Terms of Use

Introduction.

These terms and conditions of use (“Terms of Use”) govern your use of the website located at wearehelpful.com, and any associated websites, web-based applications, mobile sites or applications, products, and software (collectively the “Sites”). The Sites are intended to provide family caregivers with immediate access to the information, tools, and support they need to keep loved ones happy and healthy at home (collectively, the “Services”). The Sites and the Services are owned and controlled by Helpful, Inc. and its subsidiaries, affiliates, successors, and assigns (collectively, “we,” “us,” or “our”). The terms “you” and “your” mean you or any other person using the Sites on your behalf. Please read these Terms of Use carefully and in their entirety, as these Terms of Use include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions regarding these Terms of Use.

Acceptance of Terms.

Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Sites and the Services. By using the Sites and the Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Sites or Services. Please note that additional terms and conditions may apply to some of the Services, all of which terms are made a part of these Terms of Use by reference. In the event of a conflict between these Terms of Use and the terms posted to a specific portion of a Site or for any of the Services, the supplemental terms
shall control with respect to your use of the specific portion of the Sites or the Services. Additionally, your ability to use some of the Services may involve other terms and conditions regarding third party products and services. These terms and conditions may apply to you, but in no event shall such terms apply to us.

Privacy Practices.

You agree that information provided by you in connection with the Sites and
the Services shall be governed by our Privacy Policy, which is hereby incorporated and made a part of these
Terms of Use. Please read the Privacy Policy to learn how your information will be handled.

Your Account.

These Terms of Use will remain in full force and effect for as long as you use
the Sites and any of the Services. To use many of the Services, you must first create a user account (“Account”). The terms “you” and “your” as used in these Terms of Use also include any person accessing your Account on your behalf. You must safeguard your login information that you use to access your Account and you must not disclose this information to anyone. You must notify us promptly of any unauthorized use of your Account or password by emailing us at the contact information listed below. We may contact you by telephone, mail, text, or email to verify your Account information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to
suspend, discontinue, or deny your access to and use of the Sites and the Services until you provide the information to us as requested. In the event that your Account is terminated, these Terms of Use will remain, to the extent applicable, in full force and effect. We reserve the right, in our sole discretion, to terminate your Account, with or without cause, and with or without notice.

Your Restrictions.

You shall not: use any scraper, crawler, spider, robot, or other automated
means of any kind to access or copy data on the Sites, deep-link to any feature or content on the Sites, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Sites; use any content or information available on the Sites or through the Services for any unauthorized purpose; interfere with or damage the Sites or servers or networks connected to the Sites or disobey any requirements, procedures, policies, or regulations of networks connected to the Sites, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology; upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; upload, post, e-mail, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships; impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Sites; harvest or collect Personal Data (as defined in the Privacy Policy) about any other individual who uses the Sites or the Services; infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; nor assist any third party in engaging in any activity prohibited by these Terms of Use. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of your information or related materials from the Sites.

Geographic Restrictions.

We are based in the State of New York in the United States. We provide these Services and Sites for use only by persons located in the United States. We make no claims that the Services or Sites or any of their content is accessible or appropriate outside of the United States. Access to the Services or Sites may not be legal by certain persons or in certain countries. If you access the Services and/or Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Your Representations and Warranties.

In addition to any other representations and warranties set forth in these Terms of Use, you represent and warrant and agree that: you have the full right and power to enter into and perform these Terms of Use; if you are accessing the Sites on behalf of another person, you have legal authority to make medical decisions on behalf of such person, including consent to the disclosure of that person’s “protected health information” within his or her right as a “personal representative”, as such terms are defined under HIPAA; you will comply with the above acceptable use requirements; and you are older than 18 years old, as the Sites and Services are only for users of the age of 18 or older.

Consent to Communications.

When you use the Sites or Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. By providing us with your phone number, you are agreeing to be contacted by us at the number you have provided, including calls and text messages, to receive informational, Services related and marketing communications relating to the Sites and the Services. You can opt-out of receiving further calls and text messages by emailing us at support@helpful.freshdesk.com. Please note that by withdrawing your consent, some Site features and certain Services may no longer be available to you.

Ownership and Copyright.

Copyrights, trademark rights, database rights, design rights, and any
and all other intellectual property and other rights relating to the Sites, the Services, and any information or documents offered by us and/or the Sites existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively, the “Materials”), are our property. All elements of the Sites, including without limitation the general design and the Materials, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Sites, the Services, and the Materials may only be used for the intended purpose for which they are being made available. Images of people or places displayed on the Sites are either our property or used with permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Sites. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. A single copy of the Materials may be downloaded or otherwise copied from the Sites for non-commercial personal use only, provided however, that all copyright and other proprietary notices are kept intact. Any further copying, reproduction, publication, posting, transmission, or distribution of any part of the Materials in any way is prohibited. Except as provided herein, no license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Sites. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights. We neither warrant nor represent that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with us.

Digital Millennium Copyright Act.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that content appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content posted on the Sites infringes your copyright, you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the content be removed, or access to it blocked. The notice must include the following information: A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed; Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Sites are covered by a single notification, a representative list of such works); Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Sites; Your name, address, telephone number, and email address (if available); A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Sites should be sent to the contact information listed below. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

Accuracy of Information and Functionality.

Although we attempt to ensure the integrity and accuracy of the Services descriptions, the Materials, and other content on the Sites, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Sites, the Services descriptions, the Materials, and other content on the Sites. It is possible that the Sites could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Sites by third parties. Materials contained on the Sites may be changed or updated without notice. Additionally, we shall have no responsibility or liability for information or content posted to the Sites from any third party not affiliated with us. We may at our discretion withdraw, suspend, or discontinue any functionality or feature of the Sites or the Services, among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Sites in accordance with our internal record retention and/or destruction policies. We may update the Services and content on the Sites from time to time, but such updates and content are not necessarily complete or up-to-date. Any of the material on the Sites or part of the Services may be out of date at any given time, and we are under no obligation to update such material.

Links to Other Websites.

The Sites may allow connectivity (e.g., via links or references) through websites, platforms, and applications maintained by third parties, including forms of social media such as Facebook and Twitter, over whom we have no control. Any content you provide through those third party websites are subject to terms and conditions of those websites. Inclusion of any link to such third party websites does not imply an endorsement or recommendation by us. We make no representations or warranties of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. If you decide to access any of the third party websites linked to the Sites, you do so entirely at your own risk. We may disable all or any social media features and any links at any time without notice in our discretion.

Disclaimer of Warranties.

You understand that we cannot and do not guarantee or warrant that
files available for downloading from the internet or the Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITES LINKED TO IT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SITES OR THE SERVICES IS AT YOUR SOLE RISK. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (2) WE MAKE NO WARRANTY THAT (a) THE SITES OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES OR THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SITES WILL BE CORRECTED; (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITES OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS; AND (5) YOU WILL ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONAL INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. SPECIFICALLY, WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF ELECTRONIC OR TELECOMMUNICATION  SERVICES AND ACCESS TO THE ELECTRONIC OR TELECOMMUNICATION SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE ELECTRONIC OR TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE ELECTRONIC OR TELECOMMUNICATION SERVICES. WE DO NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Disclaimer of Warranties with Respect to Medical Records, Patient Information, and Data.

WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE CONTENT OF ANY CARE PLAN, RECORD OR OTHER TREATMENT-RELATED INFORMATION PROVIDED THROUGH OUR SERVICES. ALL SUCH INFORMATION IS PROVIDED BY A PATIENT’S HEALTHCARE PROVIDER AND/OR INSURANCE COMPANY. THESE PARTIES ARE INDEPENDENT HEALTH CARE ENTITIES OR PROFESSIONALS RESPONSIBLE FOR PROVIDING US WITH PATIENT RECORDS AND OTHER INFORMATION. YOU AND YOUR HEALTHCARE INSURER/HEALTHCARE PROVIDER ARE SOLELY RESPONSIBLE FOR ALL INFORMATION ACCESIBLE THROUGH THE SITES OR SERVICES THAT WE PROVIDE. WE DO NOT GUARANTEE THAT ANY PRESCRIPTIONS, CARE PLANS, OR THE LIKE ARE THE APPROPRIATE COURSE OF TREATMENT FOR A PATIENT’S PARTICULAR HEALTH CONDITION. FURTHER, OUR SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR A PATIENT’S PRIMARY CARE PROVIDER OR ANY OTHER MEDICAL PROFESSIONAL. YOU AGREE TO CONTACT YOUR PHYSICIAN OR OTHER PRIMARY CARE PROVIDER IMMEDIATELY SHOULD ANY CONDITION CHANGE OR SYMPTOMS WORSEN AT ANY POINT. IF SOMEONE REQUIRES EMERGENCY OR URGENT CARE, YOU SHOULD CONTACT YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY, BY DIALING “911” OR GO TO THE CLOSEST EMERGENCY ROOM. THE INFORMATION AND SERVICES PROVIDED THROUGH THE SERVICES ON OUR SITES ARE INTENDED FOR GENERAL CONSUMER UNDERSTANDING AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION FOR A SPECIFIC TREATMENT PLAN, PRODUCT, OR COURSE OF ACTION. THE INFORMATION ON OUR SITES MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. MEDICAL INFORMATION CHANGES RAPIDLY. ALTHOUGH WE MAY UPDATE THE SITES, SOME OF THE INFORMATION MAY BE OUTDATED OR CONTAIN OTHER ERRORS WHEN ACCESSED BY YOU. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION POSTED OR ANY ADVICE, OPINION, OR STATEMENT DISPLAYED ON THE SITES. YOU AGREE THAT YOUR USE OF THE SITES IS AT YOUR SOLE RISK. THE INFORMATION PROVIDED BY OUR SERVICES SHOULD NOT BE RELIED UPON FOR SPECIFIC MEDICAL ADVICE FOR ANY PERSON. NEITHER HELPFUL, INC., NOR ANY OF OUR REPRESENTATIVES OR AGENTS ASSUME ANY RESPONSIBILITY FOR HOW YOU USE THE INFORMATION PROVIDED THROUGH THE SITES. YOU SHOULD ALWAYS SEEK THE ADVICE OF AN APPROPRIATE PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER PRIOR TO STARTING ANY NEW TREATMENT OR IF YOU HAVE ANY QUESTIONS REGARDING PARTICULAR MEDICAL CONDITION(S), PRESCRIPTIONS, LABORATORY RESULTS, OR ANY HEALTH CARE SERVICES THAT HAVE BEEN OR MAY BE PROVIDED TO YOU OR A PATIENT TO WHOM YOU ARE A CAREGIVER.

Limitation of Liability Regarding Use of the Sites.

EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE 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 (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SITES OR THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SITES OR THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (e) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR WITH RESPECT TO THE SERVICES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

No Third Party Rights.

Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns, nor shall any provision give any third parties any right of subrogation or action over against you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns.

Export Regulation.

The Sites and/or the Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Sites or the Services to, or make the Sites or the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Sites or the Services available outside the US. Nothing herein shall be construed as to grant any rights to you for the exporting, re-exporting, or releasing of the Sites or the Services to any parties.

Assignment.

You may not assign, transfer, or delegate these Terms of Use or any part thereof
without our prior written consent. We may freely transfer, assign, or delegate all or any part of these Terms of Use, and any rights or duties hereunder or thereunder. These Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assigns of the parties.

Dispute Resolution; Arbitration.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York excluding its conflict of law rules. Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its commercial arbitration rules and any supplementary rules and procedures for consumer related disputes by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the JAMS in accordance with its commercial arbitration rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English. You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees. The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Force Majeure.

We will not be deemed to be in breach of these terms or liable for any breach
of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.

Indemnification.

You agree to defend, indemnify, and hold us, and our affiliates, harmless
from and against any and all rights, demands, losses, liabilities, judgments, fines, interest, penalties, damages, claims, expenses, causes of action, actions, suits (no matter whether at law or equity), fees, and costs, (including, without limitation, attorneys’ fees and fees of other professional advisors) arising directly or indirectly out of or in connection with: (a) your use or misuse of the Sites, the Services, the Materials, or any information posted on the Sites; (b) your breach of these Terms of Use or the Privacy Policy; (c) the content or subject matter of any information you provide to us; (d) any negligent or wrongful act or omission by you in your use or misuse of the Sites, the Services, the Materials, or any information on the Sites, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; and/or (e) your failure to comply with any applicable laws or regulations.

Termination, Modification, and Other General Terms.

We reserve the right, in our sole discretion, to terminate your access to all or part of the Sites and/or Services, with or without cause, and with or without notice. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature of the Sites or the Services are incorporated by this reference into these Terms of Use. We reserve the right to modify these Terms of Use from time to time in our sole discretion, effective upon posting. In the event of such changes, we will post the changes on the Sites and/or notify you via email, at our sole discretion. Any use of the Sites or the Services after such changes will be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof. In its sole discretion, certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Sites. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Your use of the Sites or the Services is independent of us and not as our employee, agent, partner, or joint-venturer for any purpose. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

How to Contact Us:

Helpful, Inc.

1770 Massachusetts Avenue

Unit 178

Cambridge, MA 02140

Attention: Helpful Customer Service

Updated: 02-01-2024