Customer Terms of Service
Last updated: January 4, 2017
Please read the following terms of service (“Terms of Service”) before using Helpful.
These Terms of Service apply to Customers, meaning the company, corporation, charity, you as an individual if you are a sole proprietor, or the other legal entity that organizes the users of the Helpful service. All references in these Terms of Service to “you”, or “your” apply to Customer.
By your accessing and using Helpful, you agree to be bound by these Terms of Service.
Every entity using Helpful agrees to the terms here.
Helpful offers subscription packages that enable access to various features on Helpful. Helpful’s offers may be posted on helpful.com or otherwise made available by Helpful.com Inc. (“we”, “us”, “our”). The specific features, term, and price will be outlined in any offer. You agree that your subscription offer will be incorporated into these Terms of Service by reference.
Your pricing and feature offerings have been provided to you elsewhere and are part of this agreement.
To access Helpful’s features, your Authorized Users will be required to authenticate themselves. In consideration of Authorized Users accessing and using Helpful, you agree to undertake reasonable efforts to provide accurate user information, to keep it up-to-date, and to revoke access when such users are no longer permitted to access your instance of Helpful.
You agree to immediately notify Helpful of any unauthorized use of your Helpful instance or any other breach of security you suspect or become aware of.
Use accurate profile information – after all, it’s a directory.
If you think someone is hacking your instance of Helpful, let us know right away.
OWNERSHIP / RESTRICTIONS ON USE
All derivative works and proprietary compilations and representations of data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, trade names and other information including, without limitation, the “look and feel” of Helpful (collectively, the “Content”) are proprietary to Helpful or its third-party licensors. The Content is protected by Canadian, United States, and international copyright and trademark laws.
With the exception of data that you supply to Helpful as part of your integration with Helpful, including but not limited to employee names, contact information, titles, and employment data, you may otherwise not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content without the express prior written consent of Helpful.
Helpful is proprietary and protected software.
Helpful.com Inc., at its sole expense, agrees to defend and indemnify you against any claim that Helpful infringes any Canadian or US: (i) copyright; (ii) patent; or (iii) other intellectual property right, provided that:
- you notify Helpful.com Inc. in writing within 30 days of the claim;
- Helpful.com Inc. has sole control of the defense and all related settlement negotiations; and
- you provide Helpful.com Inc. with the information, assistance and authority to enable Helpful.com Inc. to perform its obligations under these Terms of Service.
Helpful.com Inc. further agrees that if your Authorized Users are prevented from using Helpful due to an actual or claimed infringement of any Canadian or US: (i) copyright; (ii) patent; or (iii) other intellectual property right, then at Helpful.com Inc.’s option, and as its entire obligation to you with respect to such claims, Helpful.com Inc. shall promptly either:
- procure for you, at Helpful.com Inc.’s expense, the right to continue to use Helpful;
- replace or modify Helpful at Helpful.com Inc.’s expense so that Helpful becomes non-infringing, but substantially equivalent in functionality; or
- in the event that neither (a) or (b) are reasonably feasible, terminate our agreement as to the use of Helpful and return to you any fees for the infringing subscription, in which case you rights with respect to the use of Helpful shall be terminated.
Notwithstanding the provisions in this Intellectual Property section, Helpful.com Inc. shall have no liability for any claims of infringement to the extent that such claims result from your use of Helpful in combination with programs, equipment or devices that are not of Helpful.com Inc.’s origin or selection, or use of Helpful in a manner not contemplated by Helpful.com Inc. Except for those amounts outlined above, you agree to indemnify and hold Helpful.com Inc. harmless against any and all losses, liabilities, awards and costs (including legal fees and expenses) arising out of or related to any third party claim that results from your use of Helpful, rather than Helpful itself.
Helpful will not infringe your IP.
If you’re prevented from using Helpful due to an IP infringement claim, we’ll make it up to you by providing Helpful for the period of the downtime.
If you claim that Helpful infringes your IP but your claim is based on your use of other software, Helpful won’t be liable.
SERVICE LEVEL OR UPTIME GUARANTEE
Downtime is calculated on the basis of minutes in a monthly billing cycle for which Helpful is guaranteed to be available but (i) is unavailable for your Authorized Users to login and (ii) the time that your Users are attempting to login. Helpful.com Inc. will refund or, if available, discount your next billing cycle by, the amount of money you paid or you owe in or for a billing period multiplied by the proportion of Downtime to the time in your billing period.
If Helpful isn’t working for you for the time that Helpful guaranteed it would, we’ll refund (or discount) the proportion of your bill for the time it wasn’t working.
DISCLAIMER / LIMITATION OF LIABILITY
The laws of certain jurisdictions do not allow the exclusion or limitation of legal warranties, liability or certain damages or limitations of representations made concerning goods or services. If these laws apply to you, some or all of the below exclusions or limitations may not apply to you.
Although we strive to update and keep accurate as much as possible the Content contained on Helpful, errors and/or omissions may occur.
ACCORDINGLY, HELPFUL, INCLUDING ITS CONTENT AND SERVICES, ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT FOR THOSE EXPRESSLY GIVEN IN THESE TERMS OF SERVICE. HELPFUL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HELPFUL DOES NOT WARRANT THAT THE FUNCTIONS ON HELPFUL WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SAVE AND EXCEPT FOR ANY LIABILITY RELATING TO INTELLECTUAL PROPERTY RIGHTS, THE PARTIES AGREE THAT:
- Limitation of Liability. EACH OF THE PARTIES’ TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY AND ALL DIRECT, COMPENSATORY LOSS OR DAMAGES, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE INTENDED FULFILLMENT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE STRICTLY LIMITED IN THE AGGREGATE FOR ALL CLAIMS MADE TO THE AMOUNT OF THE FEES ACTUALLY PAID BY YOU AND COLLECTED BY HELPFUL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT GAVE RISE TO THE MATTER FOR WHICH DAMAGES ARE SOUGHT;
- Punitive Damages. NEITHER PARTY SHALL SEEK, APPLY FOR OR OTHERWISE CLAIM ANY EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER, OR HOWSOEVER INCURRED, IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER;
- Exclusion of Consequential and Related Damages. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COMPENSATION OR LOSS OF PROFITS, ANTICIPATED REVENUE, SAVINGS OR GOODWILL, OTHER ECONOMIC LOSS OF THE OTHER PARTY OR ANY COSTS, EXPENSES OR INTEREST RELATED THERETO, UNDER ANY THEORY OF LAW OR EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND
- Fundamental or Essential Breach. THIS SECTION SHALL APPLY EVEN IN THE EVENT OF A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR AN ESSENTIAL OR FUNDAMENTAL BREACH OF THIS AGREEMENT.
We’ll try hard, but we can’t guarantee that Helpful will be uninterrupted or error-free.
Either Parties’ liability is limited to the fees actually paid to Helpful in the preceding 12 months.
No punitive damages.
No consequential and related damages either.
No such damages even if there’s a claim for a fundamental breach.
You agree to indemnify Helpful.com Inc., its officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from your (or anyone acting under your credentials’) use of Helpful, or any alleged violation by you of these Terms of Service, including, without limitation, the Code of Conduct.
If you violate these terms, you agree to indemnify Helpful (and the other parties here) for any losses.
CHANGES AND TERMINATION
Further, Helpful reserves the right to change these Terms of Service at any time and to notify you by posting an updated version of the Terms of Service on this website. You are responsible for regularly reviewing the Terms of Service, including, without limitation, by checking the date of “Last Update” at the top of this document. Continued use of Helpful after any such changes shall constitute your consent to be bound by such changes.
Your only right with respect to any dissatisfaction with (1) these Terms of Service (2) any policy or practice of ours in operating Helpful or (3) any Content available through Helpful, is to stop visiting and using our service.
We will update these Terms of Service from time to time and notify you when we do.
“Helpful” is a trademark of Helpful.com Inc. Other marks, graphics, typefaces, trademarks and logos appearing on the Website are trademarks or trade dress of Helpful. All other trademarks appearing in connection with Helpful’s website, user interfaces and services are property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.
“Helpful” and the stuff we made in our app are our trademarks.
Unless the applicable laws of your jurisdiction require that the laws of your jurisdiction govern, these Terms of Service shall be governed by and construed in accordance with the laws in effect in the Province of Ontario, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.
If any provision of the present Terms of Service shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
These Terms of Service shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act.
Unless otherwise agreed in writing, these Terms of Service and any and all other legal notices or statements posted on the Website constitute the entire agreement between you and Helpful with respect to the use of Helpful, including the Content.
These Terms are governed by the laws of Ontario, Canada unless your laws say that's impossible. They're not governed by the UN international laws listed.
If the applicable laws render any of these terms unenforceable, the enforceable terms will remain intact.
Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms of Service or to the services offered by the Website, by posting notices or links to such notices on the Website itself.
If you have any questions or comments regarding these Terms of Service please contact us at:
Mail: David Pardy c/o Helpful, 691 St. Clair Ave W, Toronto ON, M6C1B2, Canada
We will email you notices and post changes to our terms of service on our website.
Email email@example.com with any questions.
If you have any doubts, the legal language is what's binding.