Terms of Service

Updated as of March 5th, 2024

Introduction

Helpany, Inc. (“Helpany”) and its parent company, Sedimentum AG (“Sedimentum”) (collectively referred to herein as the “Company,” or “we,” “us” and “our”) provides a motion detection alert system and contactless in-App emergency notifications to designated user-contacts when action/assistance may be needed, called “Helpany” (“Product”). This system is operated through the Company’s website located at https://www.helpany.com (“Website”) and/or mobile application (“App”). Collectively, the Product, App, and Website are referred to herein as the Company’s “Services.”

The Website, Product, and App are developed by Sedimentum and licensed to Helpany so it may directly contract with consumers and entities in the United States and sub-license the rights to use the Company’s Services. These Terms of Service (“Agreement,” or “Terms of Service”) apply to any use of and access to our Services by individuals and/or entities located in the United States (collectively, “you”). When you use our Services, you are agreeing to the foregoing Terms of Service and our Privacy Policy as amended from time to time and which are fully incorporated by reference herein. Please carefully read these documents and terms carefully as they contain important information regarding your legal rights and obligations.

Helpany is a motion monitoring technology system and a contactless emergency call device that provides automated safety alerts to a consumers’ designated emergency contact at any time the Helpany device’s motion sensor detects that such assistance may be needed.

Specifically, users place the Helpany alert devices in living areas throughout their home in an elevated location (e.g., a dresser) so the device’s motion detectors have an unobstructed view of the room. The Helpany device contains technology that detects irregular or unanticipated motion, including user immobility, and uses that information to offer users both safety-related and practical features, including:

Immobility Detection. Our motion detection and pattern monitoring technology detects user immobility and will automatically notify the user’s App-designated emergency point of contact(s) in the event the user is immobile for a 15 minute time period, or for any other time period specified by the user. Users can additionally opt to upload and share relevant health information, like their medications or health conditions, with their emergency contact in order to facilitate a faster and more accurate safety response.
Irregularity Detection. Our technology also detects irregular or unexpected motion in rooms where the Helpany device is installed (e.g., out-of-bedroom movements at night), which prompts an in-App user notification to ask if they need assistance. If the user does not respond to the in-App prompt within 15 minutes, their designated emergency contact(s) receive an automatic App notification alerting them to the irregularity. In-room motion configurations alerts come with default and programmable settings, as further set forth in the user and installation guidelines.
Motion Notifications. Device users can also manually engage motion alert notifications when they leave their home. This feature enables users to received in-App alerts for motion detected in the device-installed living space, and can be used for a variety of purposes, such as home intruder monitoring, or confirming when a family member or friend (e.g., a dog walker) has entered your home.

In order to operate properly, Helpany devices need a secure power source and connection to a WiFi network. To avoid risk of shock, users should take precaution not to install their Helpany device above a water source, such as a bathtub.

Helpany devices should always be installed in accordance with our user manual and used only for the purposes stated therein and in these Terms of Service.

DISCLAIMERS:

Company does not provide diagnostic, health care, or emergency services to its users. No Company personnel will be dispatched to users in response to an Helpany device alert.
Company’s emergency alert call is an automated feature. User activities are not actively monitored by Company personnel.
Company’s emergency alert services facilitate an automated in-App notification to device users and App users who have been designated by device users as emergency points of contact only. Company does not field or direct emergency calls from its users, nor does its device automatically contact 911, police, or ambulance/hospital services unless such entities or persons are designated as emergency contacts by the device user.
Company does not warrant that its Services can prevent death, bodily injury, property damage, theft, or any other harm or damage to its users or others.
Company’s Services rely on the availability of a consistent power source, the user and emergency contact’s internet service provider, an updated version of Company’s App, unobstructed monitoring access to the room, and the availability of GPS data to operate properly. These systems are provided and/or installed by third parties and cannot be controlled by Company, and as such, Company cannot control or warrant the operations of those related third party systems needed to provide Company’s Services effectively.
Though Company employs safeguards to ensure the accuracy of its monitoring technology, Company does not warrant that its Helpany device is able to detect 100% of health emergencies or unauthorized persons in the home.
In the event of a Service failure or malfunction, users should immediately contact 911 emergency services or other similar safety personnel.
Company does not monitor, control, or take responsibility for any action or inaction taken by a user’s designated emergency contact in response to a Helpany device alert. Company is not responsible for the promptness, sufficiency, or adequacy of any response taken by a user’s emergency contact.
Company is not an insurer and does not in any way warrant the user’s health or safety.

Agreement

THIS DOCUMENT, THE TERMS OF SERVICE, IS A LEGAL AGREEMENT BETWEEN THE COMPANY AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES AND THE WEBSITE. YOUR USE OF THE SERVICES AND THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND THE PRIVACY POLICY INCORPORATED HEREIN; AND YOUR REPRESENTATION THAT YOU ARE AT LEAST 16 YEARS OF AGE OR OLDER. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES. If you accept these Terms of Service and use the Services on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.

Effective Date. This Agreement is effective (“Effective Date”) on the date you first access or use the Services and/or the Website, whichever is earlier.

End User License Agreement. For clarity, the following provisions govern the use of the Company’s mobile App, which may be further governed by a separate End User License Agreement accessible through the app:

By continuing to use the Application, you agree as follows:

You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
You will use the Application in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by the Company from time to time; and
You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.

If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Application.

The Company’s License to You. The Company grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Application. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Application and, if you sell or otherwise transfer a device on which the application is installed to a third party, you must remove the Application from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Application).
Your License to the Company. Any communications or material of any kind that you email, post, or otherwise transmit to the Company using the Application, including data, questions, comments, or suggestions (your “Communications”) will become the property of the Company. You hereby grant a license to the Company to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.
Electronic Signatures. You agree to be bound by any affirmance, assent, or agreement you transmit to the Company using the Application, including but not limited to any consent you give to receive communications from the Company solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field in the Application, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
Carrier Charges. Your carrier’s data rates may apply to your use of the App.
Use of the Company Services. In addition to all provisions set forth elsewhere in the Terms of Service, the following requirements apply to your use of the App:

You will not collect or store personal data about other users of the App.
You will not use the App for any commercial purpose not expressly approved by the Company in writing.
You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
You will not use the App when you are driving a motor vehicle, even if doing so is legally permitted in your location.

Security of Data Transmission and Storage. Electronic communications using the App are always encrypted. However, as it is not possible for Company to warrant against all security incidents, you acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and the Company or between you and other parties. Company and its affiliates, and agents are permitted, but not obligated, to review or retain your Communications through the duration of your use of our Services. The Company may monitor your Communications to evaluate the quality of service you receive, your compliance with the Agreement, the security of the App, or for other reasons. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which the Company or its affiliates or agents monitor your Communications and enforces or fails to enforce the terms of the Agreement. In no event will the Company or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by the Company or its affiliates or agents.

Additionally, the data collected by Company in the provision of its Services to users is always encrypted and after a 21 day period anonymized, absent a specific business use to provide user Services or App improvements, as further set forth in our Privacy Policy.

Hyperlinks. Company’s website and App may contain links to other sites. The Company does not control such other sites, and the Company and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that the Company has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and the Company cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold the Company or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.
Trademarks and Copyrights. The Company’s technology is owned and/or licensed by the Company or its affiliates or agents, and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to the Company or its affiliates or agents. Nothing contained in the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the App without the written permission of the Company or such third party that may own the trademarks displayed in the App. Your use of the trademarks displayed in the App, or any other content in the App, except as provided herein, is strictly prohibited. Images displayed through the App are either the property of, or used with permission by the Company or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under the Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

Fees

Company Fees. After downloading the App, device users will be prompted to review and accept an in-App service contract, which includes provisions regarding subscription service fees, billing practices, payment processing, and automatic renewal payments, which will be due each monthly billing cycle unless and until this Agreement is terminated. You hereby authorize Company to automatically withdraw the renewal payment and any past due amounts using the default payment method on file at the time the subscription is scheduled to renew.

User fees are paid in-App via third-party payment processors, including Stripe, Google Pay, and Apple Pay. You agree not to file a credit or debit card chargeback with regard to any amount of fees charged in connection with the Services. Instead, you agree to abide by the dispute resolution procedures outlined below.

You herein agree to abide by Company’s in-App fee and payment processing terms, which are incorporated into these Terms of Service by reference, and also agree you have read, understood, and agreed to the Privacy Policies and Terms of Service of any third party payment processors specified in those our in-App payment terms.

Account

Account. By creating an online account with the Company on its Website and or App (“Account”), you are granted a right to use the Services provided by the Company subject to the restrictions set forth in these Terms of Service and the Privacy Policy, incorporated by reference herein.

Our Account registration process will ask you for information including your name, email and or physical address, phone number, etc. (hereinafter, collectively referred to as “Personal Information,” as previously defined in our Privacy Policy). By registering for an Account, you warrant you are over the age of 16, and further agree to provide true, accurate, current and complete information about yourself as prompted by the registration process. You further agree that you will not knowingly omit or misrepresent any material facts or information, and that you will promptly enter corrected or updated information in your Account, or notify us in writing regarding your corrected or updated information.

We may verify your provided information, as required for your use of and access to the Services. You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account. We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

You are solely and entirely responsible for maintaining the confidentiality of your Account, and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. Furthermore, you are solely and entirely responsible for any and all activities that occur under your Account, including any charges incurred relating to the Services.

The Company is not liable for any harm caused by or related to the theft of your Account, your disclosure of your Account, or your authorization to allow another person to access or use the Services using your Account. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services and/or the Website cannot be guaranteed in the event of breach.

Personal Information. As outlined in the Company’s Privacy Policy, incorporated herein, we will protect your Personal Information and disclose it only in a limited number of circumstances. We have implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to thwart those measures, or use your Personal Information for improper purposes. You acknowledge that you provide your Personal Information at your own risk.

Prohibited Uses. You may use the Services and/or Website only for lawful purposes and in accordance with these Terms of Services, including any documents incorporated herein by reference, e.g., our Privacy Policy. You acknowledge that certain information available to you is copyrighted and more generally, contains proprietary information belonging exclusively to the Company. You acknowledge and agree that the Company nor its licensors, sub-licensors, or affiliates grant title to any of the Services under these Terms of Service.

You agree not to use the Services and/or Website:

Access or use the content in order to build a copy, similar, or competitive service or product.
Access or use the content in order to modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer any aspect of the Services, or create derivative works based upon all or part of the Services.
Transfer, lease, assign, make available for timesharing, or sublicense, in whole or in part, any aspects of the Services, including, but not limited to, allowing third parties to sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form all or any part of the Services.
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, such as the U.S. Export Administration Act and its associated regulations. You agree to comply strictly with all those regulations and acknowledge your responsibility to obtain all necessary and appropriate licenses to export, re-export or import the Services).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services and/or Website, or which, as determined by us, may harm the Company or users of the Services and/or Website, or expose them to liability.
Use the Services and/or Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Services and/or Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Services and/or Website, or for any other purpose not expressly authorized in these Terms of Services, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services and/or Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Services and/or Website.
Attack the Services and/or Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

Termination. The Company reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service and/or Privacy Policy, or for any reason or no reason at any time. We may also suspend your access to the Services and/or Website, and your Account if you: (a) have violated the terms of these Terms of Service, any other agreement you have with the Company; (b) pose an unacceptable credit or fraud risk to us or other users; (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct; or (d) for any other reason in the Company’s sole discretion.

If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service; (b) to immediately stop using the Services, (c) that any licenses granted to you under these Terms of Service shall end; (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, in accordance with the Privacy Policy; and (e) that the Company shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data. You agree that the Company may retain and use your information and account data as needed to comply with investigations and applicable law, and as indicated in the Company’s Privacy Policy.

However, we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of these Terms of Service does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us, as provided in these Terms of Service.

Links, Generally

Links to Other Websites. As described in the Privacy Policy, incorporated herein, the Services may contain links to third-party websites, such as but not limited to Meta/Facebook, Instagram, LinkedIn, Twitter, etc., that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, the Company will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve the Company from any and all liability arising from your use of any third-party website that is referenced or linked on our Website.

Links to this Website. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Website and/or Services, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with the Company or cause any other confusion, and (c) the links and the content on your website do not portray the Company or its products or Services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to the Company. The Company reserves the right to suspend or prohibit linking to the Website and/or Services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

Intellectual Property of Helpany

Intellectual Property Rights. As discussed in the Company’s Privacy Policy, incorporated herein, Company owns all right, title and interest in and to the Services and any derivative works thereof, Company data and Aggregated Data, including, but not limited to, information in machine readable form and accompanying documentation, and including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement and the Privacy Policy, the Company reserves all rights, title and interest in and to the Services, Company data and Aggregated Data, including, without limitation, all related intellectual property rights, source code, metadata, and aggregated use data contained therein or generated therefrom, including any further developments or enhancements of the Services. Company’s service marks, logos and product and service names are owned by the Company. You agree not to display or use any of the Company marks in any manner without Company’s express prior written permission.

In addition, any trademarks, service marks and logos associated with a third party offering may be the property of the third-party provider, and you should consult with their trademark guidelines before using any of their marks. The works and databases included in the content of the Website and / or provided in or as part of the Services are protected by applicable copyright laws. These Terms of Service are for the use license, and not a contract of sale relating to the Services. If you or any of your employees, affiliates, agents, or subcontractors suggests or recommends changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like, Company is free to use, without any attribution or compensation to you or any other party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in such feedback.

Any information and data that you submit to the Website or in connection with the Services must not violate the intellectual property rights of third parties.

Finally, as specified in the Company’s Privacy Policy, you grant us a license to use your user feedback in connection with providing the Services and for general marketing purposes, unless you notify us otherwise in writing.

All rights not expressly granted to you hereunder are reserved to the Company.

Data Ownership and Usage. As specified in the Company’s Privacy Policy, incorporated herein, we will own all Aggregated Data, and the Privacy Policy will govern how we collect and use Personal Information that is submitted through the Services. By accessing or using the Services, you agree that you have read and accept our Privacy Policy.

As explained in our Privacy Policy, we have controls in place to prevent outside parties from stealing or accessing your data and Personal Information, but they are not foolproof. Please exercise caution when disclosing any Personal Information while using our Website. We will notify one another if either of us becomes aware that your data and/or Personal Information has been compromised.

You are solely responsible for resolving disputes regarding ownership or access to your data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that the Company has no obligation whatsoever to resolve or intervene in such disputes.

Your Communications with SoundGTM

No Submission of Unsolicited Ideas and/or Materials. In your communications with Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Website are deemed User Content and licensed to us as set forth below. In addition, the Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Company’s receipt of your Unsolicited Ideas and Materials is not an admission by the Company of their novelty, priority, or originality, and it does not impair the Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

DMCA Notice. The Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Website on which the material appears);

(iv) your full name, address, telephone number, and e-mail address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

The Company will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses set forth in the “Notice” section of this Agreement.

It is often difficult to determine if your copyright has been infringed. The Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and the Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. Without limiting the Company’s other rights, the Company may, in appropriate circumstances, terminate a repeat infringer’s access to the Services, Website, and/or any other website owned or operated by the Company.

Counter-Notification. If access on the Website to a work that you submitted to the Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: “DMCA Counter-Notification”;

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Website from which the material was removed or access to it disabled);

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

HIPAA

Health Insurance Portability and Accountability Act (“HIPAA”) imposes rules to protect certain personal health information. The Services and this Website are not intended to be used to communicate protected health information in a manner requiring compliance with HIPAA as a covered entity.

Disclaimer/No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR THIS WEBSITE.

THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES AND/OR THIS WEBSITE WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”).

Indemnification

You agree to indemnify, defend, and hold harmless Company from and against any and all third party claims alleged or asserted against the Company, its subsidiaries, or affiliates, and all related charges, damages, losses, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach of any provisions of this Agreement, our Privacy Policy, product installation guides and/or user manuals; (b) any actual or alleged violation by you, an affiliate, or end user of the intellectual property, privacy or other rights of the Company or a third party; and (c) any dispute between you and another party regarding ownership of or access to your data or Personal Information submitted to the Company via its Website.

You further agree to indemnify, defend, and hold harmless the Company, its subsidiaries, and affiliates from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, arising from or in connection with your use of the Services in a manner inconsistent with these Terms of Service or with any user manuals, installation guides, instructions, and/or operating procedures given to you by the Company or any assertion that your use of the Services results in the infringement of patent, trade secret, trademark, copyright, or other intellectual property rights of third parties.

Your obligations under this Indemnification section shall survive and continue in full force and effect notwithstanding the expiration or earlier termination of these Terms of Service, any agreement you have entered into with the Company, or any supplement thereto.

No Liability

THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY THE COMPANY. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH THE COMPANY AND THE COMPANY PARTIES.

IN NO EVENT WILL THE COMPANY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE COMPANY, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICES. YOU HEREBY RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF SERVICES OR OTHERWISE.

THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Dispute Resolution

Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Company or any subsidiary, you agree to try to resolve the dispute informally by contacting info@Helpany.com. We’ll try to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Company may bring a formal proceeding.

We Both Agree To Arbitrate. You and Company, including its subsidiaries, agree to resolve any disputes through final and binding arbitration, except as set forth under “Exceptions to Agreement” to Arbitrate below.

Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting info@Helpany.com within 30 days of first accepting these Terms of Service and stating that you (including your first and last name) decline this arbitration agreement.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Francisco, California, or any other location we agree to.

Arbitration Fees. The AAA rules will govern payment of all arbitration fees. The Company will pay all arbitration fees for claims less than $75,000. The Company will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate. Either you or the Company may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Company’s products or the Company Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions. You may only resolve Disputes with the Company on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed under this Agreement.

Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco County, California. Both you and the Company consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

Miscellaneous Provisions

Choice of Law. These Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions.

Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

Entire Agreement. These Terms of Service, Privacy Policy, Product Terms of Service, and Product License Agreement, including any documents incorporated by reference therein, constitute the entire agreement between you and the Company concerning the subject matter herein and the use of the Services and/or Website. These supersede any and all previous or contemporaneous agreements, proposals, or communications, written or oral, between you and ] Company, including previous versions of these Terms of Service, Privacy Policy, and/or Product License Agreement, as applicable, with respect to the terms referenced herein and shall prevail over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties. If there is a discrepancy between these Terms of Service, Privacy Policy, Product License Agreement, and/or any offline agreements you have with the Company, the terms in the Terms of Service and Privacy Policy shall govern.

Modification. Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and/or Privacy Policy, and any and all referenced and/or incorporated exhibits or policies, programs and guidelines. The Company will post the updated terms to this page and endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. If any future changes to these Terms of Service and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.

Assignment. The Company may assign these Terms of Service and/or Privacy Policy in whole or part at any time. However, you may not assign, delegate or transfer this Agreement in whole or in part, without the Company’s prior written consent.

No Waiver. Any failure of the Company to enforce or exercise a right provided in these Terms of Service and/or the Privacy Policy is not a waiver of that right.

Severability. Should any provision of these Terms of Service, including any materials incorporated by reference, be found invalid or unenforceable, the remaining terms shall still apply.

Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, force majeure, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

Notices. Any notices provided by the Company under this Agreement, including materials incorporated herein by reference, may be delivered to you to the email address(es) we have on file for your Account. You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to the Company under this Agreement must be delivered either via email to info@Helpany.com or via first class registered U.S. mail, overnight courier, to: Helpany, Inc., 95 Third Street, 2nd Floor, San Francisco, CA 94103.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, THE COMPANY’S PRIVACY POLICY, AND PRODUCT LICENSE AGREEMENT, IF APPLICABLE TO ME. I AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, THE COMPANY’S PRIVACY POLICY, AND THE PRODUCT LICENSE AGREEMENT, IF APPLICABLE TO ME, AND AS INCORPORATED HEREIN.