Terms of Service Agreement

Effective Date: May, 27, 2019


Welcome to Helpful by Helpful, Inc. The access and use of our website Helpful.io (the “Site”), its platforms, content, tools, and services (together, the “Platform”) are offered to you subject to the terms of service set forth in this Terms of Service Agreement, together with our Privacy Policy (www.helpful.io/privacy) and Data Processing Agreement (www.helpful.io/dpa) (collectively, the “Agreement”).

The Site and the Platform are owned and operated by Helpful Inc. (“Helpful”, “we”, “our” or “us”). By accessing or using the Site and Platform, you accept this Agreement and any modifications that we may make to this Agreement from time to time. We may update the Agreement at any time. You may view the most recent version at http://www.helpful.io/tos is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Platform following such changes, you agree to the most current version of this Agreement. This version of the Agreement supersedes all earlier versions and comprises the entire agreement between you and Helpful regarding the Platform.

Violation of any of these agreements will result in the termination of your account. You agree to use the Platform at your own risk and understand that Helpful cannot and is not responsible for any content posted using the Platform or on the Platform, nor to monitoring any information uploaded to the Platform.

If you do not agree to any provision of this Agreement, you should not use the Platform.

1. The Platform

The Platform is as described throughout the Site as may be amended from time to time. This Agreement is applicable to Users who (i) initially set up a Helpful group (a “Group”)(“Owners”); (ii) manage it (“Administrators”),or (iii) who are invited by Administrators to join a Group (“Member”). The term “User” encompasses all users, including Owners, Administrators and Members. An Owner must also be an Administrator and a Member. Groups may have additional Administrators, and all Administrators must also be Members.

We process data concerning all Users of our Platform and visitors to our Site. Such data is processed in accordance with our Privacy Notice, which is located at (www.helpful.io/privacy).

If Helpful offers downloads or use of software on the Site, such software (including any files, software, products, API’s and services, including any of the foregoing which are provided by Helpful’s partners) may be subject to a separate agreement which shall prevail over any of the terms herein.

2. Eligibility to Use our Services

If you are a User, then you hereby warrant the following: (i) you are over 18 years of age, or if you are a corporation, the corporation is valid and allowed to enter into this Agreement. If you are under 18 and over 16, you obtained your parents’ consent to these terms of use. If you are under 16 years old, do not use the Platform or the Site.

A User may not use the Site and the Platform if the User is a person barred from using the Site or the Platform under the laws of the United States or other countries including the country in which you are resident or from which you use the Site and/or the Platform. Subject to applicable law, Helpful may, in its sole discretion, refuse to offer the Site and the Platform to any person or entity and change its eligibility criteria at any time.

3. User Accounts

The services made available on the Platform require you to open an account; you must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form. You will choose a password and a username. You are responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify Helpful immediately of any unauthorized use of your account or any other breach of security. Helpful will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else’s account at any time.

4. Administrators

Each Group shall be managed by an Administrator. By using the Platform each Member acknowledges the Administrator’s authority to (i) add any Member to the Group at Administrator’s discretion; (ii) remove any Member from the Group at Administrator’s discretion; (iii) discontinue the use of the Group; (iv) add a Member as an additional Administrator of the Group; (v) cease his role as an Administrator of the Group and appointing a Member as an Administrator instead; (vi) delete or remove any content from the Group which in Administrator’s discretion is inappropriate or unsuitable; (vii) remove communications which are abusive, illegal, or disruptive, or that otherwise fail to conform with these Terms of Use; or (viii) take any other action that the Administrator considers appropriate for the management of the Group.

If the Administrator is subject to the GDPR, he/she can also accept our Data Processing Agreement, available at (www.helpful.io/dpa).

5. Content

Each User is solely responsible for his/her own communications, the consequences of posting those communications, and reliance on any communications found using the Platform. Helpful is not responsible for the consequences of any communications in any of the Helpful Groups.

By using the Platform, you agree not to take any of the following actions:

  • Using the Platform for any purpose in violation of local, state, national, or international laws.
  • Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content.
  • Use an image that is not your likeness or a head-shot photo for your profile.
  • Create a false identity.
  • Misrepresent your identity, including but not limited to the use of a pseudonym.
  • Create an account for anyone other than yourself (a real person).
  • Use or attempt to use another’s account.
  • Harass, abuse or harm another person.
  • Send spam or publish other unwelcomed communications to others.
  • Post anything that contains software viruses, worms, or any other harmful code, or post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by Helpful.
  • Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work).
  • Act in an unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable manner.
  • Disclose information that you do not have the right to disclose (such as confidential information of others.
  • Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights.
  • Violate the intellectual property or other rights of Helpful.
  • Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Platform.
  • Copy or use the information, content or data of others available on the Platform (except as expressly authorized).
  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology, or any part thereof.
  • Share or disclose information of others without their express consent.
  • Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” on the Platform or any related data or information.
  • Use bots or other automated methods to access the Platform, or
  • override any security feature of the Platform.

In case of breach of this Agreement Helpful may, at its sole discretion, take any or all of the following:

  • Record the dialogue in the Group.
  • Investigate an allegation that communications do not conform with this Agreement and determine in its sole discretion to remove or request the removal of such communications.
  • Remove communications which are abusive, illegal, or disruptive, or that otherwise fail to comply with these Terms of Use.
  • Terminate or limit a User’s access to the Platform or to certain Groups upon any breach of this Agreement.
  • Monitor, edit, or disclose any communication in any Group.
  • Edit or delete any communication(s) posted using the Platform, regardless of whether such communication(s) violate this Agreement.
  • Helpful or its licensors have no liability or responsibility to Users or any other person or entity for performance or nonperformance of the activities set forth in Section.

6. Electronic Communications

When you contact us by sending emails to us, you are communicating with us electronically and you agree to receive communications from us electronically. We will communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

7. Payments

Owners, you agree to pay us the applicable fees and taxes as set forth on our Pricing Page which can be found in your Account Preferences with respect to your Groups. Failure to pay these fees may result in the termination of your account. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

A valid credit card is required for paying accounts. Owners, you authorize us to store and continue billing your payment method (e.g. credit card). If your card expires we may suspend all premium services with respect to your Groups.

Owners, you must pay us for applicable fees and taxes unless you cancel the service, in which case you agree to still pay these fees through the end of the applicable subscription period.

Payment is billed in advance on an annual or monthly basis, depending on the account chosen by the Administrator. All payments are non-refundable. There will be no refunds or credits for partial months of using the Platform, or refunds for months unused with an open account. However, Owners who elected to pay on an annual basis and have requested to terminate the use of the Platform will be able to use unused months within 2 years from such termination.

Prices of all services are subject to change upon 30 days notice from Helpful. Such notice may be provided at any time by posting the changes to the Site.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

8. Cancellation and termination

You are solely responsible for properly cancelling your account, by using the settings in your account.

Helpful, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Platform for any reason at any time. Such termination will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Helpful reserves the right to refuse service to anyone for any reason at any time.

Following cancellation or termination of the services, Helpful may store or delete, at Helpful’s discretion, personal information. If you wish for Helpful to delete all your personal information, please contact us at info@helpful.io and we will delete such personal information within 24 hours.

9. Proprietary rights

The Site, the Platform and the content therein are proprietary to Helpful, excluding content created by Users, and all intellectual property rights related to the Platform and the Site are and shall remain Helpful’s exclusive property. Nothing in the Site or Platform grants any license or right to use any marks displayed therein without the written permission of the owner of the mark. User’s misuse of the marks displayed on the Site, the Platform or any other content on this Site is strictly prohibited.

10. Links to other websites

This Site may contain links and references to websites of others. Helpful may, from time to time, at its sole discretion, add or remove links to other websites. These links are provided solely as a convenience to Users, and access to any such websites is at User’s own risk. Users are recommended to review the information provided by third parties (such as, but not limited to, the terms of service and privacy policy of the relevant website) before accessing such websites. In no event will Helpful be responsible for the information contained in such websites, their practices or for your use of or inability to use such websites, or transmissions received from such sites. Each User expressly relieves Helpful from any and all liability arising from such use of any third-party website.

11. No warranty

Save to the extent required by law, Helpful has no special relationship with or fiduciary duty to you. It is understood and agreed that Helpful has no control over, and no duty to edit or review for accuracy or appropriateness any content provided by you or content provided by any User.

Helpful does not provide any warranty whatsoever, with respect to any Content provided by you or by any User. It is hereby made explicitly clear that Helpful shall not be held responsible for any acts and/or omissions on the part of any User. HELPFUL, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SITE AND PLATFORM “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. HELPFUL, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HELPFUL EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE ACCURACY OF THE DATA RESULTING FROM THE PLATFORM AND/OR ANY ACTIONS YOU MAY PURSUE OR REFRAIN FROM TAKING PURSUANT TO SUCH OUTPUT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE OR THE PLATFORM WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE.

12. Limitation of liability

IN NO EVENT SHALL HELPFUL, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR PLATFORM OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE. Neither Helpful nor its affiliated or related entities or its content providers are responsible or liable to any person or entity whatsoever for any direct or indirect loss, damage (whether actual, consequential, punitive, special or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information provided on the Platform or from the use of, or the inability to use any content or thereon. You specifically agree that Helpful is not liable for any defamatory, offensive, or illegal conduct of any User. If you are dissatisfied with the Site or the Platform or any materials thereon, or with these terms and conditions, your sole and exclusive remedy is to cease using the Site and Platform.

WITHOUT DEROGATING FROM ANY OF THE FOREGOING, OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, IF ANY, IN CONNECTION WITH THE SITE, THE PLATFORM OR THE AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US DURING THE THREE (3) MONTHS PRECEDING THE SERVICES GIVING RISE TO SUCH LIABILITY, IF ANY, AND IF NO SUCH SERVICES ARE APPLICABLE, THEN OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $1,000 USD. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND YOU.

13. Termination

Helpful may terminate your access to all or any part of the Platform at any time, with or without cause, or with or without notice, effective immediately, if at Helpful’s discretion you violate this Agreement. Such termination may result in the destruction of all information and data associated with your account. If you wish to terminate your account, you may do so by changing the settings in your account.

14. Governing Law; Dispute Resolution

The laws of the Commonwealth of Massachusetts will govern this Agreement, without regard to its conflict of law principles. Any and all legal claims, suits or actions that arise in connection with this Agreement and/or the Site or Platform, claimed against us shall be brought exclusively in the courts located Boston, MA USA. You agree that this Site shall be deemed a passive website that does not give rise to personal jurisdiction over Helpful, either specific or general, in jurisdictions other than Massachusetts.

15. Limitation of Claims

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, or the Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

16. Waiver and Severability

The failure of Helpful to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any of the provisions of this Agreement are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

17. Questions & Contact

Any questions or requests with respect to this Agreement should be addressed to info@helpful.io