Terms of Use

Last updated: January 4, 2017

 

LEGAL LANGUAGE

PLAIN LANGUAGE

Please read the following terms of use (“Terms of Use”) before using Helpful.

By accessing and using Helpful, you as an individual agree to be bound by these Terms of Use.

Everyone who uses Helpful agrees to the terms here.

SUBSCRIPTION

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. If you sign-up to one of Helpful’s subscription packages on behalf of your company, you agree that your subscription offer will be incorporated into these Terms of Use by reference.

Use accurate profile information – after all, it’s a directory.

If you think someone is hacking your account, let us know right away.

AUTHENTICATION

To access Helpful’s features, you will be required to authenticate yourself (or your company will do it on your behalf). If you are responsible for providing access to, and revoking access from, other users within your company, you agree to undertake reasonable efforts to provide accurate user information, keep it up-to-date, and revoke access when users are no longer permitted to access your instance of Helpful.

For all users of Helpful, you agree to immediately notify Helpful of any unauthorized use of Helpful using your credentials, 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 account, 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 or your company’s 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.

LINKING

It is our goal to provide helpful Content our users. In that context, Helpful might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from Helpful and that we have no control over the content of such websites. Consequently, you agree that Helpful will not be held liable and makes no warranty, condition or representation whatsoever as to the accuracy, timeliness or completeness of the information contained on such third party websites.

The links that we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

Third parties that are accessible from Helpful are not part of the product – be on your guard out there.

USER CONDUCT

As a condition of your continued access to and use of Helpful, you agree to abide by all applicable federal, provincial, state, territorial and other laws and regulations and the “Code of Conduct” set out below. Specifically, you agree not to:

  1. upload, post, e-mail or otherwise transmit any material that:
    (i) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other forms of solicitation;
    (ii) infringes any patent, trade-mark, trade secret, copyright or other proprietary or privacy rights of any party;
    (iii) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable, or an unfair product comparison; or
    (iv) contains any form of destructive software such as a virus, worm, Trojan horse, malware or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
  2. harvest or otherwise collect or store any information (including personal information) about other users of Helpful, including e-mail addresses, without the express consent of Helpful and such users;
  3. for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through Helpful;
  4. attempt to gain unauthorized access to Helpful, other computer systems or networks connected to Helpful; and
  5. interfere with or disrupt networks or servers connected to Helpful or violate the policies or procedures of such networks.

No spamming, no stealing, no harassing, no destroying, and no hacking.

INTELLECTUAL PROPERTY

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:

  1. you notify Helpful.com Inc. in writing within 30 days of the claim;

  2. Helpful.com Inc. has sole control of the defense and all related settlement negotiations; and

  3. you provide Helpful.com Inc. with the information, assistance and authority to enable Helpful.com Inc. to perform its obligations under these Terms of Use.

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:

  1. procure for you, at Helpful.com Inc.’s expense, the right to continue to use Helpful;

  2. replace or modify Helpful at Helpful.com Inc.’s expense so that Helpful becomes non-infringing, but substantially equivalent in functionality; or

  3. 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.

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.

UNLESS YOU ARE ALSO A CUSTOMER DEFINED IN THE CUSTOMER TERMS OF SERVICE, HELPFUL, INCLUDING ITS CONTENT AND SERVICES, ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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:

  1. 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;
  2. 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
  3. 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.

No punitive damages.

No consequential and related damages either.

No such damages even if there’s a claim for a fundamental breach.

INDEMNITY

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 Use, 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.

PRIVACY

Helpful respects your right to privacy of your personal information. Please review our Privacy Policy for details on the manner in which we collect, use, disclose and otherwise manage your personal information.

Please see our Privacy Policy (available on our website or through our apps).

CHANGES AND TERMINATION

Helpful reserves the right to change these Terms of Use at any time and to notify you by posting an updated version of the Terms of Use on this website. You are responsible for regularly reviewing the Terms of Use, 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 Use (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 Use from time to time and notify you when we do.

TRADEMARKS

“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.

APPLICABLE LAWS

Unless the applicable laws of your jurisdiction require that the laws of your jurisdiction govern, these Terms of Use 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 Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use 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 Use 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.

NOTICE

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms of Use 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 Use please contact us at:
Email: david@helpful.com
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 use on our website.

Email david@helpful.com with any questions.

If you have any doubts, the legal language is what's binding.