A. The Terms
1. Acceptance of Terms
Please be aware that, according to these Terms (see in particular, the Dispute Resolution section below), each and any claim, dispute or contest (“Claim(s)”) that arises between you and HelpMe within the scope of the Terms shall be subject to a specific dispute resolution process that may include arbitration (which, although more informal than court proceedings, still results in a binding judgment with limited scope for judicial review), in the event that you and HelpMe are unable to arrive at a mutual resolution. Both you and HelpMe hereby waive any legal right to bring a class action suit to resolve any Claim. We recommend that you consider the full nature of the arbitration process, as well as its benefits and limitations, before you agree to comply with the Terms. Please visit http://www.adr.org for more information about arbitration.
In the Terms, “User,” “you” and “your” refer to the individual or entity that creates a HelpMe account as a Customer and/or Expert. “Customer” refers to the person who asks a question on the Site. “Expert” refers to the person who answers a question on the Site.
3. Communication and Transparency with You
Communication between HelpMe and its Users is a key component to the Services that we provide and we strive to ensure that such communication is timely, accurate, and transparent. To this end, we shall communicate with you by e-mail or by posting notifications on the Site. You consent to such method of communication and waive any legal right to require such communications in writing. You agree to provide us with, and maintain in your HelpMe account profile, your current and active email address.
HelpMe may modify any of the Terms at any time by posting them on the Site. Changes shall automatically be effective ten (10) days after such posting; provided, however, that material changes to the Terms will be effective as to an existing User thirty (30) days after notice to the existing User, either via email from info@HelpMe.com to your email address on file with HelpMe or via other reasonable means. If you affirmatively agree to the new terms, your agreement will be effective immediately, but in any event your continued use of the Service shall be sufficient indication that you accept those changes. Please discontinue using the Site if you do not agree to any such changes. The latest Terms will be posted on the Site, and we encourage you to review them on a frequent basis.
B. The Website
1. Information and Education Destination
HelpMe seeks to promote and facilitate education and we use our Site and Service to accomplish this goal. We permit Customers to ask questions and receive answers from Experts. The content on this Site is fully user-generated, meaning that HelpMe does not post or upload any content, nor edit, alter, filter, screen or monitor such content. Notwithstanding this HelpMe reserves the right, but is under no duty, to do anything of the things mentioned in the preceding sentence to ensure compliance with the Terms.
Experts have absolute discretion in choosing which questions to answer and they are under no obligation to provide any response to a question. Experts are not employees or agents of HelpMe.
EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should be directed immediately by telephone or in-person to qualified professionals (e.g. in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.
2. Confidentiality and Privacy of User-Generated Content
3. Information, Not Advice; No Confidentiality Relationship
While Expert answers may be useful to a Customer, they should not be considered or used as a substitute for in-person professional advice, and you acknowledge that such alternative advice is and will at all times be available to you. Expert answers are general information only and should not suggest or prescribe a particular remedy or course of action to the Customer; if they do, please do not rely on such Answer.
You affirm and recognize that no attorney-client, doctor-patient, or professional-client relationship shall exist between Experts and Customers. No communications between Experts and Customers are confidential, so that neither a Customer nor Expert may invoke any evidentiary privileges in the event that any dispute or Claim arises.
Before viewing an Expert’s answer, you will need to agree to a Disclaimer reminding you of these provisions.
C. User Accounts
1. User Accounts; Restricted Activities; Suspension or Termination of Service
User Accounts. To become a User, you will need to register an online account at the Site, whereby you will be asked to create a username and password for access thereto. Such account shall be your sole account with HelpMe. You are responsible for maintaining the confidentiality of your user name, password and associated account data, and you may not share this information or use of your account with any other natural or legal person. You will be solely responsible for all acts or omissions that occur under your account. In the event of any unauthorized use or loss of your password or account, you must expeditiously notify HelpMe. If your HelpMe account is suspended or terminated, you may not open another account on the Site.
You agree to keep your contact and billing information (including but not limited to email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for active HelpMe accounts.
Restricted Activities. Because we view our Site and service as a public utility, we take very seriously any content that appears on the Site. We endeavor to ensure to the best of our abilities and knowledge that any such content is accurate, current, and legal. However, we also expect a high degree of care and scrupulousness by you. Therefore, you agree and undertake that any content posted on or submitted to the Site at your direction shall not: (i) be fraudulent, misleading, or deceptive; (ii) constitute illegality or violate any federal, state or local law or regulation; (iii) be defamatory, threatening, harassing or otherwise unlawfully harmful to another person and/or his trade or professional reputation, (iv) infringe any third-party’s intellectual property or other proprietary rights and interests, including without limitation any person’s right of publicity; (v) directly compete with HelpMe or the Site; (vi) contain obscenity, child pornography, or other graphic images unsuitable to a child audience, and any adult-oriented material shall be posted under the “Mature Audiences Only” label in the listing title; and (vii) contain viruses, Trojan horses, bots, web scrapers, spiders or other manual or automated software that can cause damage to, or interfere with, the Site or any data therein as well as any other person’s personal property. Furthermore, you may not resell, license or make any commercial use of our system, database, or any content or data displayed on the Site, without HelpMe’s prior written permission.
You are prohibited from soliciting Users of this Site, including Experts, for any purpose (including inviting other Users to contact you off of the Site or Inviting Users to participate in a website that competes with HelpMe or the Site or charges money to receive answers or to communicate with purported experts or specialists).
Suspension or Termination of Service. By providing written notice via email to info@HelpMe.com, you may terminate your account and any services connected thereto. Effectuation of a termination request will usually occur within 7 business days after we receive such request. Any fees accrued or owed as of the effective date of termination will be payable according to the Terms.
At any time, without notice, for any or no reason, HelpMe reserves the right to refuse service to anyone; to modify and discontinue any portion or all of the Service, and to restrict, suspend and terminate Users’ accounts.
2. Fees, Payment and Refund Policy
HelpMe’s platform contains multiple uses and benefits (“Site Uses”) for account holders. For example, the platform allows Customers to submit questions to Experts in subject-matter categories for review and answering, and Customers may communicate with Experts via our online message board. All Customers on the Site are presented with our pay-per-question model.
Pay-Per-Question. With the pay-per-question model, you select the (listed) price to pay for the Site Uses pertinent to the question that you would like to ask. Upon selection of the price and payment of the amount, your question will be posted on HelpMe. Experts typically respond quickly, either with a request for further information or with an answer, although delays may occur from time to time. With requests for further information, it is important that you take advantage of the opportunity to communicate directly with the Expert so that the Expert can benefit from the added detail you provide.
Once you receive an answer from an Expert, you will be asked whether you found the answer to be helpful and would like to accept it. Clicking on the displayed acceptance button has the effect of routing a portion of the payment paid to us, to the Expert, and if you accept more than one answer such portions shall be routed to the Expert pro-rata (for example, if you accept three answers, the payment source that you provided us will be charged the price three times).
HelpMe takes the satisfaction our Users very seriously. However, HelpMe does not guarantee that you will receive an answer (or even a response) from an Expert. In the rare case that no Expert responds to your question or you do not accept an answer, you may request a refund within thirty (30) days from the date of payment relating to the relevant question, by emailing info@HelpMe.com or calling our Customer Service team (available from 9AM to 9PM EST, Monday through Friday) at (877) 898-3953. You must clearly refer to the relevant question and state that you are requesting a refund. Such refund request shall be your sole remedy in such a case. If you do not submit a request for a refund by way of the abovementioned procedure, you agree that we may retain your payment as consideration for providing you with the Site Uses.
HelpMe may use its sole discretion to look into and investigate any situation in which it is apparent to us that monies or funds were earned or derived under suspect circumstances or from a suspect account. Such investigation will continue until an adequate resolution has been reached, as determined by us, and we may engage reasonably necessary third parties (including relevant banks or credit card companies) to assist us in resolving the matter. HelpMe will make commercially reasonable efforts not to exceed a ninety-day (90) hold on your account as we and/or a third-party investigate.
HelpMe maintains the unfettered right to initiate special incentive pricing, membership, and other programs. We may extend or limit such programs to whichever User(s) or non-User(s) we choose in our sole discretion. Any promotional monies or credits placed into Customer accounts by HelpMe for use toward questions/answers on the Site remain the property of HelpMe alone (User agrees not to assert any proprietary right or interest thereover), and unless otherwise stated on the Site or in an email to a User, will be exercisable for a thirty (30) day period.
3. Special Offers
D. Legal Commitments
HelpMe does not, and will not, interfere in private disputes arising between and amongst Users., and you hereby release HelpMe (and our parents, subsidiaries, officers, directors, shareholders, employees, agents, joint ventures, consultants, successors and assigns) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Users are responsible for their acts and omissions, including any content placed on the Site. If you are a California resident, you agree to waive California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME Of EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
2. Ownership of Content
You acknowledge that HelpMe and its licensors own the rights to the Site and any data or content contained therein, other than user-generated content. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Site, or assist any other person or entity in doing so. You acknowledge that all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material and commercially produced information presented to you by the Service, by HelpMe, HelpMe Users, or HelpMe Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents, and any other similar rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way content available through the Service (including code and software) for commercial purposes. You do not acquire ownership rights to any content, document or other materials viewed through the Site and you agree to contact the owner of the copyright of any third-party content should you wish to use such content in the manner described above. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
Notwithstanding the above, you agree that HelpMe may use any information or content that you post on the Site (or any third-party blogs of venues related to the Site or Service), without any obligation to remunerate or compensate you. You also agree that HelpMe owns, and has the right to register in its name, trademarks and service marks for any category labels that you create on the Site and/or for the Service. Therefore, please do not use a category name that you intend to retain under your own ownership and control. HelpMe may use other trademarks or service marks in lieu of the category names that you create.
You grant to HelpMe a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable license to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you may own in any content, in any media now known or not currently known, with respect to any such content.
3. No Endorsement; No Relationship with Users
No endorsement or warranty is given by HelpMe in respect of any information, logos, links, or names that we may post on the Site for the purposes of making available to our Users certain products and services offered by non-HelpMe entities. Sole responsibility for engaging or transacting with any such entity lies solely with the relevant User, and such User agrees to hold HelpMe harmless from any liability resulting therefrom.
We hereby declare, and you acknowledge, that no relationship (such as partnership, agency, or employee) is created or exists between you and HelpMe, nor between any User (including any Customer or Expert) and HelpMe, by formation of this Agreement or use of the Site.
IT IS THE SOLE RESPONSIBILITY OF YOU AND EVERY USER TO CAREFULLY STUDY AND EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS, APPLICABILITY, AND LEGALITY OF ANY OPINION, ANSWER OR RESPONSE, OR OTHER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE SITE, WHETHER BY THIRD PARTIES OR VIA EXTERNAL LINK. PROFESSIONAL OPINION AND GUIDANCE IS ENCOURAGED.
4. Content Control and Storage
Because Users have discretion and control over the content they submit, you may come across some content that is offensive, damaging, inaccurate, or deceptive. HelpMe does not take responsibility for such content, nor for any act or lack of action by any User on the Site. We urge caution in using the Site, especially when communicating with other Users, some of whom may be not be nationals of the country in which you reside and may not be subject to the same laws and jurisdiction as you.
You acknowledge that, at the moment, HelpMe limits the amount of storage space allocated to each User for his/her respective content and data, and you agree that we are not liable for any consequences resulting therefrom.
5. Exclusion of Warranties
HelpMe SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. HelpMe DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HelpMe DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE, FROM THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES WILL HelpMe BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USERS’ SOLE RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HelpMe OR THROUGH OR FROM THE HelpMe SERVICES SHALL CREATE ANY WARRANTY.
6. Limitation of Liabilities
IN NO EVENT SHALL HelpMe, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THE TERMS BASED ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO HelpMe IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You and HelpMe agree that any cause of action arising out of or related to this Service must commence within six (6) months after the cause of action arose (except for causes of action arising out of Users’ responsibilities in the Indemnification section below); otherwise, such cause of action is permanently barred.
You agree to indemnify and hold HelpMe, its parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns harmless from and against all losses, costs, liabilities and expenses including reasonable attorneys’ fees, asserted by any third-party that are in any way due to or arising out of your use of or conduct on the Site.
8. Press about HelpMe
Any press release or press-related information residing on the Site is provided for reference purposes only and, although all the information contained therein was believed to be accurate as of the date of authorship, we offer no warranty or representation as to the continued accuracy and/or relevance of the information. Please do not rely on such information, nor construe it as any form of endorsement.
9. Choice of Law and Dispute Resolution
CHOICE OF LAW. The Terms shall be governed by, and construed in accordance with the laws of the State of Missouri, without regard to its conflicts of law provisions.
DISPUTE RESOLUTION. As stated above, unresolved Claims shall be referred to arbitration. Further to the above, and without derogation therefrom, you and HelpMe hereby waive any legal right to a trial by jury and agree that this provision shall be governed and construed in accordance with the Federal Arbitration Act. In addition, you agree to comply with the following procedural rules in the event of arbitration:
1) immediate delivery to the other party of a written notification outlining the facts giving rise to the Claim as well as a statement of its legal basis (the "Notification");
2) the amount of damages claimed;
3) allowance of thirty (30) days from the date of receipt of the Notification for the other party to file a response and/or to submit an offer to remedy the elements underlying the Claim;
4) if the Claim continues to be unresolved within those thirty (30) days, then a Request for Online Mediation for Small Claims must be filed with the American Arbitration Association ("AAA"), after which both you and HelpMe shall exercise good faith in attempting to reach a mutual resolution of the Claim during such mediation. (The request form is available at http://www.aaamediation.com). The cost of the mediation shall be borne in equal shares by both parties.
5) in the event that the mediation is unsuccessful is bringing the Claim to an mutually satisfactory end, a submission shall be made for a Demand for Arbitration with the AAA (see, http://www.adr.org/fileacase), and the Claim shall be resolved by binding arbitration. The cost of arbitration shall be borne in equal shares by both parties, unless the arbitrator(s) orders otherwise. Furthermore, if the arbitrator(s) grants or issues you an award whose amount is larger than the value of HelpMe's last written settlement offer prior to the appointment of the arbitrator(s), then HelpMe shall pay you the amount of the award or US$1000, whichever is greater. As an alternative to the arbitration route, either party may file a claim in a small claims court located within the applicable jurisdiction.
Claims improperly submitted or filed, including without limitation, Claims that do not comply with the abovementioned procedural rules, shall entitle HelpMe to attorneys' fees and costs totaling US$1000, provided that HelpMe has written to you and made you aware of the impropriety or defectiveness of the Claim, and you have failed to withdraw it promptly.
All written correspondence and communication for the purposes of this provision shall be sent or emailed to the following addresses:
1) For the User, to his/her email address on HelpMe's database; and
2) For HelpMe, either: (i) via mail to HelpMe, LLC, 237 W 35th St, Suite 1101, New York, NY 10001, or (ii) via email to support@HelpMe.com.
YOU AND HelpMe HEREBY EXPRESSLY WAIVE ANY LEGAL RIGHT TO BRING, INSTITUTE OR FILE A CLAIM AGAINST THE OTHER AS A PLAINTIFF OR MEMBER OF A CLASS IN ANY PUTATIVE CLASS, REPRESENTATIVE OR CONCERTED PROCEEDING, AND THAT NO CLAIM SHALL BE JOINED OR CONSOLIDATED WITH ANOTHER, NO MATTER THE SIMILARITY OF THE CLAIMS OR THE FACT THAT THEY MAY ARISE FROM A COMMON NUCLEUS OF FACTS.
If, for any reason whatsoever, this waiver is found by a court of competent jurisdiction to be unenforceable, step five (5) of the above procedure, requiring arbitration, shall be voided in its entirety, and the parties may file a complaint in the courts located in the applicable jurisdiction (as stated above) and both you and HelpMe agree to waive any ad jurisdictional, venue or inconvenient forum objections.
This Dispute Resolution section shall survive termination of this Agreement and the termination or your relationship with HelpMe.
10. Agreement; Assignment; Miscellaneous
Headings and section titles in the Terms are for convenience purposes only and shall not limit, affect or determine the meaning or interpretation of the Terms.
Any assignment or transfer of the Terms, including any rights or obligations therein, to a third party entity may be executed by HelpMe without any requirement to give you notice. You may not assign, delegate or transfer the Terms to any third party for any reason.
The following provisions shall survive any termination of this Agreement or termination of your relationship with HelpMe: (i) under Part B, Section 2; (ii) under Part C, Sections 2 and 3; and (iii) under Part D, Sections 2, 5, 6, 7, 9, and 10.