Helmsay is a Windows desktop app for building VRChat and VTuber avatars from a description, photos, or video you have permission to use.
Contact support@helmsay.com.
Helmsay Terms of Use
Version 2026-10-14
TODO: [COMPANY LEGAL NAME] and TODO: [COUNTY] will be filled in before this draft is final.
DRAFT - pending attorney review These terms are a draft for [COMPANY LEGAL NAME], which expects to be a Washington limited liability company. They are not legal advice and they are not in effect until an attorney has reviewed them and the company adopts them. Words like "Helmsay", "we", and "us" mean [COMPANY LEGAL NAME]. "You" means the person who creates an account or uses the Helmsay desktop app, the Helmsay server, or the Helmsay website. Helmsay is a Windows desktop app for building VRChat and VTuber avatars. The public contact address is support@helmsay.com. [COMPANY LEGAL NAME], [COUNTY], and [CONTACT EMAIL] in this draft are TODO placeholders. 1. The app and the website These terms cover the Helmsay desktop application and the Helmsay server and website, including accounts, the public gallery, cloud sync, and paid plans. If you use Helmsay, you agree to these terms, the Privacy Policy, the Acceptable Use & Content Policy, and the Copyright/DMCA Policy. Those documents are separate. You accept each one on its own. 2. You must be 16 or older You must be 16 or older to create an account or to use Helmsay. By checking the age box you say that you are 16 or older. We do not direct Helmsay at children under 16. 3. The license we give you We give you a personal, limited, non-exclusive, non-transferable, revocable license to install and use the desktop app, and to use the website and server, for your own avatar work. Paid features follow the plan you buy. We keep all rights we do not expressly give you. Helmsay, the app, and the website are licensed, not sold. 4. What you may not do Except where a law says we cannot stop you, you will not: - reverse engineer, decompile, or disassemble the app or the server - crack the app, bypass a license check, or share a way to do that - resell, rent, sublicense, or redistribute the app or a paid plan - scrape Helmsay to build or train a competing product - copy the app except for one normal backup of your own install - remove a copyright or draft notice If a law in your area lets you reverse engineer for interoperability, that law controls that narrow activity. It does not let you crack a license or republish the app. 5. Your content and the gallery You keep ownership of the avatars, text, images, and other material you create. If you share a gallery post, you give [COMPANY LEGAL NAME] a non-exclusive, royalty-free license to host, store, reproduce, and display that post and its preview images for as long as the post stays on the service, including in backups we need to run the gallery. You can delete your post. Deleting it ends the public display license going forward. We may keep a copy for a short time where a copyright report, a legal duty, or a backup cycle requires it. You promise that you own or have the rights to anything you upload, including photos, videos, and gallery images, and that your upload does not violate someone else's rights. 6. Acceptable use The Acceptable Use & Content Policy is part of the deal. We may remove content or close an account that breaks it. 7. Copyright complaints The Copyright/DMCA Policy explains how a rights holder sends a takedown notice and how a poster sends a counter-notice. A gallery post that is reported is hidden right away. Unless a reporter confirms a lawsuit, sends proof, or we uphold the report, the post is published again after 14 days. That window is the same one described in the gallery rules (HELMSAY_GALLERY_RESTORE_DAYS, default 14). 8. Accounts You are responsible for your password and for what happens under your account. Give us accurate account information. We may refuse a name, close an account, or end a session if you break these terms, if we must do so to follow the law, or if the account is unused and unverified. An account that never confirms its email is deleted after 24 hours. You may stop using Helmsay at any time and ask us to delete the account. 9. Subscriptions, trials, and refunds Paid plans are sold through Paddle. Paddle is the merchant of record. Paddle charges you, handles tax and receipts, and handles refunds under Paddle's buyer terms. You enter card details on Paddle's pages. Helmsay does not receive your full card number. A free trial, when we offer one, does not ask for a card. Trials are one per account. Managing or canceling a paid plan happens in Paddle's customer portal. Canceling stops the next renewal. Access for a period you already paid for lasts until that period ends, unless a full refund or a chargeback removes it sooner. We do not control Paddle's refund decision. Render-minute credits, when cloud render packs are offered, do not expire. A failed cloud render job is refunded automatically. Cloud render is not sold as a dollar balance. A customer in the European Union may withdraw from unused credit within 14 days. Asking Helmsay to start a cloud render, or spending the credit, is consent that this withdrawal right ends for the credit that was used. Unused credit in that 14-day window can still be withdrawn by emailing support@helmsay.com. 10. AI-generated output and third-party tools Helmsay helps you run third-party tools, including AI model, texture, and voice tools, Blender, Unity, and VRChat's pipeline. Output can be wrong, incomplete, or similar to someone else's work. You decide whether to use it. Third-party tools and services have their own terms and their own outages. VRChat, Steam, and Unity can change their software, limits, or rules. We do not control those companies and we do not promise that a project you make today will upload or perform the same way later. 11. Disclaimers THE APP, THE WEBSITE, THE SERVER, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT AI-GENERATED OUTPUT IS ACCURATE, ORIGINAL, OR SAFE TO PUBLISH, THAT THIRD-PARTY TOOLS OR SERVICES WILL KEEP WORKING, OR THAT VRCHAT, STEAM, OR UNITY WILL KEEP THE SAME BEHAVIOR. Some places do not allow an "as is" disclaimer. In those places it applies only as far as the law allows. 12. Liability cap TO THE EXTENT THE LAW ALLOWS, [COMPANY LEGAL NAME] AND ITS MEMBERS, WORKERS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOST GOODWILL. OUR TOTAL LIABILITY FOR A CLAIM ARISING OUT OF HELMSAY WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE OR (B) $50. THIS CAP DOES NOT APPLY WHERE THE LAW DOES NOT ALLOW IT, INCLUDING LIABILITY THAT CANNOT BE LIMITED FOR WILLFUL MISCONDUCT. 13. Your indemnity You will indemnify, defend, and hold harmless [COMPANY LEGAL NAME] and its members and workers from claims, damages, losses, and reasonable legal costs that come from your content, your uploads, your gallery posts, or your misuse of Helmsay, including a claim that you infringed someone's rights or broke the acceptable use rules. We will tell you about a claim we want you to cover. You will not settle it in a way that admits our fault or binds us without our written OK. 14. Disputes, arbitration, and class actions Please write to [CONTACT EMAIL] first and give us a fair chance to fix the problem. Except for the small-claims option below, you and [COMPANY LEGAL NAME] agree that any dispute, claim, or controversy arising out of these terms or Helmsay will be resolved by binding individual arbitration, not in court. The arbitration will be individual only. You and we waive any right to a class action, a class arbitration, a collective action, or a representative action. A court or an arbitrator may not consolidate your claim with someone else's claim. You and we waive a jury trial to the extent the law allows. Either you or we may bring an individual claim in small claims court instead of arbitration, if the claim qualifies and stays in that court. The small-claims court must be in [COUNTY], Washington. The arbitrator will apply Washington law as these terms describe it. The hearing will be in [COUNTY], Washington, or by video if you and we both agree. Either party may ask a court in [COUNTY], Washington for temporary or provisional relief to protect intellectual property or to stop misuse of an account. This arbitration clause survives the end of these terms. A court must decide whether this section is enforceable. If a waiver of class claims is found unenforceable for a particular claim, that claim proceeds in court and the rest of this section still applies to other claims. Counsel must review this section before it is used, including under the Federal Arbitration Act and Washington law. 15. Venue For any dispute that is not arbitrated, including a small claim and any claim a court says cannot be arbitrated, you and we agree to exclusive venue in the state or federal courts located in [COUNTY], Washington, and you consent to personal jurisdiction there. You and we waive objections of inconvenient forum. 16. Attorney fees If a dispute between you and [COMPANY LEGAL NAME] goes to a final judgment or a final award, the prevailing party is entitled to recover its reasonable attorney fees and costs from the other party, in addition to any other relief. This clause is mutual. It is intended to meet RCW 4.84.330, which requires a one-sided fees clause to be treated as mutual. It applies in court and in arbitration. 17. Time limit for claims You and we must bring a claim within one year after the claim arose. If the law does not allow that limit for a particular claim, the shortest time the law does allow applies instead. After that time the claim is barred. 18. Governing law These terms are governed by the laws of the State of Washington, without regard to conflict-of-law rules. The Federal Arbitration Act governs the arbitration agreement to the extent it applies. Washington law governs everything else in these terms. 19. Ending the agreement You may stop using Helmsay at any time. We may suspend or terminate your account or this license if you break these terms, if we are required to by law, or if we discontinue the service. Sections that should survive do survive, including ownership, your content license for material already lawfully kept, disclaimers, the liability cap, indemnity, disputes, fees, the time limit, and governing law. 20. Changes to these terms We may change these terms by posting a new version and changing the version id. If the version changes, you must accept the new version before you continue to use the account. The desktop app shows a blocking dialog. The website does the same. The server rejects continued use until the new version, the content hash, the time, and the client type (desktop or web) are stored for your account. Using an older accepted version is not enough. If you do not agree, stop using Helmsay and ask us to close the account. 21. Severability If a court or arbitrator holds that one part of these terms is unenforceable, that part is severed or narrowed to the minimum extent required, and the rest remains in effect. The class-waiver sentence in the disputes section has its own rule, written there. 22. Contact [COMPANY LEGAL NAME] [COUNTY], Washington [CONTACT EMAIL]