Helpr Terms of Service
Welcome to Helpr-App.com (the “Site”, which also includes any associated mobile websites, forums, blogs, email notifications and correspondence, or other informational sites owned and operated by Helpr, Inc., and any mobile application through which we provide Services (as defined below) (“Mobile Apps”)). The Terms of Service stated herein together with any documents they expressly incorporate by reference (collectively, the “Agreement”) constitute a legal agreement between Helpr, Inc. (“Helpr”, “we”, or “us”) and individuals seeking childcare or eldercare services (“you”, or “Client”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
When you download a Mobile App or when you sign up for an Account (as defined herein below) and click to accept the Terms of Service, you hereby acknowledge that you have read and understood the Agreement and agree to be bound by the terms and conditions stated herein. You acknowledge and agree that we may revise and update the Agreement from time to time; all changes or updates to the Agreement are effective immediately when we post them and will apply to your access to and use of the Site.
If you do not want to agree to be bound by the terms of the Agreement, you must not click that you accept the Terms of Use or access or use the Site.
1. Eligibility for Use. By using and accessing the Site, you state that you (a) are at least 18 years old, (b) have the right, authority and capacity to enter into this Agreement, and abide by the terms and conditions of this Agreement, (c) are legally entitled to enter into this Agreement, and (d) are not prohibited by law from accessing or using the Site. If you cannot state that the foregoing are true, you may not use or access the Site or purchase any services provided by Helpr. Without limiting the foregoing, the Site is not available to anyone under the age of 13 and if you are under the age of 13, you may not use the Site under any circumstances or for any reason. You agree to immediately notify Helpr of any change in your eligibility to use the Site. We may change the eligibility requirements for the Site at any time or refuse to offer the Site to any person or entity.
2. Our Site and Services.
a. The Site is a Venue. The Site provides a venue for Clients to request a childcare or eldercare professional (“Sitter(s)”) to provide childcare or eldercare services (“Sitter Services”). The Sitters include (i) individuals that you identify to Helpr (“Client Sitters”) and (ii) individuals from within Helpr’s network of childcare and eldercare providers (“Helpr Sitters”). In accordance with the terms of this Agreement, Helpr evaluates Helpr Sitters for the purpose of generally providing the Sitter Services and may provide certain booking, payment management and others services in connection with the Sitter Services as further described herein (collectively, “Helpr Services”, the Helpr Services and the Sitter Services shall collectively be the “Services”) but is not a referral, matching or placement service and does not provide, refer, place, offer or seek to obtain employment or engagements for any Sitters.
b. Evaluation of Helpr Sitters. Helpr shall evaluate each Helpr Sitter as follows: Helpr shall (i) interview each Helpr Sitter, (ii) order a background check of each Helpr Sitter’s adult criminal history through a third party, online-only criminal background verification service (“Verification Service”) in compliance with the Fair Credit Reporting Act and other comparable state requirements, (iii) require a CPR certification from any certifying body, (iv) check and clear all references provided by a Helpr Sitter, and (v) require verification that a Helpr Sitter is eligible to work in the United States. You understand and agree that background checks ordered by Helpr are in compliance with all local, state and federal laws and as such the number of years for which a background check will provide results may vary; Helpr will have no liability if a background check fails to report criminal history not included in a report due to such limitations. Notwithstanding the foregoing, Helpr does not: (1) screen or independently verify the training, experience, or other resume details of Helpr Sitters, (2) guarantee, endorse, have any control over, or make any representations regarding the quality, accuracy, completeness or reliability of the information provided by a Verification Service, (3) independently verify the results of any criminal background check report from a Verification Service, or (4) reject Helpr Sitters on the basis of criminal history that only includes traffic violations. Any inaccuracies or disputes regarding information contained in a background check report must be addressed with the Verification Service that provided the report (and not Helpr). Please note that Verification Services may be incomplete, not up-to-date, and may not provide all information about a Helpr Sitter that may be relevant to you such as, for example, traffic violations, address verification, and pending criminal and/or civil complaints. While we agree to evaluate Helpr Sitters as described in this Section, we make no further representations about any Helpr Sitters; accordingly, you should take and are responsible for any additional actions as you feel are appropriate to evaluate a Helpr Sitter’s background and fitness to provide the Sitter Services. You further acknowledge and agree that Helpr does not provide any Verification Services with respect to or otherwise evaluate the Client Sitters, and that you are solely responsible for the Client Sitters.
c. Helpr Does Not Employ Any Sitters or Online Instructors. It is important that you understand that (I) HELPR SITTERS AND ONLINE INSTRUCTORS ARE, AT ALL TIMES, INDEPENDENT CONTRACTORS AND ARE NOT EMPLOYED BY HELPR AND (II) CLIENT SITTERS ARE INDEPENDENT CONTRACTORS OF CLIENT AND ARE NOT EMPLOYEES OR INDEPENDENT CONTRACTORS OF HELPR. Helpr is not an employment service and does not serve as an employer of any Sitter or Instructor. As such, you understand and agree that because Helpr cannot control the behavior of Sitters or Instructors, Clients and Sitters or Instructors must resolve any issues, disputes or concerns directly with each other, except for any issues regarding payments, which will be resolved in accordance with Section 8 of this Agreement. As set forth in Section 16 of this Agreement, you agree to hold Helpr harmless from any claims or liability that may arise from any disputes between you and Sitters or Instructors.
d. Additional Identification Information. If requested by Helpr, you agree to provide Helpr with such identification documents (including copies of a driver’s licenses) or other information as may be needed or requested by Helpr.
e. Site Rules. Without limiting any of the terms and conditions stated herein, as a condition of your access to and use of the Site, you agree that: (a) you will only use the Site for lawful purposes; (b) you will not use the Site for any purpose that is prohibited by this Agreement; (c) you are responsible for all of your activity in connection with the Site; (d) you will not use the Site to cause nuisance, annoyance or inconvenience; (e) you will not try to harm the Site in any way whatsoever; (f) you will only use the Site for your own use and will not resell your account to a third party; (g) you will not attempt to bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Site; (h) you will not run any form of auto-responder or “spam” on the Site, use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, or harvest or scrape any content from the Site; and (i) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access.
3. Sitter Appointments and Your Account.
a. Setting up a Sitter Appointment. One feature of the Site allows you to request a Sitter to provide Sitter Services at the time and on the date of your choosing (each, an “Appointment Request”). After you set up an Account (as described below) you will be able to enter Appointment Requests and be contacted by available Sitters for the purpose of finalizing such Appointment Request. Appointment Requests must include all of the information required by the Appointment Request form; if you do not provide all of the required information, Sitters may not be contacted by Helpr or through the Site. One of the pieces of information you must provide when making an Appointment Request is to provide the estimated number of hours that you require a Sitter (“Estimated Hours”). You agree that your Estimated Hours will be true and accurate to the best of your knowledge. Once you have found a Sitter and confirmed the Appointment Request with such Sitter, the Appointment Request becomes a confirmed appointment (“Sitter Appointment(s)”, a Sitter Appointment shall also, for the purposes of this Agreement mean the time each Sitter provides the Sitter Services). Helpr’s assistance through the Site with booking Sitter Appointments shall be considered part of the Helpr Services.
b. Additional Rules of Sitter Appointments. We request that Sitter Appointments be four (4) hours at a minimum, however, if you require Sitter Services for less than four (4) hours, you may make an Appointment Request provided that if you retain a Sitter for such Appointment Request you agree to pay the Minimum Payment (as defined herein) for the ensuing Sitter Appointment. If a Sitter Appointment ends prior to the end of the Estimated Hours due to your own actions, you will be responsible for paying either the Minimum Payment or 75% of the total that would be due to the Sitter for such Sitter Appointment based on the Estimated Hours, whichever is greater (“Early Return Fee”). For the purposes of this Agreement, the “Minimum Payment” for a Sitter Appointment is the equivalent of payment for four (4) hours of Sitter Services completed by that Sitter, regardless of whether such Sitter Services are completed. Each Sitter can only guarantee his or her availability during Estimated Hours for each Sitter Appointment. If a Sitter Appointment extends seventy-five (75) minutes over the Estimated Hours for that Sitter Appointment, any hour or fraction thereof that the Sitter provides Sitter Services over the Estimated Hours will be billed and the Sitter’s hourly rate plus an additional half of such Sitter’s hourly rate (“Overtime Fees”).
c. Your Account. In order to secure a Sitter Appointment with Helpr, you must create an account with Helpr (“Account”). When creating an Account you agree to provide true, accurate, current, and complete data about yourself (“Your Information”). You agree to promptly update Your Information if any of Your Information changes in order to keep it true, accurate, current, and complete, including making sure you have a valid credit card on file. Each user may only have one Account with Helpr, and you may not create multiple Accounts for one individual. If you create multiple accounts for the same individual or do not keep Your Information accurate and current, including having an invalid or expired credit card on file, we may suspend your access to and use of the Site, deactivate your Account(s), and/or terminate this Agreement. You are solely responsible for maintaining the confidentiality of your Account and Your Information, and, except as otherwise required by applicable law, you are solely responsible for any use of your Account, whether or not you authorize that use. Your Account is for your own personal use, and you may not permit anyone else to use your Account. The Site is intended to be used by people who want to find, select, review and connect with Sitters so they can receive Sitter Services; any use of this Site for any other purpose, (including but not limited to using the Site or information obtained from the Site to solicit, advertise to or contact Sitters or other Clients for any other purpose) is prohibited. You may never use another person’s Account for or in connection with setting up a Sitter Appointment without permission. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security related to your use of the Site. While you may authorize others to use your Account for your benefit, you may not assign or otherwise transfer your Account to any other person or entity.
d. Eligibility Requirements for Client Sitters. If you nominate a person as a Client Sitter you thereby represent that the following representations will be true at all times with respect to such Client Sitter: (i) if the Client Sitter will be providing services in the United States, such Client Sitter is a U.S. citizen or resident or otherwise authorized to work in the United States for U.S. federal income tax purposes, (ii) if the Client Sitter will be providing services outside the United States, such Client Sitter is authorized to work in jurisdiction in which such Client Sitter will be providing services, (iii) the Client Sitter is not a person with whom you have a regular, ongoing employment or contractor relationship, (ivii) the Client Sitter is your family member or other person who is personally known and trusted by you, (iv) the Client Sitter has multiple sources of income and is not solely dependent upon you for his/her livelihood, (vi) the Client Sitter has control over his/her schedule and (vii) the Client Sitter has the right to accept or decline the engagement. By nominating a Client Sitter you covenant not to take any action that would result in such Client Sitter being treated for U.S. federal tax purposes as your employee or as an employee of Helpr. You also covenant to comply with all applicable laws and regulations (including, but not limited to, any applicable laws and regulations related to compensation, tax withholdings, and working hours and conditions) with respect to your engagement of any Client Sitter. Notwithstanding anything to the contrary, Helpr may, in its sole discretion, decline to assign a Client Sitter to provide Sitter Services to you.
e. Improper Claims for Client Sitter Compensation. Helpr reserves the right to verify that Sitter Services claimed to have been provided by a Client Sitter have in fact been provided for their intended use, and you will provide such information and take such other steps as reasonably requested by us to assist with such verification. If it is determined that a Client Sitter has claimed compensation for Sitter Services that were not provided for their intended use, you will reimburse us (and any third party that has provided a subsidy for such Sitter Services – e.g., your employer or insurer, where applicable) for any payment that was made for such Sitter Services, plus the costs of time spent in investigating the improper claim for compensation.
4. Information We Collect. We collect three basic types of information and data: personal information (e.g. email, name, address, and credit card information), non-personal information, and data regarding your usage of the Site.
5. Privacy and Security.
a. Our Commitment. We care about the privacy of our users. You understand that by using the Site and the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States. As noted in Section 3 above, you understand and agree that we will collect and share your personal information with Sitters that you hire through Helpr. We will only share your personal information with third parties for the purpose of providing the services you purchase through Helpr. We care about the integrity and security of your personal information, however, you understand and agree that we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk and as further described in our Privacy Policy.
b. Your Receipt of Personal Information. You may from time to time receive personal information about Sitters. For example, upon confirmation of a Sitter Appointment, Clients and Sitters will be provided with each other’s contact information. Any personal information you receive may only be used for the specific purpose it was provided to you in connection with the Site and the Services. Helpr Sitters may not contact Clients and Clients may not contact Helpr Sitters for any purpose other than asking a question, providing information, or making arrangements related to a Sitter Appointment.
6. SMS and Text Messages from Helpr. By providing us with your mobile phone number when you sign up for the Site and create an Account, you are expressly opting-in to receive SMS and text messages from us relating to the Site. For example, we may send you SMS or text messages about your Account and your scheduled upcoming Appointments. You acknowledge that messaging and data rates may apply depending on your mobile phone service provider and that you are solely responsible for paying for any such SMS text messaging fees. You may opt-out of receiving SMS text messages at any time by emailing us at hello@helpr-app.com. However, by opting-out of receiving text messages, we may have to temporarily suspend your Account, during which time you will no longer be able to purchase or use Appointments.
7. Cancellations and Missed Appointments. Once a Sitter accepts your request for a Sitter Appointment, it may be cancelled any time before 24 hours prior to the Sitter Appointment start time. Although we understand that plans change, if you cannot honor a Sitter Appointment and either are not present at the provided address for your Sitter Appointment or cancel within 24 hours before the Sitter Appointment start time (even if you made the Sitter Appointment within 24 hours of the Sitter Appointment start time), you will be charged for 75% of the total that would be due to the Sitter for such Sitter Appointment based on the Estimated Hours or the Minimum Payment; whichever is greater (“Cancellation Fees”). Late cancellations and missed Sitter Appointments may be associated with your Account; to maintain a high level of service for all Clients and Sitters, Accounts with multiple late cancellations and/or missed Sitter Appointments may be deactivated. If you believe that a late cancellation and/or missed Sitter Appointment has been erroneously associated with your Account, you may dispute it by contacting us at hello@helpr-app.com.
8. Payment Terms.
a. Payment Method. In order to use the Site, you must provide information for at least one valid credit card (“Payment Method”). We may link your Payment Method to your Account, but we do not store your Payment Method information; it is stored by our third party payment processors (as further described in our Privacy Policy). By providing your Payment Method, you state that: (i) you are legally authorized to provide such information to us; and (ii) you are legally authorized to perform payments from such debit and/or credit card accounts. You acknowledge and agree that we may use certain third party vendors and service providers to process payments, manage and store your credit and/or debit card information, as well as to detect and prevent fraud.
b. Payment Authorization and Settlement. When you use the Site to secure a Sitter Appointment, you are agreeing to pay, as applicable: (i) the Minimum Payment, (ii) for the time (rounded up or down to the nearest 15 minute increment) that such Sitter provides Sitter Services to you and any other products or services that you agree to purchase from Helpr, (iii) for any Early Return Fees or Overtime Fees, and/or (iv) for any Cancellation Fees. If your credit card cannot be charged or the proper funds are not remitted for the Services or other products for any reason, you understand and agree that we may take all available legal actions against you, including utilizing collection services. Helpr shall timely remit all amounts due to a Sitter once a Sitter Appointment is successfully completed and the completion of such Sitter Appointment is confirmed by the Sitter. If you believe that a Sitter has incorrectly reported the amount of time such Sitter provided Sitter Services during a Sitter Appointment, you may contact Helpr at hello@helpr-app.com. Helpr will independently investigate any claim that the time reported by a Sitter is incorrect or that a Client has been billed incorrectly. Helpr will make all such investigations in good faith; any determinations made my Helpr with regard to claims described in the foregoing sentence are final and you agree to remit the amounts requested by Helpr within one (1) day of Helpr notifying you of its determination. Except to the extent the law requires us to take on the following responsibilities, Helpr is not responsible or liable for (i) any payments authorized through the Site using your Payment Method, or (ii) any errors made by our payment processor. We shall correct any errors or mistakes made by our third party payment processor, even if payment has already been requested or charged to your Payment Method. You understand and agree that the processing of payments will be subject to the terms, conditions and privacy policies of our third party payment processors, in addition to this Agreement. The terms of your payment will also be based on your Payment Method and may be affected and determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
c. Tax and Gratuity. The cost advertised per hour for each Sitter Appointment on the site is the total cost of that Sitter Appointment; tax (other than taxes resulting from the failure of any of your representations made under these Terms of Service to be accurate, any breach of a covenant made by you under these Terms of Service or a failure of a tax form provided by you under these Terms of Service with respect to a Preferred Sitter to be accurate and effective) and Helpr’s fee for providing the Helpr Services are included and no further charges will be made to your Payment Method for such Sitter Appointment. However, please note that gratuity is not included in any advertised costs for Sitter Appointments, gratuity is at your sole option but must be provided to a Sitter through the Site.
d. Receipts. Once a Sitter Appointment has been completed, we will email you a receipt to the email address associated with your Account. Please retain a copy of this receipt for your records. We will not provide receipts to Sitters, but Sitters may have access to their payment history through our third party payment processor.
e. Limitations. Helpr is an independent contractor for all purposes and is not your agent. Helpr is not liable for any payments through the Site that are not completed because: (i) your debit or credit card does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit or overdraft protection of your debit or credit card account; (ii) you have not provided us with correct credit or debit card information; (iii) your debit or credit card has expired; or (iv) of circumstances beyond our control that prevent the execution of the transaction.
f. Promotions and Credit. Helpr may create promotional codes that may be redeemed for Account credit or other features or benefits related to our Site, or the Sitter Services, subject to terms that Helpr establishes, including without limitation, on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) will be used for the indented audience and purpose and in a lawful manner; (ii) may not be duplicated, sold or transferred, unless expressly permitted by us; (iii) may be disabled by us at any time or expire; and (iv) are not valid for cash. We may suspend your Account or withhold or deduct credits if we determine that the use or redemption of the Promo Code was illegal or violated the terms of this Section.
g. Third Party Subsidies. In certain cases, you may be eligible to receive a subsidy from a third party (such as your employer or insurance provider) with respect to Sitter Services. In cases where a subsidy is applied towards payment for Sitter Services, you will remain responsible for paying for any amounts that are not covered by the subsidy. Please check with your employer or insurance provider for eligibility requirements and other terms that apply with respect to any such subsidies.
9. Content.
a. Feedback. You may from time to time provide suggestions, comments or other feedback with respect to the Services either directly to Helpr or through the Site (“Feedback”). Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not be deemed to constitute confidential information or to impose any confidentiality or privacy obligations on Helpr. We ask that you limit your Feedback to your firsthand experience (not what you heard from someone else) and that all Feedback be factually accurate. If appropriate, we request that you update your Feedback to reflect new experiences.
b. Content. For the purposes of this Agreement, any content, including Your Information, photos, Feedback, or any other data or information that you upload through the Site shall be “Content.” We reserve the right to remove any Content that we feel, in our sole discretion, violates this Agreement or Helpr’s guidelines. We shall be free to use, disclose, reproduce, license or otherwise distribute and exploit any Content entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
c. Content Restrictions. You will not post on the Site, transmit to Sitters, or communicate any Content (including links to content), or otherwise engage in any activity on the Site or through the Helpr Services, that:
i. contains photographs or images of another person, unless you are that person’s parent or legal guardian;
ii. contains others’ copyrighted content unless you have written permission from the copyright owner;
iii. contains or discloses another person’s personal information without his or her written permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;
iv. implies that the Content is in any way endorsed or sponsored by Helpr;
v. is implicitly or explicitly offensive, such as Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind;
vi. is intended to harass, annoy, threaten or intimidate any other users of the Site;
vii. is false, misleading, defamatory, inaccurate, abusive, obscene, profane, sexually oriented, or otherwise objectionable;
viii. involves the transmission of junk mail, chain letters, or unsolicited mass mailing or spamming, phishing, trolling or other similar activities;
ix. contains any malware (including but not limited to viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices);
x. is off-topic, meaningless, or otherwise intended to annoy or interfere with others' use of the Site;
xi. uses scripts, bots or other automated technology to access the Site;
xii. attempts to circumvent Helpr’s messaging tools or booking platform, or attempts to avoid applicable Helpr fees;
xiii. otherwise violates (A) the rights of third parties, including rights of privacy or publicity, or (B) violates applicable laws and regulations.
d. DMCA Notice and Takedown. We respect the intellectual property of others, and we ask you do the same. It’s our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the Accounts of users of the Site who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Helpr and/or others. If you are a copyright owner or an agent thereof and believe any content on the Site infringes your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to our Designated Copyright Agent (“Designated Copyright Agent”) containing the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement 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; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Helpr’s Designated Copyright Agent to receive notifications of claimed infringement is: Helpr, 520 Broadway 2nd Floor, Santa Monica, CA 90401, legal@helpr-app.com, 877-417-4883. Please send only DMCA notices to our Designated Copyright Agent. You acknowledge that if you don’t comply with all of the requirements of this Section, we may not be able to properly process or address your DMCA notice.
10. Ownership.
a. Our Intellectual Property Rights to the Site. The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Helpr, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. If you wish to make any use of material on our Site other than that set out in this section, please contact us at hello@helpr-app.com. This Agreement permits you to use the Site for your personal, non-commercial use only. We grant you a limited, non-exclusive, non-transferable license: (i) to view, download and print any content on the Site solely for your personal, non-commercial purposes; and (ii) to view any content on the Site to which you are permitted access solely for your personal, non-commercial purposes, and solely as permitted by the features of the Site. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or its content except as expressly permitted in this Agreement. If you breach the terms of this Section we may, in our sole discretion, deactivate your Account or cease to allow you access to the Site. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Helpr.
b. Trademarks. Helpr’s name, logo and all related names, logos, product and service names, designs and slogans are our trademarks or its marks and logos of our affiliates, or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
c. Your Content. Other than the non-exclusive license granted to Helpr with respect to Content (described above), Helpr will not acquire an ownership interest in the Content you post.
11. Linking to the Website. You may not link to our homepage without our prior, written consent. Please contact hello@helpr-app.com regarding linking to our Site. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any links at any time without notice in our discretion.
12. Links from the Website. If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
13. Termination. We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If your Account has been terminated by Helpr, you may not re-register without Helpr’s consent (and if you are permitted to re-register, your previous information and activity, including any fee credits, may no longer be available). If you wish to terminate your Account, you may do so by emailing us at hello@helpr-app.com. Any fees paid hereunder are non-refundable. Upon the termination of your Account, you will no longer have access to the portions of the Site that require Account registration. If your Account is terminated, Content you have posted or transmitted (e.g., Reviews or Feedback) may or may not (in our sole discretion) remain on the Site. If following the termination or cancellation of your Subscription and/or account, you continue to access and use other portions of the Site, your use will continue to be governed by these Terms of Service. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, licenses of Feedback, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that the Site 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. 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 SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR ON ANY WEBSITE LINKED TO IT.
THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE USED AT YOUR OWN RISK AND ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HELPR NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR THAT ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Limitation on Liability. EXCEPT TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY, THE MAXIMUM LIABILITY OF HELPR FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR ANY MOBILE APP OR OTHER SITE, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS ($100.00). HELPR SHALL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, ANY MOBILE APP OR OTHER SITE OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF HELPR HAS BEEN ADVISED OF SUCH DAMAGES (OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE) AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF THIS AGREEMENT.
16. Indemnification. You agree to defend, indemnify and hold Helpr its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns harmless, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of this Agreement or your violation of any rights of a third party, (ii) your use or misuse of, or inability to use, the Site or Services, (iii) any materials and content you submit, post or transmit through the Site, (iv) your interactions with or conduct towards any Sitters or other users of the Site, (v) your violation of any applicable law, rules or regulations, (vi) information contained in any background or verification report, (vii) the failure of any of your representations made under these Terms of Service to be accurate, (viii) any breach of a covenant made by you under these Terms of Service, (ix) a failure of a tax form provided by you under these Terms of Service with respect to a Client Sitter to be accurate and effective or (x) any negligence, willful misconduct or other acts or omissions by any Client Sitter.
17. Export Law Compliance. Use of the Site may be subject to laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations in connection with your use of the Site.
18. Auxiliary Services. Use of the Site requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Site, including from any notifications provided by Helpr in connection with your use of the Site and purchase and use of Appointments. We do not guarantee that the Site will be compatible with all devices or will be supported by all mobile carriers. OUR SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
19. Beta Features. From time to time, we may offer new “beta” features or tools with which Clients or Sitters may experiment with on the Site. Such features or tools are offered solely for experimental purposes and may be modified or discontinued at Helpr’s sole discretion. The provisions in Section 14 regarding Disclaimer of Warranty apply to such features or tools.
20. Additional Terms for iOS Apps. In the case where we make the Services available through a Site consisting of a Mobile App that is made available for you to download through the Apple App Store (an “ioS App”), the following terms will apply in addition to all other terms contained in the Agreement.
● You acknowledge and agree that (i) the Agreement is concluded between you and Helpr only, and not Apple; and (ii) Helpr, not Apple, is solely responsible for the iOS App and content thereof. Your use of the iOS App must comply with the App Store Terms of Service.
● You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
● In the event of any failure of any of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the applicable iOS App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. As between Helpr and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Helpr.
● You acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringes that third party’s intellectual property rights, as between Helpr and Apple, Helpr, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the iOS App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the iOS App against you as a third-party beneficiary thereof.
21. Binding Arbitration. In the event of a dispute arising under or relating to this Agreement, the Services or any Mobile App or other Site (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 23 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
22. Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
23. Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and/or confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce the Agreement. We may, without waiving any other remedies under the Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.
24. General Clauses.
a. Governing Law. All matters relating to the Site and this Agreement and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
b. Assignments. You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder without written consent from us. We may transfer, assign, or delegate this Agreement and any of our rights and obligations without consent.
c. Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
d. Waiver. No waiver by either party of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
e. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
f. Notice. We may give you notice by means of a general notice on or through the Site, electronic mail to your email address on record for your Account, or by written communication sent by first class mail or pre-paid post to your address on record for your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Helpr (such notice shall be deemed given when received by Helpr) at any time by sending a letter, delivered by nationally recognized overnight delivery service or first class postage prepaid mail, to Helpr at the following address: Helpr, PO BOX #96 28625 S Western Ave Rancho Palos Verdes CA 90275.
g. Complete Agreement. The Agreement constitutes the sole and complete agreement between you and Helpr with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
25. COVID Notice. Helpr is committed to working with its caregivers and the people they care for as we all navigate the difficult and uncertain situation surrounding the COVID-19 pandemic. Please let Helpr know immediately if you learn that you or any of your family or household members have contracted COVID-19. Likewise, if Helpr learns that a Helpr caregiver has contracted COVID-19, Helpr will immediately cancel any appointments that you have with that caregiver, and that caregiver will not be available for further appointments until Helpr receives confirmation from the caregiver’s healthcare provider that the caregiver is not contagious. If Helpr cancels a caregiver appointment, you will need to book a replacement caregiver. All caregiver bookings are subject to availability. Given the nature of the COVID-19 virus, it is possible that despite these precautions, you or your family or household members could be exposed to COVID-19 by a Helpr caregiver. In light of the foregoing, you agree that Helpr will in no event have any liability for any claims regarding any actual or alleged exposure to COVID-19 arising from any interactions between any Helpr caregiver and you or any of your family or household members.