arrangement. If no such documents can be provided, it will be assumed that the 2 year Initial Term will apply to your account(s). This Agreement will continue on a month-to-month basis after the Initial Term is completed, if applicable. You agree to PAY US $175 PER WIRELESS NUMBER OR OTHER ACCOUNT AS AN EARLY TERMINATION FEE IF YOU CHOOSE TO END YOUR SERVICE BEFORE COMPLETING YOUR INITIAL TERM, OR IF WE CHOOSE TO TERMINATE YOUR SERVICE EARLY FOR GOOD CAUSE. This fee (the "Early Termination Fee") or any portion thereof will be applied only to the extent permitted by law. Payment of the Early Termination Fee does not satisfy other outstanding obligations you may owe to us, such as equipment-related charges or charges for services already used but not yet billed at the time of cancellation. The Initial Term begins on the device activation date. Should you ever choose to change your Membership, the new term, unless otherwise disclosed, shall be considered a new Initial Term and shall begin when the new Membership is selected. We have the right to manage our wireless systems and the use of our services completely. As a result, we may deny a request for service from any customer or potential customer or discontinue a member’s service for any lawful reason, including excessive or abusive use of our network or system. In addition, we may block access to certain categories of numbers (for example, 976 and 900 numbers), chat or discussion rooms, or access to certain Websites, or certain messages including text, video, photo, and audio messages, if in our discretion, they are considered illegal or illicit, we are experiencing billing, collection or fraud problems or constitute other misuse or abuse of our system. We reserve the right to terminate service, a plan, a promotion, or any other offering at any time with appropriate notice to you.

CHAPTER 3: PAYMENTS AND BILLING

You will be charged a monthly Membership fee, other Membership-related charges, applicable taxes and other fees, as discussed in your Membership. Helio will bill you monthly for service and you agree to pay us in a timely fashion. Some billing may be delayed and your bill may reflect charges incurred before the current month. You agree to pay all charges associated with your Membership, including all charges for products you accept or access that have an additional charge, including directory assistance calls ("411" or "0") and other premium services. Charges associated with your Membership include Federal Universal Service Fund charges, and other regulatory surcharges, which are set by us in order to offset contributions which we make to particular governmental programs or regulatory bodies. These charges are not taxes, are not required to be passed through by law, may be location dependent, and are subject to change. Your payment is due in full on the date indicated on your bill. You have 30 days from the date of the bill to contest any charges on your bill. Please see your bill for specific contact information should you have questions about your bill. You must pay all amounts reflected on the bill, even while a dispute is being resolved. If we do not receive payment in full when due, we may do one or more of the following:

• to the extent permitted by law, charge a late fee of up to one and one half percent (1.5%) per month (18% annually), or a flat $5 fee per month, whichever is greater on unpaid balances;
• charge you for any collection agency fees billed to us for trying to collect from you;
• suspend your service (though monthly charges will continue to accrue until the account is canceled);
• bill you a reasonable fee to reinstate a suspended account; and
• terminate this Agreement (and charge an Early Termination Fee if within the Initial Term).

You must provide us with accurate billing information including legal name, address, device number, and credit card/billing information, and report all changes to this information immediately. We must have your Place of Primary Use ("PPU"). Your PPU will be your residential street address (if your wireless service is primarily for personal use) or your business street address (if your wireless service is primarily for business use). The address must be within a Helio service area, and you agree to provide Helio with your PPU and to notify Helio immediately of any changes in your PPU. If you have decided to have your account with Helio paid by your credit card: your credit card account will be automatically charged for the full amount of each bill when rendered; you agree to maintain valid and current credit card information on file with Helio at all times; and Helio is not responsible for any charges or expenses (e.g., for overdrawn accounts or exceeding credit card limits) resulting from Helio charges. You must have and maintain satisfactory credit to receive and continue to receive services. You authorize us to check your credit history at any time and to share credit information about you with credit reporting agencies. If at any time we determine that, in our sole discretion, payment for services may not be made when due, we may suspend or terminate services. Should we suspend or terminate your services in response to a credit report, and you ask for the information, we will tell you the name and address of any credit agency that provided us credit information about you. Depending on your credit and payment history, we may need to require an advance deposit, prepayment, or payment from you and reserve the right to retain any deposit during the period you have service from us. If we require a deposit, we will pay simple interest on the deposit if required, at the rate the applicable law (if any) calls for. Please retain your evidence of deposit. You agree that we can apply deposits, payments, or prepayments in any order to any amounts you owe us on any account. You cannot use a deposit to pay any bill unless we agree to this method of payment. We refund final credit balances of less than $1 only upon request. We may charge you up to $25 for any returned check, depending on applicable law. Finally, you cannot resell Helio’s services to other people.

We may elect to offer discounts or other benefits for certain accounts for additional lines of service billed on a single bill or account that may share minutes included in a Membership ("Share Plan"). Data charges may apply to each line on a Share Plan Membership. We may determine, in our sole discretion, which line(s) will and will not be eligible for a discount and the amount of any discount, including when you change plans or add or remove upgrades and enhancements. An Initial Term, early termination fee, taxes and fees, and other restrictions and conditions may apply to each additional line of a Share Plan. We may also place a maximum or minimum limit on the number of lines that may be placed on a Share Plan and may require an activation fee for each line of service activated on a Share Plan. We may place other restrictions or conditions on Share Plans. Additional terms, conditions and restrictions may be applicable to the activation and maintenance of a Share Plan.

CHAPTER 4: CANCELLATION

Either you or we may cancel this Agreement, and end the Agreement, under certain circumstances. If you would like to cancel within the first 30 days of purchase (the "Total Happiness Guarantee Period"), then these rules apply:

• If you purchased a product from a retail store or authorized agent or third party retailer: a) you may return the product to the retail store from which you purchased the product, in accordance with that retail store’s return policy.
• If you activated your service with us, you may cancel service no later than 30 days from the date of purchase of the product by following the Service Cancellation Policy (available on our Website).
• If you purchased a product from us directly or through another agent or third party retailer, you may cancel your service and return your product for a refund of charges for the product and taxes (less any rebates and shipping and handling charges), for any reason within the first 30 days of purchase.
• If you activated your service, you will still be responsible for all fees related to your actual use of the service, including the activation fee, voice and data costs, additional minutes, roaming charges, per-minute charges for long distance service, taxes and other fees. When you return the products, either we or the agent or third party retailer from whom you purchased the products will refund the purchase price (and applicable sales tax) you paid for the products less the shipping costs and any rebates.

After the Initial Term, you may cancel your service for any reason, by sending us a cancellation notice (see "Service Cancellation Policy" on our Website). Cancellation will be effective at the end of the current billing period in which notice of cancellation is received. Upon cancellation, service will be terminated. If you cancel your service after the Total Happiness Guarantee Period but prior to the end of the Initial Term of this Agreement, you may be charged a cancellation fee of up to $175 per wireless number or account including a data service plan, depending on your Membership. Payment of the Early Termination Fee does not satisfy other outstanding obligations owed to us, such as equipment-related charges, or charges for services already used, but not yet billed at the time of cancellation. The obligations under Chapter 11 of this Membership Agreement shall continue after termination. Cancellation or transfer by us: Helio may cancel service, a plan, promotion, or any other offering at any time with appropriate notice to you. In addition, Helio may transfer your service to another provider with appropriate notice. We also reserve the right to, WITHOUT NOTICE, limit, suspend, or cancel your service for any good cause, including without limitation, if Helio, in its sole discretion, believes you have:

• violated this Agreement;
• misrepresented your identity or age;
• violated the Helio Acceptable Use Policy;
• violated the Helio Privacy Policy;
• harassed our employees or agents;
• interfered with our attempts to provide quality services
• engaged in spamming or any other inappropriate messaging, e-mailing, or calling;
• engaged in excessive or abusive use of our service or network determined by Helio to be detrimental to the system; or
• if you have failed to pay any charges when due.

Should Helio decide to terminate a service, plan, promotion or offering and you received a device at no cost, you agree you will return such device to Helio at the location you purchased the device or in any manner reasonably requested by Helio so long as there is no cost to you within if Helio should so request within 30 days of such request.

CHAPTER 5: HARDWARE WARRANTY AND REPLACEMENT

Helio, in its sole discretion, may replace products due to manufacturer’s defect at no cost to you, within 12 months of purchase. Additionally, some of the products are subject to the limited warranty of the third-party manufacturer, which is passed through Helio to you at no additional charge. Helio will comply with all reasonable requirements necessary to provide the benefits of these third-party warranties to you. See our "Hardware Warranty Policy" for information on contacting us about warranty claims, available at www.helio.com .

CHAPTER 6: YOUR WIRELESS DEVICE, NUMBER AND RECEPTION

Certain wireless devices used with computers have a minimum software and hardware requirement for the computer the device is being used with. Except as provided by law, you acknowledge that you do not have, nor shall you acquire, any ownership interest in the device number (mobile directory number) assigned by Helio to you for your use. Helio owns all rights to personal identification numbers, e-mail addresses, and identifiers that we may assign to you and we may change them upon notice. Federal law may allow you to take a number with you when you change wireless providers. This is called "porting." If you are porting a number to us from another provider, some services, such as 911 location services, may be delayed. If your equipment is stolen, you must report it to Helio immediately so that we may suspend service, for 30 days or until it is replaced. You are responsible for all charges until you notify Helio that your device has been lost or stolen. We may change the software or programming of your device via wireless transmission without notice. This may affect stored data or other personal programming - if it does, we are not responsible for such affect. Also, please note that your device may not be compatible with another company’s service which may affect use of features while roaming. Wireless services use radio transmissions and are therefore affected by limitations. There are places, particularly in remote areas, with no service. Weather, buildings, your device, and other conditions beyond our control may cause dropped calls or other problems. Any statements or maps provided by us, our agents, or dealers about coverage is only intended to describe approximately where coverage is available and does not mean that service will be available under all circumstances, at all times or without interruption. You should therefore never solely rely on your mobile device for emergency calls, such as to 911. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, TO THE EXTENT PERMIT-TED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT OR EFFORTS CONCERNING YOUR WIRELESS DEVICE OR WIRELESS SERVICE. WE DO NOT AND CANNOT PROMISE UNINTERRUPTED OR PERFECT SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. Connectivity charges may vary depending on time, location, network area, number dialed and services used. Most calls and text message access will result in a charge for airtime or usage, unless your Membership indicates otherwise. Additional features may result in additional charges. You will not be able to call some pay-per-call services (e.g., 900 or 976) or make some international calls. If you are a customer that we’ve asked to pay a deposit, you may not have access to international service. Multiple charges may apply to some calls. Multiple types of charges may apply to multiple simultaneous calls utilizing some services, such as call waiting, call forwarding, or three-way calling. Changes to your Membership may require you to agree to a new initial term. With regard to surfing, downloading, communicating or any other use of the Internet via the Helio service, You agree Helio is not responsible or liable for any Website or anything else you may download, view, copy, visit, interact with or listen to on the Internet. You also agree Helio is not responsible or liable for the availability or security of any "hotspot" or "wifi" Internet access provided by third parties. If you want a "cleaner" Web surfing experience, see instructions for activating the "SafeSearch" filter in Chapter 7 below. Similarly, you are also responsible for any communications you have with others while using the Helio service and for any content you choose to download, stream, view, listen to or otherwise access via the Helio service, even if Helio made it available to you. Helio is not responsible for content such as games, ringtones, graphics, and other cool things that may be available through us, but created by and provided by someone else. Bottom line: you agree that Helio is not liable for any claims or damages of any kind arising from or related to any content you may access via the Helio service. SUBJECT TO APPLICABLE LAW, HELIO AND YOU BOTH AGREE TO LIMIT CLAIMS FOR DAMAGES OR OTHER MONETARY RELIEF AGAINST THE OTHER TO DIRECT DAMAGES. THIS LIMITATION AND WAIVER WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF AGREEMENT, PERSONAL INJURY, PRODUCTS LIABILITY, OR ANY OTHER THEORY. THIS MEANS THAT NEITHER OF US WILL SEEK ANY INDIRECT, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM THE OTHER. You also agree we are not liable for missed voice mails, or deletions of messages from your voice mail system (if you have one), even if you have saved them.

CHAPTER 7: MAKE IT WORK FOR YOU

Helio does not "screen" or monitor the content that is available on your device - though we do offer a "SafeSearch" filter for your use should you wish to block mature content from your search results. To activate the SafeSearch filter on your account, select the option at the bottom of the search page after conducting a search.

CHAPTER 8: WHAT'S UP WITH MYSPACE®? WHAT'S UP WITH OTHER HELIO PARTNERS AND CONTENT?

Helio is always looking to make your Helio experience great, and we are always looking for partners that can help us do this. In order to do this, we make music, images, video, text, and other material (“content“) from these partners available on Helio. Unless otherwise indicated, Helio does not endorse the content, features, or software that these partners use to enhance your Helio experience. Your relationship with our partners is between you and them. For example, Helio wants you to know that your use of the MySpace features is bound and governed by the terms that MySpace may ask you to agree to, and that your Membership to MySpace is independent of your subscriber relationship with Helio. While Helio supports your use of your Helio device to access MySpace and other partner content, it specifically MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, QUALITY, PERFORMANCE, ACCURACY OR EFFORTS CONCERNING MySpace or any other entity or whose services or content you may utilize or otherwise access while using your Helio device. Helio also has no control whatsoever over the content on MySpace.com or other partner site that you may access via your Helio device. We strongly recommend that you use good judgment and care in sharing any personal information about yourself while communicating and interacting with any website, including MySpace. Please do not modify, make, upload or download any content that would violate anyone’s intellectual property rights including copyright laws. The content you purchase or download and the copyrights therein are the valuable intellectual property of the content owner and is solely for your own personal use. Any copying, redistribution or other use of the content is expressly prohibited without the prior written consent of its owner. Helio and/or the owners of the content may, from time to time, remove content from the Service without notice.

To “purchase” content means to buy a license to use that content in accordance with the Agreement. When you purchase content, you will not receive any other rights to such content, all other rights, title and interest in and to which will remain with Helio, its licensors and its contractors (as applicable). When you purchase a musical sound recording (“recording”), whether a single track or an entire album, that recording simultaneously may be delivered to your wireless device and emailed or otherwise downloaded to a computer. Certain operating systems will not permit you to use recordings in the format in which they are downloaded. After purchasing a recording, you may: (i) download the recording to, and use the recording on, as many as five computers, including any computer onto which the recording was downloaded at the time you purchased the recording; (ii) transfer the recording to, and use the recording on, three Helio-approved portable players capable of implementing and enforcing these rules, including your wireless device; and (iii) burn the recording as part of a single- or multiple-recording playlist to a CD-R or CD-R/W storage medium a total of seven times. Prior to purchasing a recording, you may be able to sample that recording by means of an audio stream to your wireless device or to a computer. Some recordings may be accompanied by graphics and other information that will be displayed on your wireless device, computer or portable player when you use the recording. You may not use a recording on your wireless device as a ringtone.

The content is provided “as-is” and for your personal use only. You agree, represent and warrant that you will not: (i) make any commercial use, whether by sublicense, resale or otherwise, of the content; (ii) download, reproduce, modify, display, perform, transfer, transmit or re-transmit, broadcast or re-broadcast, distribute or re-distribute, or otherwise use the content other than in accordance with the Agreement; (iii) reverse engineer, decrypt, break or otherwise alter, interfere with, or attempt to circumvent, any software, device or other technological measure, including without limitation the security framework incorporated into software, content and your wireless device, intended to control access to or to protect the content; (iv) interfere with, or attempt to interfere with, the operation, use or enjoyment of the content or content services by others; (v) tamper or interfere with, use other than as permitted by this Agreement, or otherwise attempt to gain unauthorized access to, any server or other computer system or network, whether owned by Helio or others, used to provide or otherwise related to the content or content services; or (vi) authorize, assist or encourage others to do any of the activities prohibited of you by (i) through (v) above. You agree to immediately notify Helio of any activities, by you or others, in violation of this section. In the event that you lose access to content you have purchased, regardless of the reason for such loss, including without limitation the failure of your wireless device or computer, Helio will not be required to make such content available to you free of charge although Helio may, in its sole discretion, make commercially reasonable efforts to do so.

Helio’s rights to license to you certain of the content may expire or may be changed, at any time and without notice. In such event, Helio will not extend your rights to such content, and will not provide any reimbursement of any fees or other amounts paid to Helio in connection with such content, although you may contact Helio to request replacement content. Helio will not be required to provide any such replacement content, although Helio may, in its sole discretion, make commercially reasonable efforts to do so.

Use of certain content is generally restricted by law to those 18 years of age or older (“adult content”). Adult content are intended by Helio for use only by those 18 years of age or older. BY USING ADULT CONTENT, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE. YOU FURTHER HEREBY REPRESENT AND WARRANT YOU WILL NOT, UNDER ANY CIRCUMSTANCE, PERMIT ANYONE UNDER THE AGE OF 18 TO ACCESS THE ADULT CONTENT ON HELIO SERVICE, OR TO CONSUME CONTENT PROVIDED IN CONNECTION WITH ADULT CONTENT.

CHAPTER 9: ROAMING

You may or may not be subject to "roaming" charges, depending on your Membership. Use of your device is considered "roaming" when you utilize services outside of your home area (if you have one) or when you utilize another service provider’s network. Your device may sometimes connect to and roam on another company’s network even when there is a Helio network available. Please pay attention to your device, and if you have any questions about what it is telling you regarding roaming, please contact us. There may be extra charges (including charges for long distance, tolls, or calls that don’t connect) and higher rates for roaming calls, depending on your Membership.

CHAPTER 10: UNLIMITED DOES NOT MEAN UNREASONABLE

Helio unlimited data service plans may be used for the following purposes: (i) Internet browsing; (ii) e-mail; and (iii) intranet access (including access to corporate intranets, e-mail and individual productivity applications like customer relationship management, sales force and field service automation if available). HELIO UNLIMITED DATA PLANS CANNOT BE USED WITH SERVER DEVICES, HOST COMPUTER APPLICATIONS OR OTHER SYSTEMS THAT DRIVE CONTINUOUS HEAVY TRAFFIC OR DATA SESSIONS. EXAMPLES OF SUCH PROHIBITED USES INCLUDE, WITHOUT LIMITATION, WEB CAMERA POSTS OR BROADCASTS, CONTINUOUS JPEG FILE TRANSFERS, AUTOMATIC DATA FEEDS, TELEMETRY APPLICATIONS, AUTOMATED FUNCTIONS OR ANY OTHER MACHINE-TO-MACHINE APPLICATIONS. ALL USE OF WIRELESS DATA SERVICE IS SUBJECT TO USE RESTRICTIONS AS SET FORTH IN THE HELIO ACCEPTABLE USE POLICY. Such data sessions cannot be used as a substitute for private lines or frame relay connections. We reserve the right to deny or terminate service, without notice, to anyone who uses Helio service in any manner prohibited above or whose usage as determined by Helio is excessive or abusive that detrimentally impacts our service or network. Generally, excessive or abusive usage is characterized by monthly EVDO data usage of 160 megabytes or more. Wi-Fi usage is unlimited unless otherwise stated for a particular product or service.

CHAPTER 11: SETTLING DISPUTES (IF WE HAVE THEM)

We hope that there are no problems between you and Helio, but if this should happen, you agree to SETTLE DISPUTES EXCLU-SIVELY BY ARBITRATION, except for certain small claims. You and Helio agree to arbitrate all disputes and claims arising out of or relating to this Agreement, or to any prior oral or written agreement for equipment or services between Helio and you. As the only alternative to arbitration, either party may bring an individual action in small claims court. Except to the extent prohibited by law, all claims must be filed within two years of the date the claim arises. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate ("Arbitration Notice"). The Arbitration Notice to Helio should be addressed to: General Counsel, Helio 10960 Wilshire Blvd., Suite 700, Los Angeles, CA 90024. The Arbitration Notice must (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought. If you and we do not reach an agreement to resolve the claim within 30 days after the Arbitration Notice is received, you or Helio may start an arbitration proceeding with the American Arbitration Association ("AAA") which will settle the matter. The arbitration shall be governed by the Wireless Industry Arbitration Rules of the AAA and the Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement, and shall be administered by the AAA. The AAA rules and procedures are available online at www.adr.org or by calling the AAA at 800-778-7879. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The location of the hearing, if any, shall be in Los Angeles, California. The arbitrator shall apply the law of the state of California unless pre-empted by federal law. CLASS ACTION WAIVER: Whether in small claims court or arbitration, you and we may only bring claims against each other in an individual capacity and not as a class representative or a class member in a class or representative action. You also agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. And, if this specific provision is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. If you are a California resident, you are entitled to the following information:

1. The service is provided by Helio LLC, 10960 Wilshire Blvd., Suite 700, Los Angeles, California 90024. Phone: (310) 312-3900.
2. Charges vary depending of the type of service. Current pricing may be obtained from our Website at www.helio.com. Helio reserves the right to change prices and institute new fees at any time upon 30 days prior notice.
3. Complaints and questions about the service should be directed to Helio Customer Service at 1-888-88-HELIO. If you are not happy or content after speaking with Helio Customer Service, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by phone at (916) 445-1254.
4. Actions arising from this Agreement may be brought in an appropriate California small claims court.

CHAPTER 12: THE OTHER LEGAL STUFF

Helio may change this Agreement, Memberships and our policies in a variety of ways, including, but not limited to the following:

• We may change or terminate service rates and plans with 30 days prior notice to you;
• We may transfer your service to another provider;
• We may change features of the service at any time; and
• We may change the Membership Agreement, the Acceptable Use Policy, and the Privacy Policy and other policies, which can be found on our Website, at any time.

We may provide notice of changes by posting those changes to our Website, sending you e-mail notification, or using other methods of notice. If you choose to continue using the service after we provide notice of a change, you are deemed to have accepted the changes. If the changes have a material adverse effect on you, however, you can cancel your affected service without incurring an Early Termination Fee, by calling us within 60 days after we send you notice of the change. You may not change the terms of this or any other Helio policy without the express prior written consent of Helio. Always use your device in a safe manner that does not create a risk to your safety or the safety of others around you. For example, it can be dangerous for you to engage in stressful or emotional conversations on your device, or otherwise become distracted while driving. Be aware of and comply with the laws that apply to you when you are driving. Become familiar with your device and its features. When possible, use a device that allows you to talk on your device without holding it when you are driving. These accessories are often called hands-free devices. If you need to make or answer a call while driving and are experiencing heavy traffic or bad weather conditions, park your vehicle in a safe area before making or answering a call. Do not take notes, look up numbers or engage in stressful or emotional conversations while driving. Do not use your device while driving in locations that prohibit such use. Only use your device with approved accessories available at a Helio store or authorized distributor. You may not assign your rights or delegate any of your duties under this Agreement without the prior written consent of Helio, and any attempted assignment or delegation without such consent shall be void. Helio may assign all or part of this Agreement or your debts under this Agreement without notice. Helio may subcontract any work, obligations or other performance required of Helio under this Agreement without your consent. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Helio will amend or replace such provision with one that is valid and enforceable and that achieves, to the extent possible, the original objectives and intent of Helio as reflected in the original provision. You shall indemnify and hold Helio harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney’s fees and expenses that Helio may sustain or incur by reason of any breach or alleged breach of any term or condition of this Membership Agreement, the Acceptable Use Policy, and Helio’s other agreements and policies and for any act or omission of you or your clients which are in any way related to the service. If you receive any software from Helio, whether already installed on a device you purchased from Helio, downloaded by you from our Website, or contained on a disk, your use of such software is subject to the end user license agreement included with the applicable software. Except as otherwise set out in this Agreement, this Agreement is governed by California law without regard to the conflicts of law principles thereof.

CHAPTER 13: DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

If you believe that material on or linked to by the Helio websites, or otherwise being provided in connection with the Helio services, infringes one or more of your copyrights, please immediately notify Helio’s Copyright Agent by means of a mailed or faxed notice (“infringement notice“) providing the information described below. If Helio takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to Helio. Please be advised that you may be held liable for damages based on certain material misrepresentations contained in an infringement notice. Thus, if you are not sure content located on or linked-to by Helio infringes your copyright, you should consider first contacting an attorney.

All infringement notices should include the following:

• A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;
• An identification of the copyright claimed to have been infringed;
• A description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit Helio to find and positively identify that material;
• Your name, address, telephone number and email address; and

A statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (ii) under penalty of perjury, that all of the information contained in your infringement notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf. infringement notices should be sent to the following:

By mail:
Helio LLC
Attn: Helio Copyright Agent
10960 Wilshire Boulevard
Suite 700
Los Angeles, CA 90024

By fax:
Helio Copyright Agent
310-966-1372

CHAPTER 14: THE TOTAL HAPPINESS GUARANTEE

THIS POLICY IS SUBJECT TO CHANGE AT ANY TIME. Helio offers a 30-day, Total Happiness Guarantee for handset devices and accessories and up to 120 days for other wireless communications instruments that only have data capability. During this period, one exchange of a device is allowed per wireless service activation or upgrade, and one exchange of an accessory per purchase. With the Helio Total Happiness Guarantee, you must return your equipment with all original packaging and all accessories (such as manuals, packaging, battery, charger, ear bud, cables, etc.) in like-new condition with no visible damage within 30 days (or within120 days for data only wireless communication device) of purchase to receive a full refund. If you cancel service within 30 days (or within 120 days for data only wireless communication device) of the purchase of your device, but do not return your device with all original packaging and materials in like-new condition as required, you will be responsible for payment of the $175 Early Termination Fee in addition to all airtime, access and other applicable charges incurred prior to the termination of your service. A fee will be charged for any device returned without all accessory components. The 30-day period (or 120 day period for data only wireless communication devices) begins on the date of purchase, or for members migrating or porting from another service, begins on the day the port is complete. If you follow these rules and return your device and all accessories under the Total Happiness Guarantee, you will also receive a full refund of any initiation fee paid and the Early Termination Fee will be waived. In addition, for handset devices and associated accounts, we’ll help you reestablish service with your previous provider, including paying up to $50 toward reactivation with your previous provider with proof you incurred or will incur such fees to Helio’s satisfaction. You will only be responsible for your prorated Membership fee for the monthly plan you were on, taxes and applicable surcharges, and any overage and usage charges. Members purchasing via Helio.com should send returns to the Helio warehouse at:

HELIO LLC SKE1 501 Airtech Parkway
RETURNS-Door 23
Plainfield, IN 46168

Do not return your device after 30 days of purchase or port completion (120 days for data only wireless communication device). If you return your device after 30 days of purchase or port completion (120 days for data only wireless communication devices), you will not be entitled to a refund and your device will not be returned to you. Helio will waive Early Termination Fees for service terminated within the 30-day Total Happiness Guarantee period (or 120 day period for data only wireless communication device), provided that the device(s) associated with such service are returned within that period. In the event a customer returns their device and cancels service within the 30-day timeframe (or 120-day timeframe for data only wireless communication device), all other charges will apply for that month, including the monthly Membership charge(s). All devices and accessories must be returned to the original place of purchase. Devices purchased at a Helio owned retail store can be returned at any other Helio owned retail store with an original receipt. Customers that upgrade or purchase through an agent or national retailer should return their purchase to the location of purchase. The agent or dealer’s rules for returns shall apply to the purchase. Purchase price of the device and accessories will be used to determine the refund amount. Exchanges for other device/accessory with different retail prices than the initial device/accessory will require payment for the difference for a higher priced item or result in a credit for a lower priced item. If the member wishes to keep the device but not the service, Member shall have the option to keep the device at the MSRP, based on pricing model. Devices delivered pursuant to insurance claims cannot be returned or exchanged under our Total Happiness Guarantee though Equipment Warranty rules may apply. This policy does not affect manufacturer’s warranty. Refunds will be issued based on the method of payment. Refunds for check purchase will have a 10 business day waiting period before a check or cash refund is issued. All returns must be in like-new condition with original packaging and the original customer receipt and refunds will only be granted to the purchaser whose name appears on the receipt. Equipment is not eligible to be returned if the UPC code for the box is missing or a rebate form has been submitted. At our discretion, we may decline your return or charge you a fee for missing items or items that we determine in our sole discretion are damaged or require service. Helio reserves the right to deny a refund or an exchange at any time including during the Total Happiness Guarantee period at its sole discretion. Opened software purchased separately may be exchanged only for the same exact item at a Helio Store and may not be returned for refund. Before returning or exchanging any product that has data stored in its memory, please transfer and save any files you wish to retain. Once the product is returned, your data cannot be recovered. If you paid a security deposit, it may take up to 60 days to process the return of your security deposit. The charges for any service used on the account before the service termination date or any other amounts you owe will be applied against your security deposit.

Eligible Defective Device Exchanges:

If you experience a malfunction as a result of a manufacturing defect after the return and exchange period but within the first year that you own the device, Helio will either exchange your device for a like unit or one of comparable quality at no cost to you, or assist you in sending the device to an authorized repair facility, at the sole discretion of Helio. If you choose to exchange your device, the device you receive may be reconditioned. Once you exchange your device, we will not be able to return your original equipment to you. If you have difficulty with the exchanged unit, Helio may replace it with another reconditioned unit, subject to availability. The exchanged unit will carry the remaining warranty period from the original device or a total of 90 days, whichever is greater. Devices subjected to neglect, misuse, water damage, wear and tear beyond what is considered normal and the like are not eligible for any return or exchange program. This policy does not limit or supersede any existing manufacturer’s warranty. This program may be considered to be a "warranty" or "service contract" in certain states. In these states, please refer to the Helio Website, warranty brochure or Membership Agreement for details.

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