1. Acceptance of Terms
The following instrument consists of the terms and conditions governing your (“you”, collectively “Consumers”) collection, use, and disclosure of information that we receive through the services that we provide on our Clients websites (the “HelpfulCrowd Network”), through our corporate website, helpfulcrowd.com (“Website”), and through the business applications offered on the Website, app.helpfulcrowd.com (“App” or “Application”) (collectively, the “Sites”). These HelpfulCrowd TERMS OF USE are approved by you if and when you have registered to receive any service from HelpfulCrowd (these TERMS OF USE the “Terms”) constitute a binding agreement between you and HelpfulCrowd, and by continuing to use and/or utilise the Sites (in whole or in part) in any way or manner you agree to abide by, and that you are bound, by these Terms. If you do not understand and/or agree to these Terms, you should immediately exit this Site and avoid making any use of the Sites.
2. Ownership of Proprietary Rights
2.1 “Review(s)” means any opinions, product or service ratings or reviews, articles, written expressions, in any form or media, and/or any works of authorship that you and/or your end users may provide to HelpfulCrowd in connection with these Terms and/or the Site.
2.2 OWNERSHIP OF REVIEWS. All the Intellectual Property Rights in and to the Reviews (as defined below in Section 3) of your end users are your property and you retain all right, title and interest in connection therewith, unless otherwise superseded by a concurrent agreement that you have with a third party service.
2.3 HELPFULCROWD IP. All the Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Site, including without limitation the Services (with the exception of the Reviews), including without derogation any underlying software, platforms, algorithms, technology, Site design, any information, services, texts, files, HelpfulCrowd videos, various applications, social graphs, organisation, structure, specifications, application “look and feel,” navigation, features and related content that may be created in connection with the use of or registration to the Site and/or other proprietary materials (“Materials“) are the property of HelpfulCrowd and/or its respective affiliates which retains all right, title and interest in connection therewith.
No transfer or grant of any rights is made or is to be implied by any provision of these Terms or by any other provision contained in the Site with respect to the Materials or otherwise.
“Intellectual Property Rights” means worldwide (a) rights associated with works of authorship, designs and photography including copyrights; (b) trademarks, service marks, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications and industrial designs; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
3. Limited License to Access The Sites and Services
3.1 LICENSE TO THE SERVICES. Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), HelpfulCrowd hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal use of the HelpfulCrowd proprietary services known as HelpfulCrowd PlatformTM (the “Services”), only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
3.2 LICENSE TO REVIEWS. Nothing contained herein shall be construed as HELPFULCROWD limiting your use of your end user’s Reviews at your discretion, subject to compliance with applicable law.
HelpfulCrowd will not use your Reviews outside of the Services without your permission or unless you have a concurrent agreement that supersedes this condition with a third party service provider.
Without derogating from your ownership and use of the Reviews, by submitting, transmitting and/or allowing your end users to submit or transmit any Review(s) to the Site and/or through the Services you undertake to ensure that any such end users grant HelpfulCrowd and you a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sub license, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Reviews and otherwise use and commercially exploit any Submitted Information and Materials in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed.
4. Limitations on Use
You undertake to use the Site solely for your own internal business use. Except as specifically permitted herein, you agree not to (i) sell, license (or sub- license), lease, assign, transfer, pledge, or share any of your rights under these Terms with/to anyone else; (ii) transfer, distribute, copy all or any part of the Site and/or the Materials; (iii) refer to the Site by use of framing and/or deep-linking; (iv) make use of the Site or distribute any part thereof in any jurisdiction where same are illegal or which would subject HelpfulCrowd or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use, the Site for any illegal, harmful or offensive use; (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law, or that may be perceived as unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of HelpfulCrowd and/or its affiliates’ services; (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) visit the Site through unauthorised means, including without limitation any data mining, robots, or similar data gathering and extraction tools to extract for re-utilisation of any parts of this Site; (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements (other than as otherwise permitted below in Section 6 and subject to the standards specified thereof); (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes Intellectual Property Rights of third parties or their right for privacy; (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Site or create derivative works thereof; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Site; (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Services; (ix) use the Site and/or Services in a manner that may subject any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge.
You are solely responsible for your own installation, service, support, and usage of the application including obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access and using to the Site.
5. Obtaining Applicable Consents and Authorisations
Without limiting any of the terms and conditions specified herein, as a perquisite for allowing your end users to access the end user Review Tool enabled by the Services (“Review Tool“), provided that you ensure that your end users are bound by an end user license which complies with the following (“EULA“): (i) restrict your end users’ use of the Review Tool for their own personal and non-commercial use only and contain terms no less restrictive and protective of HelpfulCrowd and HelpfulCrowd’s Intellectual Property Rights as these Terms, including but not derogating from those terms set forth in Sections 2, 3.2, 4, 7 and 9 hereto; (ii) you shall obtain all end user consents, assignments, licenses, permissions and authorisations (including waiver of any moral rights) for HelpfulCrowd to perpetually make any use pursuant to the terms hereof in any and all rights in and to the Reviews and the Submitted Information and Materials; (v) you shall obtain your end users’ explicit consent to receive post-sale emails sent by you of any nature connected with the Application (via HelpfulCrowd as a mere conduit), containing reminders to submit service reviews to the Review Tool and containing recommendations and links to third party goods and/or services, as required by applicable law and holding HelpfulCrowd harmless and indemnify HelpfulCrowd should a compliant arise; and (vi) you shall obtain all permissions, authorisations and licenses required by applicable law for the transfer to and use by HelpfulCrowd of your end users’ private identifiable information for the purpose of provision of the services, sending applicable emails and recommendations, operation and improvement of the Site, use of targeted behavioral advertisements, analysis and transfer to third parties for all of these purposes; you shall ensure you have in place a privacy policy that includes the above mentioned permissions and consent.
6. Messages and Transmissions
You hereby acknowledge and confirm that you, solely, are responsible to edit any and all messages, before such messages are sent to your end users by and/or through the Site (“Your Messages”). Without derogating from any of the terms and conditions contained herein, and any other obligations you may have under the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 and/or any applicable law, you hereby undertake to uphold the following standards as a minimum in respect of any and all of Your Messages: (i) include a conspicuous identifier and a valid physical address; and (ii) include a valid return address and any additional contact information you may have; and (iii) not use deceptive subject headings; and (iii) in respect of advertisements and/or promotional transmissions, note in the heading and at the beginning of the transmission that the transmission is an advertisement; and (iii) include a simple and user friendly opt-out mechanism, including by email, in all transmissions; and (iv) stop any and all transmissions to a certain user in the event said user opted-out or otherwise objected to receive transmissions; (v) send transmissions strictly to end users who opted-in to receive them.
You hereby acknowledge that HelpfulCrowd simply plays a technical role in transmitting or routing Your Messages as a mere conduit, and that you shall have sole responsibility and liability for any of Your Messages, and you shall defend, hold harmless and indemnify HelpfulCrowd and its affiliates from and against any damages which may result from Your Messages, and/or their lack of compliance with the standards specified in this Section 6 and/or any applicable law.
7. Fair use policy
In order to provide reliable services at reasonable costs to all our customers, we have certain restrictions in place to ensure the activities of some users do not disrupt or impair other customers’ services or our network. You may not use our services in a manner that harm, may harm or impair, or unduly interferes with The Apps network or system; or in a manner that is unlawful, or infringes on intellectual property rights. HelpfulCrowd reserves the right, without notice or limitation, to terminate, end, modify, disconnect, or suspend service if an individuals account exceeds the uses set forth in this Agreement or HelpfulCrowds Fair Use Policy, found at www.helpfulcrowd.com/fair-use-policy, if HelpfulCrowd, in its sole discretion, determines action is necessary to protect its service or network from harm or degradation. HelpfulCrowd services are provided solely for the use for B2C eCommerce and B2C retail and service businesses and as otherwise described herein.
Listed below are examples of the permitted uses of the service and examples of the prohibited uses of the service.
Examples of permitted uses of the service include:
• Requesting authentic review requests from retail customers;
• Providing a question answering service for retail customers;
• Displaying user generated content with the App on your personal website;
• Having a product catalog of less than 20,000 products, unless otherwise agreed;
• Sending less than 50,000 review requests (emails) in total for any two non-concurrent months within a 12-month period, unless otherwise agreed.
You are not permitted to use the service if it is likely to:
• Compromise network security or capacity, degrade network performance;
• Uses malicious software or “malware”, hinders other customers’ access to the network, or otherwise adversely impacts network service levels;
• In a manner which automatically consumes unreasonable amounts of available network capacity, unless agreed and allowed by a custom Plan;
• Uses applications which are designed for unattended use, automatic data feeds, automated machine-to-machine connections, or applications that are used in a way that degrades network capacity or functionality;
• Misuses the Service, including “spamming” or sending abusive, unsolicited, or other mass automated communications;
• Accesses the accounts of others without authority;
• Results in unusually high usage, data storage, page visits or email requests (specifically, more data usage than an average of what 90% of all customers use in a month, based on last 90 days historical averages, unless agreed and allowed by a custom Plan;
• Resells the Service, either alone or as part of any other good or service;
• Tampers with, reprograms, alters, or otherwise modifies our to circumvent any of our policies or violate anyone’s intellectual property rights;
• Causes harm or potentially adversely affects us, the network, our customers, employees, business, or any other person;
• Is used to mislead the public, misrepresent or is used to create and display fake content;
• Conflicts with applicable law;
• Is not in accordance with these Terms of Service; or
• Attempts or assists or facilitates anyone else in any of the above activities.
8. Submitted Information and Materials
You shall have sole responsibility and liability for Submitted Information and Materials. HelpfulCrowd shall not be liable for any and all parts of the Submitted Information and Materials and shall be entitled, under its sole discretion, to remove or edit any of the Submitted Information and Materials which HelpfulCrowd believes to be inaccurate, inappropriate or otherwise not in compliance with the Terms. NOTHING IN THESE TERMS OBLIGATES HELPFULCROWD TO DISPLAY YOUR SUBMITTED INFORMATION AND MATERIALS OR TO USE IT AT ALL OR IN A CERTAIN MANNER.
“Submitted Information and Materials” shall mean any and all material, text, videos, photographs and information or other data (including Reviews) provided by you and/or your end users and/or on your behalf.
9. User Warranties and Representations
You represent and warrant to HELPFULCROWD that:
(a) you have, and will have at all times, all right, title and interest necessary to grant to HELPFULCROWD any and all licenses hereunder for the purposes contemplated by these Terms;
(b) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business or venture identified in your Reviews and/or any other Submitted Information and Materials;
(c) you are solely responsible for all customer service, order fulfillment, product returns, or payment of taxes or charges associated with any products or services that link from your Reviews and/or any other Submitted Information and Materials; and
(d) your Reviews and/or any other Submitted Information and Materials (including all content, images, trademarks, and technology contained therein) will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including any intellectual property rights;
(e) you shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act.
10. Privacy
HELPFULCROWD privacy practices are governed by HELPFULCROWD’s privacy policy, the most updated copy of which can be found at privacy-policy (“Privacy Policy“).
11. Refunds
If at anytime you are dissatisfied, please contact us. We will do our best to address your issue, provide a work around or give a timeline for a solution that will meet your needs. If you are still not satisfied, we will gladly offer you a FULL REFUND for the month and downgrade your account to the Free Starter for that service.
12. Disclaimer
THE SITE, INCLUDING WITHOUT LIMITATION MATERIALS, SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION, USAGE AND IMPLEMENTATION SERVICES) AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HELPFULCROWD DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
HELPFULCROWD DOES NOT WARRANT THAT THE MATERIALS, SERVICES AND CONTENT AVAILABLE IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE OR THE SERVER(S) THAT MAKES THIS SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND YOU SHALL HOLD HELPFULCROWD HARMLESS AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SITES AND/OR ANY AND ALL OF THE MATERIALS.
HELPFULCROWD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, SERVICES OR CONTENT IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SITES AND/OR ANY AND ALL OF THE MATERIALS. HELPFULCROWD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL HELPFULCROWD AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR AND/OR YOUR END USERS’ USE OF THE SITE, OR RELIANCE ON ANY OF THE MATERIALS (INCLUDING BUT NOT LIMITED TO ANY STOCK QUOTES WHICH MAY APPEAR IN THE SITE) OR SERVICES BY HELPFULCROWD, INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION, USAGE, SUPPORT AND IMPLEMENTATION SERVICES OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY FAILURE TO PERFORM BY HELPFULCROWD.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
14. Indemnification
You agree to defend, indemnify and hold HELPFULCROWD and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, partners, service providers and employees, harmless against any losses, expenses, costs, claims, damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) your breach of the terms of these Terms; (ii) breach of the terms of the EULA by any of your end users; (iii) any misrepresentation made by you to any third party; (iv) any third party claim in respect of the Submitted Information and Materials and/or your or your end users’ use of the Services.
15. Third Party’s Content
To the extent that the Site contain links to outside services and resources, HELPFULCROWD does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to such particular service or resource provider. Links are provided only as an informational resource, simply as a service and only for your convenience. HelpfulCrowd is not responsible or liable for such links and/or content. Should you leave the Site via a link contained herein and/or view content that is not provided by HelpfulCrowd, you do so at your own risk and HelpfulCrowd shall not be responsible or liable for damages or losses caused in connection therewith. In as much as you are redirected to linked sites and content, We recommend you to carefully read and abide by the terms of use and privacy policies of such sites and content.
Some of the content and materials available through the Site (e.g. reviews) may be provided by third parties. No reference made in this Site to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of HELPFULCROWD, constitute or imply an endorsement, recommendation or favoring by HELPFULCROWD.
Any opinions, advice, statements, content, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of HelpfulCrowd and HelpfulCrowd does not endorse, promote, solicit or recommend them in any way. HelpfulCrowd makes no warranties or representations as to, and shall have no liability for, any third party content.
16. Termination
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Site and/or Materials immediately for cause upon written notice. Upon termination you shall immediately cease using the Site, pay HelpfulCrowd any applicable fees and payments due as of termination and to the extent you do not inure any right or benefit from their provisions the following Sections shall survive: 2, 3.2, 4-15.
Without derogating from any other right and remedy provided under law and/or these Terms, HELPFULCROWD reserves the right to limit or revoke your license and access to and/or use of this Site and/or the Materials in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms. If your license to use the Services expires or is terminated HelpfulCrowd may, without notice, delete or deny you access to any of the Materials or meta data that may remain in its possession or control.
17. General
(i) These Terms shall be governed by and construed in accordance with the laws of England, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of London. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that HelpfulCrowd has the right, at any time and for any reason, to redesign or modify the Materials and other elements of the Site or any part thereof; (iv) this is the entire agreement between you and HelpfulCrowd regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on our website. You should check our website periodically at the following URL: www.HelpfulCrowd.com/tos to review such changes in the Terms. Unless stated otherwise in a written agreement between you and HelpfulCrowd,
HelpfulCrowd may at its discretion, at any time, change the license fees for the Services (the “Fees“), under any payment conditions as it deems fit, subject to sixty (60) days prior notice either by email and/or a prominent notice on the Site. If HelpfulCrowd will unilaterally change the Fees and you decide to stop using the Services, your license shall be automatically terminated with immediate effect and without any requirement from HelpfulCrowd to provide a notice or a remedy period. By continuing to use the Site, including without limitation the Services, Materials and/or Review Tool following such modifications, you agree to be bound by such modifications. If you are not comfortable with all of the provisions of these Terms, please do not use the Site, Services, Materials and/or Review Tool; (v) HelpfulCrowd may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of HelpfulCrowd. Any unauthorized assignment will be void and of no force or effect; (vi) nothing in these Terms shall be considered as granting any rights to third parties towards HelpfulCrowd; (vii) the failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) YOU AND HELPFULCROWD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: hello@helpfulcrowd.com.