Halp, Inc. Terms of Service

Last Revised: February 6th, 2019

These Terms of Service provide the terms and conditions pursuant to which Halp, Inc. (“Halp”) makes its platform services available to customers including providing intelligent integrations between leading customer support tools and team chat programs to enables customers to develop improved customer support and IT workflows.

1. Acceptance Of Terms:

By accessing the Halp web site (the “Site”), installing or authorizing any of the Halp applications (the “Apps”), or accessing any of the services or functionality made available or enabled via the Site or the Apps by Halp (collectively with the Site and the Apps the “Services”), the organization for which the Services are used (“Customer”) agrees to these Terms of Service. The person accessing or installing Halp represents that he or she has the authority to bind Customer to these Terms. Halp makes the Services available only if Customer has agreed to these Terms of Service. Certain parts of the Services may also be subject to posted guidelines, rules or terms (“Additional Terms”). These Terms will also apply to any free trial Customer signs up for through the Site. If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the applicable parts of the Services. These Terms, and any applicable Additional Terms, are referred to herein as the “Terms.” Halp may change the Terms from time to time at its sole discretion, and if Halp makes any material changes, Halp will notify Customer by sending an email to the last email address Customer provided and/or by posting notice of the change on the Site. Any material changes to these Terms will be effective upon the earlier of thirty (30) calendar days following dispatch of an email notice to Customer or thirty (30) calendar days following posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Services. Halp may require Customer to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, Customer’s continued use of the Services after the effective date of the new Terms constitutes Customer’s acceptance of the changes.

2. License Grant And Restrictions:

2.1 License Grant:
Subject to the terms and conditions of these Terms, Halp grants Customer a non-exclusive, non-transferable license to use the Services, and to authorize the number of Customer's employees or contractors for whom Customer has paid the applicable fees (“Users”), to use the Services, solely for Customer’s internal business purposes during the Term.

2.2 Limitations:
Customer agrees that Customer will not: (a) permit any party to access and/or use the Services, other than the Users authorized under these Terms; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof; (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Halp's express written permission, introduce software or automated agents or scripts to the Service including doing so to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; or (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof.

2.3 IP Ownership
The Services and all intellectual property rights in the Services, and any of the Halp proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer by Halp in providing the Services, but excluding the Customer Data as defined below (the “Halp Technology”), is the exclusive property of Halp or its suppliers or service providers. Customer hereby assigns to Halp all intellectual property rights in any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Services or the Halp Technology. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, the Halp Technology, or any part of the foregoing, including any right to obtain possession of any source code, data or other technical material relating to the Halp Technology. All rights not expressly granted to Customer are reserved to Halp. As between the parties, Customer owns all intellectual property rights in the Customer Data.

3. Payment:

The fees for the Services are posted on the Site. Unless otherwise agreed in writing, fees are subject to change without notice. Customer agrees to pay Halp in advance the applicable fees for the Services provided by Halp under these Terms. If Customer elects to pay applicable fees with a credit card, Halp will bill Customer’s credit card for all fees and Customer hereby authorizes Halp to charge Customer’s credit card or to charge any form of payment Customer has obtained to replace its credit card. Customer will provide Halp with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, Halp reserves the right to terminate Customer’s use of the Services and Customer’s access to the Sites in addition to seeking any other legal remedies. Halp is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Halp. Each charge will be considered valid unless disputed by Customer in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Site. Halp's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Halp's income.

4. Customer Data And Conduct:

4.1 Customer Logos:
Customer grants Halp a non-exclusive, worldwide, royalty-free and fully paid license to display Customer’s logos on customer lists that Halp may disclose publicly.

4.2 Customer Data:
Customer Data” means all data, information, reports, and other content imported to the Services or otherwise provided to Halp or its contractors by or for Customer in connection with Customer’s use of the Services, and all data and information received by or for Customer from Customer’s use of the Services. Customer hereby grants to Halp and its authorized representatives and contractors a non-exclusive and non-transferable right and license to use, process, store, and transmit, and disclose Customer Data solely to provide the Services to Customer, improve the Services for Customer, and fulfill other obligations described in these Terms. Customer further authorizes Halp to aggregate Customer Data with similar data from other Halp customers in a manner that does not identify Customer or any individual, to further develop and provide services to Halp customers.

4.3 Content And Conduct
Customer represents and warrants that all Customer Data (and the use and distribution thereof via the Services) shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) contain any viruses, worms or other malicious computer programming codes able to damage the Services or any systems that provide the Services; or (d) otherwise violate the rights of a third party.

4.4 Security And Data Protection
Halp reserves the right to establish or modify its general rules and limits relating to the storage and processing of Customer Data. Halp shall provide reasonable logical and physical security designed to protect the Services and Customer Data. Halp generally uses the services of a hosting provider to run the Services, and Halp and Customer will rely on the security policies and practices of that provider. The logical and physical security provided by Halp are described on the Site and will include, but not be limited to a defined security administration practice and process including account and password administration. During the Term, to the extent that Halp processes any Customer Personal Data (as defined in the DPA) on Customer’s behalf in the provision of the Services, the terms of the Data Processing Addendum at (“DPA”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

4.5 Content Loss:
Customer represents and warrants that Customer shall keep and maintain Customer’s own copy of all Customer Data that is provided to the Services and Halp. Halp is not obligated to back up any Customer Data that is posted on the Services. Halp therefore recommends that Customer create backup copies of any Customer Data uploaded to or generated by the Services at Customer’s sole cost and expense. Customer agrees that any use of the Services contrary to or in violation of Customer’s representations and warranties in this section constitutes improper and unauthorized use of the Services. Customer agrees that Halp may (but has no obligation to), in Halp's sole discretion, remove or modify any Customer Data which it deems to violate Customer’s representations and warranties.

4.6 Halp Usage Data:
Halp collects data about how the Services are used by Customer and other customers (“Usage Data”). Halp will use Usage Data and Customer Data solely for the purposes of providing the Services to Customer and for improving the Services. Halp will not disclose any Usage Data or Customer Data (unless the same is anonymized or de-identified) to any third party (other than to service providers for the purpose of providing a service to Halp or Customer), unless and until Customer has expressly agreed to such disclosure. However, Halp may disclose high-level statistics about the Services (based on the aggregate of all or most Usage Data and Customer Data), such as the number and type of customers using the Services.

5. Confidentiality:

5.1 Scope:
Confidential Information” means all information of a party (“Disclosing party”) disclosed or made available to the other party (“Receiving party”) that (i) is clearly marked or identified as such at the time of disclosure or within a reasonable time thereafter; or (ii) should be reasonably known by the Receiving party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. Halp's Confidential Information specifically includes all Services software code and pricing terms.

5.2 Restrictions
The Receiving party will: (i) not use the Disclosing party’s Confidential Information for any purpose other than exercising its rights or performing obligations under these Terms; (ii) not disclose such Confidential Information to any person or entity, other than its (a) employees who have a “need to know” for the Receiving party to exercise its rights or perform its obligations hereunder and (b) professional advisers, and actual or prospective investors, provided that such employees, investors, acquirers and professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Section; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information.

5.3 Exceptions:
If the Receiving party is required by applicable law or court order to make any disclosure of such Confidential Information, to the extent permitted by applicable law, it will first give written notice of such requirement to the Disclosing party, and permit the Disclosing party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the Disclosing party in seeking to obtain such protection. Further, this Section will not apply to information which the Receiving party can document: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge or publicly available through no fault of the Receiving party; (iii) is rightfully obtained by the Receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving party who had no access to such information.

6. Third Party Services

The Services may interface with services provided by third parties or require that Customer have an existing account with certain third party service providers (such as Slack, Drift, Discord, Zendesk, Jira, or Salesforce) (“Third Party Services”), or contain information about and links to third-party websites and resources (“Third-Party Sites”) as described on the Site. Customer uses all such Third-Party Sites and Third-Party Services (including all information and links) at its own risk. Halp does not monitor or have any control over, and makes no claim or representation regarding Third-Party Sites and Third-Party Services. To the extent links to Third-Party Services are provided by Halp, they are provided only as a convenience, and such links do not imply Halp's endorsement, adoption or sponsorship of such Third-Party Site. Halp's terms and policies do not govern any Third-Party Site. Halp expressly disclaims any representations regarding all third-party sites, content, information, products, services and offerings. Halp is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any of the foregoing. If Halp makes any Third-Party Service available through the Services, or indicates on the Site that such Third-Party Service is subject to additional terms (“Third-Party Terms”) which may be terms between Customer the Third-Party Service provider, and Customer uses such Third-Party Service, Customer acknowledges that designated Customer Data may be transferred to the Third-Party Service provider (for purposes of providing the Third-Party Service) and agrees to the Third-Party Terms applicable to such Third-Party Service.

7. Warranty And Disclaimer:

To the maximum extent permitted by applicable law, the Services are, and any Third-Party Services are, provided “as is,” and Halp makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, noninfringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Services (in whole or in part) or any Third-Party Service or other products or services provided to Customer by Halp or any third party. Halp does not warrant that all errors can be corrected, or that operation of the Services or any Third-Party Service shall be uninterrupted or error-free. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Halp is not responsible for any delays, delivery failures or other damages resulting from such problems.

8. Limitation Of Liability:

8.1 Types Of Damages:
To the extent legally permitted under applicable law, in no event shall Halp, or its suppliers or service providers, be liable to Customer for any special, indirect, incidental or consequential damages, including damages or costs due to loss of profits, data, use or goodwill, personal or property damage resulting from or in connection with the Terms or the Services, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Halp has been notified of the likelihood of such damages.

8.2 Amount Of Damages:
In no event will Halp's liability or obligation arising out of or in any way related to the Services or these Terms exceed the fees paid by Customer to Halp during the twelve (12) months immediately preceding the claim. The existence of one or more claims will not increase Halp's liability. In no event shall Halp's suppliers or service providers have any liability arising out of or in any way connected to the Services or these Terms.

8.3 Basis Of The Bargain.
The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. Indemnification:

9.1 By Halp:
Halp will defend at its expense any suit brought against Customer, and will pay any settlement Halp makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that any part of the Services misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any United States copyright. If any portion of the Services becomes, or in Halp's opinion is likely to become, the subject of a claim of infringement, Halp may, at Halp's option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing services which do not materially impair the functionality of the Services; (c) modify the Services so that such becomes non-infringing; or (d) terminate the Services and refund any fees actually paid by Customer to Halp for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Halp shall have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any use of the Services not in accordance with these Terms; (x) Halp's conformance to Customer’s specifications; (y) any use of the Services in combination with other products, equipment, software or content not supplied by Halp; or (z) any modification of the Services by any person other than Halp or its authorized agents. This subsection states Customer’s sole and exclusive remedy for infringement claims and actions.

9.2 By Customer:
Customer will defend at Customer’s expense any suit brought against Halp and will pay any settlement Customer makes or approves or any damages finally awarded in such suit insofar as such suit is based on a claim by any third party based upon, resulting from, or related to Customer Data or any improper or unauthorized use of the Services by Customer or Customer’s Users.

9.3 Procedure:
The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

10. Term and Termination:

10.1 Term:
Unless otherwise agreed in writing, these Terms shall commence on the date Customer accepts them and shall continue until terminated in accordance with this Section 10 (the “Term”).

10.2 Auto-Renewal
Unless otherwise agreed to in writing, all subscriptions to the Service shall automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter. Either party may provide notice of non-renewal to the other party no less than thirty (30) days before the end of the then current subscription term to stop the subscriptions from automatically renewing.

10.3 Termination:
Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Halp may also terminate or suspend Customer’s right to use the Services if Halp reasonably believes Customer’s use of the system creates any liabilities, if Halp believes such action will improve the security of the community or reduce another customer’s exposure to liabilities, or if Halp believes Customer is infringing the rights of third parties. In addition to terminating or suspending Customer’s account, Halp reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive relief. Even after Customer’s right to use the Services is terminated or suspended, these Terms will remain enforceable against Customer.

10.4 Effect Of Termination
Termination of these Terms between Customer and Halp includes: (a) removal of access to all offerings within the Services; (b) deletion of Customer’s account information, if any, and all related information; and (c) barring of further use of the Services. Upon expiration or termination, Customer shall promptly discontinue use of the Services, and Customer’s payment obligations will survive. The sections titled IP Ownership, Payment, Content and Conduct, Content Loss, Warranty and Disclaimer, Limitation of Liability, Indemnification, Term and Termination and Miscellaneous of these Terms will survive any termination or expiration of the Terms.

11. Miscellaneous:

11.1 Governing Law And Venue:
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado (consistent with the Federal Arbitration Act), without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Halp's principal place of business is located for any lawsuit filed there against Customer by Halp arising from or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services hereunder.

11.2 Dispute Resolution:
Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved by the parties, shall be finally settled by arbitration in Denver, Colorado, in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive or other equitable relief without recourse to arbitration.

11.3 Export:
Customer will not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Halp, or any products utilizing such data, in violation of the United States export laws or regulations.

11.4 Local Laws:
Halp and its suppliers and service providers make no representation that the Services are appropriate or available for use in locations other than the United States. If Customer uses the Services from outside the United States, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

11.5 Severability:
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.6 Waiver:
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.7 Remedies:
The parties acknowledge that any actual or threatened breach of the section titled License Grant and Restrictions and Confidentiality will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.8 No Assignment:
Neither party shall assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. These Terms shall be binding upon the parties and their respective successors and permitted assigns.

11.9 Force Majeure:
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.10 Independent Contractors:
Customer’s relationship to Halp is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Halp.

11.11 Notices:
Customer is responsible for updating Customer’s data to provide Halp with Customer’s most current email address. In the event that the last email address Customer have provided to Halp is not valid, or for any reason is not capable of delivering to Customer any notices required by these Terms, Halp's dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to Halp pursuant to these Terms should be sent to the Halp address specified on the Site.

11.12 Entire Agreement:
These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters.

11.13 Electronic Communications:
The communications between Customer and Halp use electronic means, whether Customer visits the Site or send Halp e-mails, or whether Halp posts notices on the Site or communicates with Customer via e-mail. For contractual purposes, Customer (1) consents to receive communications from Halp in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Halp provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights.

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