Terms

1. Effective Date: March 31, 2017

The following terms and conditions (together with any additional terms on each applicable Order Form (defined below), the “Agreement”) govern all use of the https://www.helpshift.com website (the “Site”) and the products and services available at the Site (taken together with the Site, the “Service”). The Service is owned and operated by Helpshift, Inc. (“Helpshift”). BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU (AND THE ENTITY OR COMPANY THAT YOU REPRESENT) (TOGETHER – “USER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.

As used herein, “User” means all users of the Service. “Subscriber” means a User that is a paying subscriber to the Service (which, for clarity, excludes Users subscribing on a free-trial basis). This Agreement sets forth certain terms and conditions that apply just to Subscribers – and not all Users. In the event any Subscriber-specific terms/conditions (including, without limitation, any such terms/conditions that may be stipulated on a mutually executed Helpshift order form that references these terms (each, an “Order Form”)) conflict with any of the terms/conditions that apply to Users generally, the Subscriber-specific terms/conditions shall control. If User represents a company or other organization – this Agreement is binding on, and “User” includes, both the individual and such organization.

Helpshift reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time, but if we do, we will bring it to User’s attention by placing a notice on the Site, by sending User an email and/or by some other means. User’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Notwithstanding the foregoing, if User is a Subscriber, such changes will take effect beginning on the Subscriber’s next subscription period.

2. Access

Subject to the terms and conditions of this Agreement, the Service is solely for User’s use in connection with its customer support activities – and shall not be used for any direct commercial purpose. For clarity, the Service may include downloadable code such as software development kits (“SDKs”). Any and all such code and/or SDKs will be deemed part of the “Services” and will be subject to the terms and conditions of this Agreement and all restrictions contained herein. Helpshift may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Helpshift may also impose limits on certain features and services or restrict User’s access to parts or all of the Services without notice or liability.

User certifies to Helpshift that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.

3. Restrictions

In connection with the Service, User shall comply with all laws and regulations (including, without limitation, as related to the privacy of User’s end users).

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law) (ii) modify or create derivatives of any part of the Service (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Helpshift reserves the right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Helpshift server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.

User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Helpshift’s systems or networks, or any systems or networks connected to the Service or to Helpshift.

User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.

4. Fees and Payment

If User is a Subscriber, User will pay Helpshift fees for the Service as set forth in the Pricing Guide (or Order Form, if applicable) (“Fees”). Unless otherwise agreed to by the parties in writing (including in an Order Form), (a) all Fees are payable upon demand by Helpshift-accepted credit card. Fees for each subscription period will be billed in advance (within five (5) days from the beginning of the applicable subscription period), (b) subscription Fees are billed on a recurring basis and Subscriber hereby authorizes Helpshift to charge Subscriber’s credit card for such purposes, and (c) Helpshift reserves the right to change the Fees at any time (and such changes will apply on a going forward basis). Unpaid Fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Subscriber shall be responsible for all taxes associated with Service other than taxes based on Helpshift’s net income. If Subscriber believes that Helpshift has billed Subscriber incorrectly, Subscriber must notify Helpshift thereof (in writing) no later than sixty (60) days after the date on which Helpshift has charged Subscriber, otherwise the amount charged shall be conclusively deemed correct by the parties. All Fees paid are non-refundable, except in the event (i) of overpayment, but subject to the preceding sentence, (ii) if Subscriber terminates this Agreement for Helpshift’s uncured breach, or (iii) Helpshift terminates without cause pursuant to Section 9 (and in the case of a termination as set forth in subsections (ii) or (iii), Customer shall be entitled to a refund of any prepaid, unused fees, prorated to the date of such termination).

5. Registration; Security

As a condition to using certain products and services of the Service, User is required to register with Helpshift and select a password and username (“Helpshift User ID”). User shall provide Helpshift with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. Helpshift reserves the right to refuse registration of, or cancel a Helpshift User ID in its discretion. User shall be responsible for maintaining the confidentiality of User’s Helpshift password and other account information.

6. Content; Software

User agrees that all content and materials (collectively, “Content”) delivered by Helpshift via the Service, or otherwise made available by Helpshift at the Site, are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Helpshift in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content. However, User may print or download a reasonable number of copies of the Content for User’s own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Helpshift.

7. Indemnification

Helpshift shall defend, indemnify and hold any Subscriber harmless from any amounts paid or due to unaffiliated third parties (including reasonable attorney’s fees) which result from a third party claim that the Service infringes any United States patent, copyright, or trademark, or misappropriates any trade secret, provided that Subscriber provides Helpshift with (a) prompt written notice of such claim, (b) the option to assume sole control over the defense and settlement of such claim, and (c) reasonable assistance in connection with such defense and settlement (at Helpshift’s expense). Without limiting the foregoing, Helpshift will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to the Service or portions or components thereof to the extent (i) not created by Helpshift, (ii) made in whole or in part in accordance to Subscriber’s specifications, (iii) modified after delivery by Helpshift, (iv) combined with other products, services, processes or materials where the alleged infringement relates to such combination, (v) where Subscriber continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Subscriber’s use of the Service is not strictly in accordance with this Agreement. User will indemnify and hold Helpshift harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to the exclusions set forth in the preceding sentence.

8. Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HELPSHIFT MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II)THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS.

9. Limitation of liability

IN NO EVENT SHALL HELPSHIFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER IS A CUSTOMER – SUCH MONETARY CAP SHALL BE THE AMOUNT OF FEES PAID TO HELPSHIFT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES). IN ADDITION, HELPSHIFT SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER’S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATE DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Term; Termination

If User is a Subscriber, for each Order Form, the “Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on the Order Form (or if no term is specified on such Order Form, then for one year) (the “Initial Order Form Term”), and (y) following the Initial Order Form Term, shall automatically renew for additional successive periods of one year each (each, a “Renewal Order Form Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Initial Order Form Term or then-current Renewal Order Form Term, as applicable.

Unless otherwise set forth in an Order Form, Helpshift may terminate this Agreement at any time, upon notice to User (which may be via email); provided that, if User is a Subscriber, Helpshift will use reasonable effort to provide prior notice. Unless otherwise set forth in an Order Form, during the Term, Subscriber may terminate this Agreement only for Helpshift’s breach and Subscriber must provide Helpshift with thirty (30) days prior written notice and an opportunity to cure within such period. All non-Subscriber Users may terminate this Agreement by either (i) by cancelling User’s Helpshift account online (User must follow the instructions located in User’s Helpshift account management page), or (ii) by ceasing to access or use the Service. Upon termination notice from Helpshift, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

11. Export and trade controls

User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.

12. Privacy

Helpshift’s current privacy policy is available at the Site (the “Privacy Policy”), which is incorporated by this reference. Helpshift strongly recommends that you review the Privacy Policy closely.

13. Copyright

All content included by Helpshift on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Helpshift or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Helpshift and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Helpshift or its software suppliers and protected by United States and international copyright laws.

14. Miscellaneous

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Helpshift shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Helpshift’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by User except with Helpshift’s prior written consent. Helpshift may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties hereby consent and submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Helpshift in any respect whatsoever.

15. Public Relations

Customer agrees that Helpshift may create a case study and/or issue a press release within 90 days of execution of this Agreement concerning Customer’s use of the Services. These materials will be statements of facts about the relationship between Customer and Helpshift and will also constitute an endorsement. Helpshift will not publicly distribute final versions of such documents without Customer’s prior written consent. Customer further consents to the use of Customer’s name in Helpshift’s marketing and sales materials, including on its website.