HELPY TERMS OF SERVICE

Last updated May 2018

These are our terms of service. They're long and detailed, but they're here to protect both you and us - and make sure we have a long and happy relationship together. Please take a moment to review all of these terms so you know what you're agreeing to.

The following terms and conditions govern all use of the Helpy.io website and all content, services and products available at or through the website, including, but not limited to, the Helpy software and the Helpy.io hosted service, owned and operated by Helpy.io, LLC. ("Helpy", "we", "us", "the Services"). Helpy is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Helpy's privacy policy and Data Processing Addendum) and procedures that may be published from time to time by Helpy (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using Helpy. By accessing or using any part of the the Services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access Helpy or use any Services. If these terms and conditions are considered an offer by Helpy, acceptance is expressly limited to these terms. Helpy is available only to individuals who are at least 14 years old.

Violation of any of the terms below will result in the termination of your Account. You agree to use the Service at your own risk.

1. Your Account

If you create a helpdesk on Helpy, you are responsible for maintaining the security of your account and helpdesk, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Helpy of any unauthorized uses of your helpdesk, your account or any other breaches of security. Helpy will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

1. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
2. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
3. You must use a "work" email address, and not a gmail.com, yahoo.com, aol.com or disposable address such as mailinator.com, trashmail or other disposable provider.
4. Your login may only be used by one person - a single login shared by multiple companies or multiple individuals in the same company is not permitted.
5. You are responsible for maintaining the security of your account and password. Helpy cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2. Responsibility of Users

If you operate a helpdesk, contribute to a helpdesk, post material to Helpy, post links on Helpy, or otherwise make (or allow any third party to make) material available by means of Helpy (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
• your helpdesk is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other helpdesks and web sites, and similar unsolicited promotional methods;
• your helpdesk is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your helpdesk's URL or name is not the name of a person other than yourself or company other than your own; and

By submitting Content for inclusion on Helpy, you grant Helpy a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your helpdesk. If you delete Content, Helpy will use reasonable efforts to remove it, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, Helpy has the right (though not the obligation) to, in Helpy's sole discretion (i) refuse or remove any content that, in Helpy's reasonable opinion, violates any Helpy policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of Helpy to any individual or entity for any reason, in Helpy's sole discretion. Helpy will have no obligation to provide a refund of any amounts previously paid.

3. Subscriptions, Payment and Renewal

3.1. General Terms

Paid and free services are available from Helpy (any such services, a "Subscription"). By selecting a Subscription you agree to pay Helpy the monthly or annual fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for a Subscription and will cover the use of that service for a monthly or annual subscription period as indicated. Subscription fees are not refundable.

3.2 Trial/Free Accounts

The initial 14 days of your account will be considered a trial period ("Trial") and will allow you full access to all Helpy Services. After the Trial has ended, you will be prompted to select a Subscription. Some Subscription plans may not include all of the same features and limits of the Trial and you will lose access to them accordingly.

Helpy makes available a restricted free Subscription which you may upgrade to after your trial period. The free Subscription is limited to one subscription per individual and per company. The availability, limits and features included in the free Subscription may change at any time with or without notice.

3.3 Upgrade/Downgrade

You can see a current list of Subscription plans on your account page, and upgrade or downgrade your account by selecting one. Upon selecting a Subscription, your account will be changed immediately and there will be no proration of fees for partial months. A valid credit card is required for selecting a Subscription, with the exception of the Free option (see 3.3).

3.4 Automatic Renewal

Unless you notify Helpy before the end of the applicable subscription period that you want to cancel a Subscription, your Subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly fee for such Subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be canceled according to the Cancellation policy (3.4).

3.5 Refund Policy

Unless indicated otherwise at the explicit discretion of Helpy, all sales are final and no refunds are provided for any products or services provided. Any sales made via the Helpy Marketplace are subject to the refund policy of their respective owners.

3.6 Cancellation

You are solely responsible for cancelling your Subscription, and your Subscription will not be considered cancelled until you use the automatic cancellation tool on your account page within Helpy. As a security precaution, a phone call or email alone will not be enough to cancel your account.

Upon cancelling your Subscription, your account will be turned off and destroyed according to our data retention policy (usually after 30 days) although there may be residual data in our backups and logs for longer.

No proration or refunds will be given for cancelled Subscription.

3.7 Termination

Helpy may terminate your Subscription at any time, with or without warning if you breach these Terms of Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Helpy reserves the right to terminate any free Subscription that does not have activity for ninety (90) days. Trials that have not selected an upgrade or provided payment information will be terminated thirty (30) days after trial expiration.

4. Responsibility of Website Visitors

Helpy has not reviewed, and cannot review, all of the posted material, including computer software, and cannot therefore be responsible for that material's content, use or effects. Helpy does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.

Helpy may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Helpy may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Helpy disclaims any responsibility for any harm resulting from the use by visitors, or from any downloading by those visitors of content there posted.

5. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Helpy links, and that link to Helpy. Helpy does not have any control over those non-Helpy websites and webpages, and is not responsible for their contents or their use. By linking to a non-Helpy website or webpage, Helpy does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Helpy disclaims any responsibility for any harm resulting from your use of non-Helpy websites and webpages.

6. Copyright Infringement and DMCA Policy

As Helpy asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Helpy violates your copyright, you are encouraged to notify Helpy via the contact page. Helpy will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Helpy will terminate a visitor's access to and use of Helpy if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Helpy or others.

7. Intellectual Property

This Agreement does not transfer from Helpy to you any Helpy or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Helpy. Helpy.io, LLC, Helpy, Helpy.io, the Helpy logo, and all other trademarks, service marks, graphics and logos used in connection with Helpy are trademarks or registered trademarks of Helpy or Helpy's licensors. Other trademarks, service marks, graphics and logos may be the trademarks of other third parties. Your use of Helpy grants you no right or license to reproduce or otherwise use any Helpy or third-party trademarks. By creating an account on Helpy, you authorize Helpy to display your brand logo on https://helpy.io as a customer of Helpy.

8. Marketplace Products

By using a product from the Helpy.io Marketplace, you agree to the creator's terms of service. You can opt out of their terms of service at any time by ceasing to use the product in question.

9. Domain Names

Helpy works in cooperation with partners to ensure that you are able to use your own domain name with your Helpy.io helpdesk. By using a domain from one of Helpy's partners you agree to the partner's terms of service.

10. Changes

Helpy reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Helpy may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

12. Disclaimer of Warranties

Helpy is provided "as is". Helpy and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Helpy nor its suppliers and licensors, makes any warranty that Helpy will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, Helpy at your own discretion and risk.

13. Limitation of Liability

In no event will Helpy, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Helpy under this agreement during the twelve (12) month period prior to the cause of action. Helpy shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

14. General Representation and Warranty

You represent and warrant that (i) your use of Helpy will be in strict accordance with the Helpy Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of Helpy will not infringe or misappropriate the intellectual property rights of any third party.

15. Indemnification

You agree to indemnify and hold harmless Helpy, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of Helpy, including but not limited to your violation of this Agreement.

16. Miscellaneous

These Terms of Service (which include and incorporate the Helpy Privacy Policy and Data Processing Addendum) constitutes the entire agreement between Helpy and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Helpy, or by the posting by Helpy of a revised version. The Agreement and these Conditions shall be governed by and construed in accordance with the law of the State of Utah, USA. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the courts of Salt Lake County, Utah, USA in respect of any dispute which arises out of or under this Agreement. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Helpy may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.