BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF HELPMENOW, LLC, ITS AFFILIATES OR AGENTS (“HELPMENOW”) WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE” ) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY HELPMENOW OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE HELPMENOW, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE HELPMENOW YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT HELPMENOW TO THESE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THESE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT HELPMENOW’S THEN CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9 BELOW.
The following constitute Supplemental Terms if you participate in our alpha testing (“Alpha Testing”): OUR SERVICES ARE CURRENTLY IN DEVELOPMENT AND MAY CONTAIN ERRORS, DEFECTS OR DEFICIENCIES. AS A RESULT, YOU WILLINGLY ASSUME ALL RISKS ASSOCIATED WITH USE OF THE SERVICES AND PARTICIPATION IN THE ALPHA TESTING. YOU ACKNOWLEDGE AND AGREE THAT NO EMERGENCY ASSISTANCE (FOR EXAMPLE, AMBULANCE OR FIRE SERVICES) WILL BE SENT TO YOU THROUGH YOUR USE OF THE SERVICES. You hereby waive, release, and discharge HelpMeNow, its directors, officers, employees, agents and representatives from any and all liability, including but not limited to, liability arising from the negligence or fault of HelpMeNow, for your death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to you. You agree to indemnify, hold harmless and promise not to sue HelpMeNow for any or all liabilities or third-party claims made as a result of your participation in the Alpha Testing. YOU ACKNOWLEDGE THAT HELPMENOW HAS ASKED YOU TO PARTICIPATE IN THE ALPHA TESTING IN RELIANCE ON THE WAIVERS AND DISCLAIMERS HEREIN THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HELPMENOW.
1. Use of the Services and HelpMeNow Materials. The Application, the Software, the information and content available on the Website and in the Services (as these terms are defined below) (collectively, the “HelpMeNow Materials”) are protected by copyright laws throughout the world. Subject to these Terms, HelpMeNow grants you a limited license to reproduce portions of the HelpMeNow Materials for the sole purpose of using the Services for your personal or non-commercial purposes. Unless otherwise specified by HelpMeNow in a separate license, your right to use any HelpMeNow Materials that you access or download through the Website, the Application, the Software or the Services is subject to the Terms.
1.1 Application License. Subject to your compliance with these Terms, HelpMeNow grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the HelpMeNow’s software application for mobile devices (the “Application”) on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
1.2 HelpMeNow Software. Use of any software and associated documentation, other than the Application, that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the Terms. HelpMeNow grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
1.3 Updates. You understand that the Website, the Application, the Software and the Services are evolving. As a result, HelpMeNow may require you to accept updates to the Website, the Application, the Software or the Services that you have installed on your computer or mobile device. You acknowledge and agree that HelpMeNow may update the Website, the Application, the Software and/or the Services with or without notifying you. You may need to update third party software from time to time in order to receive the Services or use the Website, the Application and/or the Software.
1.4 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion of the Website, including any HelpMeNow Materials, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other HelpMeNow Materials (including images, text, page layout or form) of HelpMeNow; (c) you shall not use any metatags or other “hidden text” using HelpMeNow’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the HelpMeNow Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) access the HelpMeNow Materials in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the HelpMeNow Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the HelpMeNow Materials. Any future release, update or other addition to the HelpMeNow Materials shall be subject to these Terms. HelpMeNow, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Website, the Application, the Software or the Services terminates the licenses granted by HelpMeNow pursuant to the Terms.
1.5 Third Party Materials. As a part of the HelpMeNow Materials, you may have access to materials that are hosted by another party. You agree that it is impossible for HelpMeNow to monitor such materials and that you access these materials at your own risk.
2.1 Registering your Account. In order to access certain features of the Website, the Application, the Software and the Services you may be required to become a Registered User. For purposes of these Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).
2.2 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the HelpMeNow Materials or the Services by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or HelpMeNow has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HelpMeNow has the right to suspend or terminate your Account and refuse any and all current or future use of the HelpMeNow Materials and/or the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. HelpMeNow reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the HelpMeNow Materials and/or the Services if you have been previously removed by HelpMeNow, or if you have been previously banned from the Services.
2.3 Activities Under your Account. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify HelpMeNow immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.
2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the HelpMeNow Materials and the Services, including but not limited to, a mobile device that is suitable to connect with and use the HelpMeNow Materials and the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the HelpMeNow Materials and the Services. Our Services utilize the Global Positioning System ("GPS") device on your mobile device. If your applicable mobile device does not have coverage, network capacity, and reception, or such connection is congested or jammed, our Services may not work properly. PLEASE BE AWARE THAT NOT ALL OF OUR SERVICES ARE AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS AT ALL TIMES. The area that you are driving in may affect the Services that we can provide to you.
3. Responsibility for Content.
3.1 Types of Content. You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Website, the Application or the Services, whether publicly posted or privately transmitted, including the HelpMeNow Materials (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not HelpMeNow, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services, the Application, the Software or the Website (“Your Content”), and other Users of the Services, and not HelpMeNow, are similarly responsible for all Content they Make Available through the Services, the Application, the Software or the Website (“User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that HelpMeNow has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although HelpMeNow reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that HelpMeNow pre-screens, refuses or removes any Content, you acknowledge that HelpMeNow will do so for HelpMeNow’s benefit, not yours. Without limiting the foregoing, HelpMeNow shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by HelpMeNow in writing elsewhere, HelpMeNow has no obligation to store any of Your Content that you Make Available on the Website, the Application, the Software or via the Services. HelpMeNow has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting.
4.1 HelpMeNow Materials. Except with respect to Your Content and User Content, you agree that HelpMeNow and its suppliers own all rights, title and interest in the Website, the Services, and the HelpMeNow Materials (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using a HelpMeNow game client, and the HelpMeNow game clients and server software) You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the HelpMeNow Materials.
4.2 Trademarks. HelpMeNow’s stylized name and other related graphics, logos, service marks and trade names used on the Website, in the HelpMeNow Materials or in connection with the Services are the trademarks of HelpMeNow and may not be used without permission in connection with any third party products or services. Other trademarks, service marks and trade names that may appear on the Website, in the HelpMeNow Materials or in connection with the Services are the property of their respective owners.
4.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Website, the Application, the Software, or the Services.
4.4 Your Content. HelpMeNow does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Website or the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.5 License to Your Content. By submitting Your Content, which shall include your username, to any “public area” of the Website or the Services, you grant HelpMeNow a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. You also warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not the HelpMeNow, are responsible for all of Your Content that you Make Available on or in the Website, or the Services, whether publicly posted or privately transmitted.
4.6 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Website or the Services, you hereby expressly permit HelpMeNow to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
4.7 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of HelpMeNow.
4.8 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
4.9 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to HelpMeNow through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that HelpMeNow has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to HelpMeNow a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website, the Application, the Software and the Services.
5. User Conduct.
5.1 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by these Terms):
(a) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Website, Services (including your Account), HelpMeNow Materials, or access to or use of the Website, Services or HelpMeNow Materials;
(b) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(c) Use the Website, Services, or HelpMeNow Materials or any part thereof for any commercial purpose, including, but not limited to communicating or facilitating any commercial advertisement or solicitation;
(d) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); or
(e) Market any goods or services for any business purposes.
5.2 Unauthorized Use or Access. You agree that you will not, under any circumstances:
(a) Interfere or attempt to interfere with the proper functioning of the Website, Services or HelpMeNow Materials or connect to or use the Website, Services or HelpMeNow Materials in any way not expressly permitted by the Terms;
(b) Systematically retrieve data or other content from our Website, Services or HelpMeNow Materials to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
(c) Use, display, mirror or frame the Website, Services or HelpMeNow Materials, or any individual element within the Website, Services, or HelpMeNow Materials, HelpMeNow’s name, any HelpMeNow trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without HelpMeNow’s express written consent;
(d) Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Website, Services or HelpMeNow Materials or that is in transit from or to the Website, Services, or HelpMeNow Materials;
(e) Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Services, whether through the use of a network analyzer, packet sniffer or other device;
(f) Make any automated use of the Website, Services, or HelpMeNow Materials, or take any action that imposes or may impose (in HelpMeNow’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Website, Services or HelpMeNow Materials;
(g) Bypass any robot exclusion headers or other measures HelpMeNow takes to restrict access to the Website, Services or HelpMeNow Materials or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, Services or HelpMeNow Materials or harvest or manipulate data;
(h) Use, facilitate, create, or maintain any unauthorized connection to the Website, Services or HelpMeNow Materials, including, but not limited to: (a) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website, Services or HelpMeNow Materials; or (b) any connection using programs, tools or software not expressly approved by HelpMeNow;
(i) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Website, Services or HelpMeNow Materials, or to obtain any information from the Website, Services or HelpMeNow Materials;
(j) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website or Services;
(k) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(l) Solicit or attempt to solicit personal information from other users of the Website, Services or HelpMeNow Materials;
(m) Use our Website, Services or HelpMeNow Materials to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(n) Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Website, Services or HelpMeNow Materials to send altered, deceptive, or false source-identifying information; or
(o) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
5.3 General. In connection with your use of the Website, Services, and HelpMeNow Materials, you shall not:
(a) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(b) Harm minors in any way;
(c) Impersonate any person or entity, including, but not limited to, HelpMeNow personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;
(h) Stalk or otherwise harass any other user of our Website, Services or HelpMeNow Materials; or
(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
6. Investigations. HelpMeNow may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, HelpMeNow shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although HelpMeNow does not generally monitor user activity occurring in connection with the Website, Services, HelpMeNow Materials, or Content, if HelpMeNow becomes aware of any possible violations by you of any provision of the Terms, HelpMeNow reserves the right to investigate such violations, and HelpMeNow may, at its sole discretion, immediately terminate your license to use the Website, Services, or HelpMeNow Materials, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
7. Interactions with Other Users.
7.1 User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that HelpMeNow reserves the right, but has no obligation, to intercede in such disputes.
7.2 Content Provided by Other Users. The Website, Services, and HelpMeNow Materials may contain User Content provided by other Users. HelpMeNow is not responsible for and does not control User Content. HelpMeNow has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. Your interactions with other Users are solely between you and the other User and we are under no obligation to become involved. You agree that HelpMeNow will not be responsible for any liability incurred as the result of such interactions.
7.3 Release. If you have a dispute with one or more Users, you release HelpMeNow and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “HelpMeNow Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now 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.”
8. Third Party Services.
8.1 Third-Party Websites & Ads. The Website, Services, and HelpMeNow Materials may contain links to third-party websites (“Third Party Websites”) and advertisements for third parties (collectively, “Third Party Websites & Ads”). When you click on a link to a Third Party Website or Ad, we will not warn you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Websites are not under the control of HelpMeNow. HelpMeNow is not responsible for any Third Party Websites & Ads. HelpMeNow provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You use all links in Third Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
8.2 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from which you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that these Terms are between you and HelpMeNow and not with the App Store. HelpMeNow, not the App Store, is solely responsible for the Website, Services, and Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies) when using the Application and the Services. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce them.
8.3 Routing. The routing data that we provide is based on the most current map information available to us, but may be inaccurate or incomplete. For example, our routing data may not include information about one-way roads, turn restrictions, construction projects, seasonal roads or new roads. It may suggest using a road that is now closed for construction or a turn that is prohibited by signs at the intersection. Therefore, you should use good judgment, obey traffic and roadway laws and instructions and evaluate whether following the system's directions is safe and legal for the current conditions.
9. Fees and Purchase Terms.
9.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide HelpMeNow with valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing HelpMeNow with your credit card number or PayPal account and associated payment information, you agree that HelpMeNow is authorized to immediately invoice your Account for all fees and charges due and payable to HelpMeNow hereunder and that no additional notice or consent is required. You agree to immediately notify HelpMeNow of any change in your billing address or the credit card or PayPal account used for payment hereunder. HelpMeNow reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you.
9.2 Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your annual package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable. No contract will exist between you and HelpMeNow for the Services until HelpMeNow accepts your order by a confirmatory e-mail, SNS/MMS message, or other appropriate means of communication.
9.3 Taxes. HelpMeNow’s fees are net of any applicable Sales Tax. If any Services, or payments for any goods or services, under this Agreement are subject to Sales Tax in any jurisdiction, Customer will be responsible for payment of such Sales Tax, and any related penalties or interest and will indemnify HelpMeNow for any liability or expense HelpMeNow may incur in connection with such Sales Taxes. For purposes of this Agreement, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that HelpMeNow is permitted to pass to Customer that is (a) the functional equivalent of a sales tax and (b) the applicable taxiing jurisdiction does not otherwise impose a sales or use tax. HelpMeNow may automatically charge and withhold such taxes for orders to be delivered to addresses within any jurisdictions that it deems is required.
9.4 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the terms of this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at HelpMeNow’s then current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize HelpMeNow to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if HelpMeNow does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that HelpMeNow may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received.)
9.5 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact HelpMeNow to have the charges reversed.
9.6 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address:____.
10. Indemnification. You agree to indemnify and hold HelpMeNow Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Website, the Application, the Software or the Services; (c) your violation of the Terms; (d) your violation of any rights of another party, or (e) your violation of any applicable laws, rules or regulations. HelpMeNow reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with HelpMeNow in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account or the Services.
11. Disclaimer of Warranties.
11.1 AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE, THE APPLICATION, THE SOFTWARE AND THE SERVICES IS AT YOUR SOLE RISK, AND THE WEBSITE, THE APPLICATION, THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. HELPMENOW PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) THE HELPMENOW PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, THE APPLICATION, THE SOFTWARE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE WEBSITE, THE SOFTWARE, THE APPLICATION OR THE SERVICES WILL BE CORRECTED.
(b) ANY CONTENT OR HELPMENOW MATERIALS DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. HELPMENOW MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HELPMENOW OR THROUGH THE WEBSITE OR THE HELPMENOW MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) From time to time, HelpMeNow may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at HelpMeNow’s sole discretion. The provisions of this section apply with full force to such features or tools.
11.2 NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE HELPMENOW PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE HELPMENOW PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11.3 NO LIABILITY FOR CONDUCT OF OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE, THE APPLICATION, THE SOFTWARE AND THE SERVICES. YOU UNDERSTAND THAT HELPMENOW DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES.
12. Limitation of Liability.
12.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HELPMENOW PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE APPLICATION, THE SOFTWARE, THE SERVICES OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT HELPMENOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE WEBSITE, THE APPLICATION, THE SOFTWARE OR THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
12.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE HELPMENOW PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY HELPMENOW AS A RESULT OF YOUR USE OF THE WEBSITE, THE APPLICATION, THE SOFTWARE AND THE SERVICES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT CLAIM. IF YOU HAVE NOT PAID HELPMENOW ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, HELPMENOW’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED FIFTY DOLLARS ($50).
12.3 USER CONTENT. THE HELPMENOW PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
12.4 Information Verification. HelpMeNow Parties may use various ways of verifying information that Users have provided. However, none of those ways are perfect, and you agree that HelpMeNow and its suppliers will have no liability to you arising from any incorrectly verified information.
12.5 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HELPMENOW AND YOU.
13. Procedure for Making Claims of Copyright Infringement. It is HelpMeNow’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to HelpMeNow by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website, or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Website or Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for HelpMeNow’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent].
14. Term and Termination.
14.1 Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Website, the Application, the Software or any Services, unless terminated earlier in accordance with these Terms.
14.2 Prior Use. Notwithstanding the foregoing, if you used the Website, the Application, the Software or any Services prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used the Website, the Application, the Software or the Services (whichever is earlier) and will remain in full force and effect while you use the Website, the Application, the Software or any other Services, unless earlier terminated in accordance with these terms.
14.3 Termination of Services by HelpMeNow. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder to cancel such Service, in which case the HelpMeNow will refund your Service Subscription Fee, if already paid pursuant to Section 9.2 or 9.4, for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of this Agreement, or if the HelpMeNow is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful), HelpMeNow has the right to suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in HelpMeNow’s sole discretion and that HelpMeNow shall not be liable to you or any third party for any termination of your Account.
14.4 Termination of Services by You. If you want to terminate any Services provided by HelpMeNow, you may do so by (a) notifying HelpMeNow at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to HelpMeNow's address set forth below.
14.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. HelpMeNow will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
15.1 Violations. If HelpMeNow becomes aware of any possible violations by you of the Terms, HelpMeNow reserves the right to investigate such violations. If, as a result of the investigation, HelpMeNow believes that criminal activity has occurred, HelpMeNow reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. HelpMeNow is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Website, the Application, the Software or in the Services, including Your Content, in HelpMeNow’s possession in connection with your use of the Website, the Application, the Software or the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of HelpMeNow, its Users or the public, and all enforcement or other government officials, as HelpMeNow in its sole discretion believes to be necessary or appropriate.
15.2 Breach. In the event that HelpMeNow determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for the Website, the Application, the Software or the Services, HelpMeNow reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to HelpMeNow) that you have violated these Terms;
(b) Delete any of Your Content provided by you or your agent(s) to the Website, the Application, the Software or the Services;
(c) Discontinue your registration(s) with the Website and/or any Services or HelpMeNow community;
(d) Discontinue your subscription to any Services;
(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which HelpMeNow deems to be appropriate.
15.3 No Subsequent Registration. If your registration(s) with or ability to access the Website, the Application, the Software or the Services, or any other HelpMeNow community is discontinued by HelpMeNow due to your violation of any portion of these Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Website, the Application, the Software, the Services or any other HelpMeNow community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those materials or Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, HelpMeNow reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
16. International Users. This Website can be accessed from countries around the world, but our Services are and may contain references to services and Content that are not available in your country. These references do not imply that HelpMeNow intends to announce such services or Content in your country. The Website and Services are controlled and offered by HelpMeNow from its facilities in the United States of America. HelpMeNow makes no representations that the Website or the Services are appropriate or available for use in other locations. Those who access or use the Website or the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
17. General Provisions.
17.1 Electronic Communications. The communications between you and HelpMeNow use electronic means, whether you visit the Website or send HelpMeNow e-mails, or whether HelpMeNow posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from HelpMeNow in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that HelpMeNow provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
17.2 Release. You hereby release the HelpMeNow Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third party websites of any kind arising in connection with or as a result of your these Terms or your use of the Website, the Application, the Software or the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.
17.3 Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without HelpMeNow’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
17.4 Force Majeure. HelpMeNow shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
17.5 Dispute Resolution. If you believe that HelpMeNow has not adhered to these Terms, please contact HelpMeNow by emailing us at ____________. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
17.6 Choice of Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflict of laws principles that require the application of the law of a different state. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which HelpMeNow’s principal place of business is located for any lawsuit filed against you by HelpMeNow arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
17.7 Limitations Period. YOU AND HELPMENOW AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(a) Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, HelpMeNow may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that re applicable to your use of the Website and the Services.
(b) Any other Dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by arbitration in accordance with the JAMS Commercial Arbitration Rules (the “Rules”) and shall be administered by the Washington, D.C. office of JAMS (the “Administrator”). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be Washington, D.C. USA. The Dispute(s) shall be submitted to a single arbitrator (“Arbitrator”) chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 9 of this Agreement. Judgment on the award of the Arbitrators may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States Federal law.
(c) By using the Website, the Application, the Software or the Services in any manner, you agree to the above arbitration provision. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and HelpMeNow (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
17.9 Choice of Language. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
17.10 Notice. Where HelpMeNow requires that you provide an e-mail address, you are responsible for providing HelpMeNow with your most current e-mail address. In the event that the last e-mail address you provided to HelpMeNow is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, HelpMeNow’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to HelpMeNow at the following address: ___. Such notice shall be deemed given when received by HelpMeNow by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
17.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.12 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
17.13 Export Control. You may not use, export, import, or transfer the HelpMeNow Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the HelpMeNow Materials, and any other applicable laws. In particular, but without limitation, the HelpMeNow Materials may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the HelpMeNow Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the HelpMeNow Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by HelpMeNow are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer HelpMeNow products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
17.14 Accessing and Download the Application from iTunes. The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
(a) You acknowledge and agree that (i) these Terms are concluded between you and HelpMeNow only, and not Apple, and (ii) HelpMeNow, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between HelpMeNow 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 HelpMeNow.
(d) You and HelpMeNow acknowledge that, as between HelpMeNow and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and HelpMeNow acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between HelpMeNow and Apple, HelpMeNow, 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 these Terms.
(f) You and HelpMeNow acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
(g) Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
17.15 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
17.16 Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.