Effective Date: January 2021
By signing up for an Helpi5 Account (as defined in Section 1) or by using any Helpi5 Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us” and “Helpi5” means the applicable Helpi5 Contracting Party (as defined in Section 4 below).
The services offered by Helpi5 under the Terms of Service include various products and services to help you (a) support contextual help content on third-party websites and (b) enable third-party web administrators to monitor, manage, curate and create content to enhance user experience on their websites. Any such services offered by Helpi5 are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall also be subject to the Terms of Service. Helpi5 reserves the right to update and change the Terms of Service by posting updates and changes to the Helpi5 website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service before you may sign up for a Helpi5 Account or use any Helpi5 Service.
1. ACCOUNT TERMS
- To access and use the Services, you must register for a Helpi5 account (“Account”) by providing your full legal name, phone number, a valid email address, and any other information indicated as required. Helpi5 may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by Helpi5 for the purposes of carrying on a business activity and not for any personal, household or family purposes.
- You acknowledge that Helpi5 will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your password secure. Helpi5 cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Helpi5 may result in an immediate termination of your Services.
- RIGHTS, LICENSES AND USE RESTRICTIONS
- Helpi5 Proprietary Rights. You acknowledge and agree that the Helpi5 Offering, collectively and each of its individual components, are proprietary to Helpi5 and protected under applicable intellectual property and related laws.
- License to Helpi5 Offering. The Helpi5 Offering is licensed, not sold. Helpi5 grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license under its intellectual property rights in and to the Helpi5 Offering to:
- internally access and use your Account for the sole purpose of supporting end user interaction on those website(s) or web application(s) you own, operate or control (“Your Site“);
- publicly perform, reproduce and display the context-based help content on Your Site;
- publicly perform, reproduce and display the Helpi5 proprietary trademarks, service marks, logos, images and any other attribution of Helpi5 ownership (“Marks“) as provided as part of the Helpi5 Offering;
- enable end users of Your Site to interact with the Contextual help content; and
- use any additional Helpi5 tools (including any updates or bug fixes thereto) that may be made available by Helpi5 from time to time during the Term solely for the purpose of exercising the rights granted in Section 2.2 (a) through (d), above.
All rights not expressly granted in this Section 2.2 are reserved.
- License Conditions. You will ensure that your Account is used lawfully for your own, legitimate business purposes and in a manner that does not compromise the security, integrity or proper functionality of any Helpi5 Offering. By way of example and not limitation, you may not (directly or through a third party):
- transfer, sell or attempt to sell rights to access or use your Account;
- use your Account or any component of the Helpi5 Offering in connection with any website or web application that is not Your Site, including any third party services or other online offerings;
- introduce (manually or by any automated means) any virus, worm, trap door, back door, “spyware,” “malware,” or other software or executable into your Account or the Helpi5 Offering;
- use your Account or any component of the Helpi5 Offering for the purpose of developing a product or service that competes directly or indirectly with any Helpi5 product or service offering;
- access, or attempt to access, any data, service or systems in the Helpi5 Offering that are not offered or supported in your Account;
- alter, remove or modify any Marks; or
- use the Helpi5 Offering in any manner prohibited by law, regulation or treaty.
- Takedown Rights. You acknowledge that (in addition to any other available rights or remedies) Helpi5 may suspend, modify, restrict or terminate access to any or all of your Account, with or without prior notice, in the event of any breach of this Section 2.
2. General Conditions
- Technical support in respect of the Services is only provided to Helpi5 Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that Helpi5 may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Helpi5’s website, available at https://www.Helpi5.com/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Helpi5’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Helpi5 Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Helpi5.
- You shall not purchase search engines or other pay per click keywords (such as Google AdWords), or domain names that use Helpi5 or Helpi5 trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to Helpi5 Support.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Helpi5’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.Helpi5.com/terms-of-services will prevail.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Helpi5 shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Helpi5’s prior written consent, to be given or withheld in Helpi5’s sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
3. Helpi5 Contracting Party
“Helpi5 Contracting Party” means Helpi5 Inc., a Canadian corporation, with offices located at Edmonton, AB and Vancouver, BC
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
4. Helpi5 Rights
- We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Marketplace, or the Materials uploaded or posted to a website or web application, violate our Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Helpi5 customer, Helpi5 employee, member, or officer will result in immediate Account termination.
- Helpi5 does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Marketplace.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Helpi5’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, Helpi5 shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
- To the extent permitted by applicable laws, in no event shall Helpi5 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 Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Helpi5 partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or your violation of any law or the rights of a third party.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Helpi5 does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- Helpi5 does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- Helpi5 does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
7. Waiver and Complete Agreement
The failure of Helpi5 to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Helpi5 and govern your use of the Services and your Account, superseding any prior agreements between you and Helpi5 (including, but not limited to, any prior versions of the Terms of Service).
8. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the Helpi5 Service. All Materials you upload remain yours. You can remove your Helpi5 platform at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your website; (b) that Helpi5 can, at any time, review and delete all the Materials submitted to its Service, although Helpi5 is not obligated to do so.
- You retain ownership over all Materials that you upload to the platform; however, by making your website or web application public, you agree to allow others to view Materials that you post publicly to your website or web application. You are responsible for compliance of the Materials with any applicable laws or regulations.
- Helpi5 shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your service to promote the Service.
10. Payment of Fees
- Fees. You agree to pay the Account subscription fees for your Account identified on the Helpi5 website when you select a subscription plan or otherwise communicate to you in writing (“Fees”). Fees are denominated and payable in United States dollars. Base subscription Fees are charged monthly in advance and additional fees (for example, Fees arising from usage of the Helpi5 Offering in excess of the usage covered by your base subscription Fees) are charged monthly in arrears. If you have not previously used the Helpi5 Offering, Helpi5 may provide a free trial for such a number of days as is identified on the Helpi5 website when you select a subscription plan (a “Free Trial”). If you are given a Free Trial your first Fees will be due at the end of the Free Trial and will be charged automatically unless you cancel your subscription prior to that date. In all other cases, your first Fees will be due when you subscribe. All Fees paid are nonrefundable. All Fees are payable by credit card only, as further described in Section 5.4.
- Surcharges. Fees are exclusive of any applicable sales, use, excise, import or export taxes, duties, value-added taxes, tariffs or similar surcharges (“Surcharges”). In the event Helpi5 is required by law to withhold Surcharges on your behalf, Helpi5 may pay such Surcharges to the authorized taxing authority and, upon demand, you agree to reimburse Helpi5 for amounts paid.
- Collection. You agree to reimburse Helpi5 for any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred to collect any Fees or Surcharges not paid when due.
- Payment Processing. You acknowledge and agree that Helpi5 uses a third-party payment processor for all credit card transactions. Payments made via credit card are subject to the terms and conditions of such payment processors as well as the terms of your own banking institution or credit card provider. You hereby authorize Helpi5 and its third-party payment processing provider to charge your credit card monthly for all applicable Fees. You agree to provide us with accurate and timely credit card information. In the event that we are unable to charge Fees to the credit card provided, and you do not provide us with another valid credit card prior to the end of your then current monthly subscription, then your ability to access and use your Account will be suspended or terminated in Helpi5’s sole discretion.
- Account Suspension. Fees payable to Helpi5 shall continue to accrue during any period of Account suspension. Amounts due must be paid in full as a condition precedent to Account reactivation, which reactivation will be in Help 5’s sole discretion.
- All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Canada), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Helpi5’s products and services. To the extent that Helpi5 charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Helpi5 of your exemption. If you are not charged Taxes by Helpi5, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to Helpi5 under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Helpi5 to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Helpi5 shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- Helpi5 does not provide refunds.
10. TERMS and TERMINATION
- Term. This Agreement will begin on the date you accept these terms (the “Effective Date”) and continue until terminated pursuant to Section 10.2.
- Termination. Either party may terminate this Agreement for any reason or for no reason, with or without notice. In the event of termination by you pursuant to this Section 7.2 (i) such termination will take effect when your then current monthly subscription expires; (ii) you will not be entitled to a refund of any Fees and will remain liable for any unpaid Surcharges that accrued prior to termination; and (iii) you may continue to access your Account and use the Helpi5 Offering until such termination takes effect. In the event that we terminate this Agreement pursuant to this Section 8.2 without notice, or give notice for a period ending before your then current monthly subscription expires, we may, in our absolute discretion, refund a prorated portion of any Fees or Surcharges paid by you for the month in which such termination occurs. In no event will we refund any Fees or Surcharges where we terminate for cause. You may effect a termination of this Agreement by cancelling your then current monthly subscription via your Account. This Agreement will continue in full force and effect and Fees and Surcharges will continue to accrue until a termination by either party becomes effective, notwithstanding your failure to use the Helpi5 Offering or access your Account.
- Post-termination Obligations. Upon expiration or termination of this Agreement for any reason, you will no longer have access to your Account. Helpi5 will have no obligation to retain, return or otherwise deliver to you any of Your Data submitted to your Account at any time during the Term.
- We reserve the right to modify or terminate the Helpi5 Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, Helpi5 may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
12. Modifications to the Service and Prices
- Prices for using the Services are subject to change upon 45 days’ notice from Helpi5. Such notice may be provided at any time by posting the changes to the Helpi5 Site (Helpi5.com) via an announcement.
- Helpi5 reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
- Helpi5 shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
13. Third Party Services
- Helpi5 may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Helpi5 App Marketplace, or Experts Marketplace. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
- Any use by you of Third Party Services offered through the Services, or Helpi5’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Helpi5 may receive a revenue share from Third Party Providers that Helpi5 recommends to you or that you otherwise engage through your use of the Services, Helpi5 Experts, Experts Marketplace or Helpi5’s website.
- We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Helpi5 has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Helpi5’s websites, including the Helpi5 App Marketplace or Experts Marketplace, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Helpi5. Helpi5 does not guarantee the availability of Third Party Services and you acknowledge that Helpi5 may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Helpi5 is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Helpi5 strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
- If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Helpi5 is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
- The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Helpi5 is not obligated to intervene in any dispute arising between you and a Third Party Provider.
- Under no circumstances shall Helpi5 be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if Helpi5 has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Helpi5 partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
14. Beta Services
From time to time, Helpi5 may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Helpi5 will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Helpi5 Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Helpi5’s prior written consent. Helpi5 makes no representations or warranties that the Beta Services will function. Helpi5 may discontinue the Beta Services at any time in its sole discretion. Helpi5 will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Helpi5 may change or not release a final or commercial version of a Beta Service in our sole discretion.
15. Feedback and Reviews
Helpi5 welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Helpi5 be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Helpi5 (whether submitted directly to Helpi5 or posted on any Helpi5 hosted forum or page), you waive any and all rights in the Feedback and that Helpi5 is free to implement and use the Feedback if desired, as provided by you or as modified by Helpi5, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Helpi5 must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Helpi5 reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
16. Rights of Third Parties
Save for Helpi5 and its affiliates, Helpi5 Users or anyone accessing Helpi5 Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
17. Privacy & Data Protection