Helpiing Community Usage Terms & Software License

By selecting the “I Agree” button below, Company accepts the Helpiing app’s Terms of Service, Privacy Policy and Community Expectations, and agrees to the following.

About Helpiing

Helpiing is an enterprise social software application developed and supported by Addvanz Inc. The software provides office parks, campuses, associations, and other groups the ability to help each other meet professional and personal needs in a hyperlocal online setting. Helpiing’s mission is simple, build community by making it easier for their members to help each other. Help comes in all forms . . . find service providers, find a skillset needed for a task, find a recommendation, find a volunteer, find a mentor, etc.

Helpiing’s value propositions are broken out as follows:

1. Enable your community to engage with each other and find help with countless professional / personal needs.
2. Directly engage a community with important announcements through push notifications on a smart phone.
3. Creates a hyper-local economy through a custom rewards program that engages local vendors.
4. Strengthens the safety of the community through vigilance and direct messaging.

Helpiing creates regulated social network communities that limits what people can post and share. It is designed to protect privacy, promote harmonious interactions between its users, and encourage people to engage with and help each other. Helpiing communities unify people by a common mutual interest, skillset, or location. Membership is free to people within the community. It is the responsibility of the Helpiing Community Owner (HCO) to remove any members - with provided admin tools - deemed to be unauthorized or unwelcome. Helpiing users must register under their own names, have an email address confirmed, and create a Helpiing account to participate. Though Helpiing does provide an in-app referral function, messaging materials and a “How to Guide” to help the HCO and its organization drive Helpiing app adoption, Helpiing is not responsible for app promotion or user adoption of Helpiing communities.

Who Creates a Helpiing Community & HCO Rights

Because Helpiing is free for community members, the Helpiing staff reserves the right to create online communities for those that we believe will take full advantage of the system and have HCO’s Helpiing believes are committed to making a difference by promoting the software. Helpiing pre-screens and approves organizations before their communities are published. Each Helpiing Community has a dedicated HCO. An HCO is the primary administrator of the system and main point of contact with Helpiing. The HCO may access administrative features to manage their community by logging in to their account on the Helpiing website at http://helpiing.com to make announcements, remove members from the community, delete requests, understand community usage, and assign other administrators.

Publishing Helpiing Communities

When Helpiing and the HCO have agreeable payment terms as determined by Helpiing, and HCO is abiding by them, Helpiing staff will publish and support the HCO’s Helpiing Community.

HCO Expectations:

Promote the Helpiing Software. A Helpiing community’s value is only as great as the number of members it has. You never know who might have the ability to help with a particular need, but the more people who see it, the more likely it will be filled. And of course, the more users in the Helpiing community, the more can see important community announcements.

Use the How to Guide, digital messaging templates, and anything provided by Helpiing to help build awareness of and promote user adoption of your Helpiing Community.

Intellectual Property – Please be respectful of others intellectual property. Any content that violates another party's intellectual property rights is prohibited.

Make Announcements – In all likelihood, there are important events, activities, and happenings that your community would like to know about. But don’t abuse it either. Too many announcements will turn members away from the application.

Don’t Spam Users – Make sure the content that is sent out via announcements is relevant to your community. And it goes without saying, be respectful. Using the Helpiing platform to attack members or an entire community in a disrespectful way, include with profanity, illicit content, or anything deemed offensive by common standards, is strictly prohibited.

Delete community members / users who are not abiding by the Terms of Service, Privacy Policy and Community Expectations.

Legal precedents and opinions regarding the potential liability of HCO’s for removing messaging or deleting users.

We are not aware of any legal precedents or opinions involving Helpiing members acting as HCO’s. As of the date of this write up, no court has ever adjudicated a dispute involving a HCO’s handling of another member’s request.

However, there are many court precedents and opinions relating to the publication of content online, including bloggers and others who are involved in websites that allow users to post (or remove) messages or other content. These cases generally center on Section 230 of the Communications Decency Act, a federal law that, broadly speaking, protects the owners or operators of online services against being held liable for defamatory statements or other problematic material posted by users on their sites.

In this context, HCO’s are similar to bloggers: both have the ability to post messages themselves and to remove messages posted by others.

The Electronic Frontier Foundation, the leading nonprofit organization defending civil liberties in the digital world, has written an article about the protections afforded to bloggers by Section 230 of the Communications Decency Act: https://www.eff.org/issues/bloggers/legal/liability/230

We encourage you to read the entire article; in the meantime, here are some of the key quotes:

What protection does Section 230 provide?

Section 230 says that "No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider." This federal law preempts any state laws to the contrary: "[n]o cause of action may be brought and no liability may be imposed under any State or local law that is inconsistent with this section." The courts have repeatedly rejected attempts to limit the reach of Section 230 to "traditional" Internet service providers, instead treating many diverse entities as "interactive computer service providers."

How does Section 230 apply to bloggers?

Bloggers can be both a provider and a user of interactive computer services. Bloggers are users when they create and edit blogs through a service provider, and they are providers to the extent that they allow third parties to add comments or other material to their blogs.

Do I lose Section 230 immunity if I edit the content?

Courts have held that Section 230 prevents you from being held liable even if you exercise the usual prerogative of publishers to edit the material you publish. You may also delete entire posts.
Your readers' comments, entries written by guest bloggers, tips sent by email, and information provided to you through an RSS feed would all likely be considered information provided by another content provider. This would mean that you would not be held liable for defamatory statements contained in it.

Is Section 230 limited to defamation?

No. It has been used to protect intermediaries against claims of negligent misrepresentation, interference with business expectancy, breach of contract, intentional nuisance, violations of federal civil rights, and emotional distress.

What are the cases the Electronic Frontier Foundation's article is based on?

The EFF maintains a list of key cases related to Section 230 here: https://www.eff.org/issues/cda230/legal

SOFTWARE LICENSE AGREEMENT

This Software License Agreement is effective upon acceptance by and between Addvanz Inc. d.b.a. Helpiing, a Connecticut company with headquarters at 1439 Boulevard West Hartford, CT 06119, and the company and/or its representative requesting to be the HCO of a Helpiing Community.

RECITALS:

A. HCO represents a community unified by a location, common interest, or association. B. Addvanz Inc. owns and maintains the licensing rights to “Helpiing” and Helpiing.com. C. HCO desires that the Helpiing application be launched to serve their community, and Addvanz Inc is willing to license such software to the HCO, in accordance with all of the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions contained herein, HCO and Addvanz agree as follows:

1. Definitions
   1. HCO means Helpiing Community Owner.
   2. Helpiing Community means the name of the online information sharing and delivery service Helpiing provides HCO.
   3. Helpiing means the software service provided to the HCO by Helpiing.
   4. End user means a party that uses the HCO’s Helpiing Community and does not further distribute the software.
   5. White label means a Helpiing Community that incorporates the corporate ID, logo, or image of the organization offering the service to its members.
   6. Intellectual Property means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all: (a) patent rights; (b) rights associated with works of authorship including copyrights and mask work rights; (c) rights relating to the protection of trade secrets and confidential information; and (d) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights.
   7. Update means a new version of the Software incorporating or accommodating minor maintenance modifications or revisions to correct any mistakes, problems or bugs in the Software or producing minor performance or feature improvements.
2. Responsibilities and Obligations
   1. Technical Support. At the request of the HCO, Addvanz Inc. will provide limited technical support to address any issues regarding Helpiing software malfunction, defined as instances of error messages being thrown, and functions within the admin console of http://helpiing.com not working as designed to function.
   2. Customer Service. Addvanz will assign a customer service representative to address any questions or concerns HCO may have regarding use and promotion of HCO’s Helpiing community.
   3. HCO Obligations.
      1. Commitment to Helpiing. HCO should make every effort to make their community aware of the Helpiing application which should include email announcements, promotional material, announcements, emergency drills and other examples as outlined in the free How to Guide provided to maximize Helpiing adoption.
      2. Community Contact. HCO shall make available for consultation with Addvanz a knowledgeable community contact to correspond with Addvanz when necessary.
   4. Support and Maintenance. Addvanz shall provide HCO with the support and maintenance Services as it applies to the Helpiing software. Addvanz and HCO agree that Addvanz shall have no support and maintenance obligations to any third party.
   5. No Changes or Modifications. HCO shall not make any changes or modifications to the Software.
3. Ownership and License Grant
   1. Ownership. HCO acknowledges and agrees that the Software, including all documentation created by Addvanz related to the Software, all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Addvanz or a third party which may license portions of the Software to Addvanz. Addvanz hereby reserves all rights not expressly granted in this Agreement. HCO shall not permit or assist any third party, to disassemble, reverse-engineer, decompile, or otherwise attempt to derive Source Code from the Software.
   2. License Grant to HCO. Subject to the terms and conditions of this Agreement, for the Term (as defined in Section 10.1 hereof), Addvanz grants HCO a non-exclusive, non-transferable, non-assignable, non-sublicenseable, worldwide license in the Software to establish an online community for end users to engage, exchange goods and services, as well as make announcements to said community. HCO shall not use the Software for any other purposes than those specified herein. And Addvanz reserves the right to remove HCO’s Helpiing Community at any time, absent a signed payment contract between HCO and Helpiing, with its own usage terms.
   3. License Grant to Addvanz. Upon obtaining the prior written consent of HCO, HCO grants to Addvanz a non-exclusive royalty-free license during the Term of this Agreement to use, reproduce, electronically distribute and publicly display the designated community brand online and for promotion purposes.
   4. Non-Exclusive; Advertising; Compensation. This Agreement shall not limit HCO’s right to use other softwares or social media platforms.
4. Warranties
   1. Warranties of Addvanz. Addvanz Inc. warrants to the HCO that the current version of the Software: (a) Defects; Operation. The Software shall be free from material defects and shall operate substantially in accordance with, and conform substantially to, any specifications provided in the documentation which may accompany the Software. (b) Viruses. The Software does not contain any known virus, imbedded device or undocumented code that is intended to obstruct, prevent or disable. HCO authorized use of the Software. Notwithstanding the foregoing, HCO acknowledges that while Addvanz shall have performed commercially reasonable virus scans, the Software has been created using available tools and components created by other vendors for which Addvanz does not have source code. Addvanz shall not be liable for viruses or any other programs or code which are imbedded or arise out of the use of such tools and components to the extent not detected through Addvanz scans. (c) Content. To the best of Addvanz’s knowledge, (i) it has the right to provide the content of the Addvanz Proprietary Site, including the content of the White Label Pages and (ii) at the time of delivery of the content of the Addvanz software and the Designated HCO Pages, such content will not materially violate or infringe the rights of any third party.
   2. Warranty of HCO. HCO warrants that to the best of its knowledge, (i) it has the right to provide the content of the HCO designated online community and any information provided to Addvanz by HCO for inclusion in the Helpiing online community or the Designated Community Pages and (ii) a the time of delivery of the content of the content or information provided to Addvanz by HCO for inclusion in the Helpiing online community or the Designated Community Pages, such content or information will not materially violate or infringe the rights of any third party.
   3. Limitation on Warranties. The representations and warranties set forth in Section 5.1 are the only representations and warranties made by Addvanz, express or implied. EXCEPT AS EXPRESSLY SET FORTH HEREIN, Addvanz HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF PURPOSE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION DERIVED THEREFROM. IN THE EVENT HCO MAKES ANY UNAUTHORIZED CHANGES OR MODIFICATIONS TO THE SOFTWARE, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 SHALL BE NULL AND VOID. Addvanz DOES NOT MAKE, BY VIRTUE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND Addvanz EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY TO ANY END USER OR OTHER THIRD PARTY, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF PURPOSE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION DERIVED THEREFROM. HCO SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO INSURE THAT NEITHER IT NOR ANY OF ITS EMPLOYEES OR AGENTS MAKES OR PASSES ON, ANY SUCH REPRESENTATION OR WARRANTY ON BEHALF OF ADDVANZ TO ANY END USER OR OTHER THIRD PARTY.
   4. Sole Remedy. If HCO notifies Addvanz in writing of non-conformity with any warranty in Section 4.1 (which written notification shall include all information necessary for Addvanz to recreate such non-conformity covered by such warranty), and all of the following are true, (a) HCO identifies in its written notification to Addvanz in reasonable detail the information necessary for Addvanz to recreate such non-conformity covered by the Addvanz warranty; (b) Addvanz is able to reproduce such non-conformity in the applicable operating environment and verify that the non-conformity is in fact in the Software and not elsewhere; and (c) HCO is using the version of the Software licensed pursuant to this Agreement, Addvanz shall use commercially reasonable efforts commensurate with the severity of such non-conformity to bring the Software into conformity with such warranty, and deliver to HCO an Update and during Addvanz making such efforts, HCO shall continue to provide all information reasonably requested by Addvanz to assist Addvanz in identifying and correcting any non-conformity covered by the Addvanz warranty. Addvanz obligations under this Section 4.4 shall be HCO’s sole remedy for any breach of any warranty relating to the Software.
5. Intellectual Property Indemnification
   1. Indemnity by Addvanz. In the event of any claim by any third party against the HCO arising out of a breach of Addvanz’s warranty contained in Section 4.1(c), Addvanz shall defend such claim, suit or action in HCO’s name but at Addvanz’s expense, shall indemnify and hold harmless HCO against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney fees) arising from or related to such claim, whether or not such claim is successful. Except as specified in Section 5.4, Addvanz shall defend HCO against any claim that the Software infringes any U.S. copyright, U.S. trade secret, or U.S. trademark right, and shall pay any settlements entered into or damages awarded against HCO to the extent based on such a claim, provided that: (i) HCO notifies Addvanz promptly in writing of the claim; (ii) Addvanz has sole control of the defense and all related settlement negotiations; (iii) HCO provides Addvanz with all necessary assistance, information, and authority to perform the above, and does not in any manner prejudice Addvanz’s conduct of such claim; and (iv) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed or in a manner not in accordance with the specifications of the Software provided to HCO. Notwithstanding the foregoing, Addvanz shall have no indemnity obligations hereunder with respect to any claim arising out of or based upon any alteration or modification of the Software.
   2. Alternatives. In the event the Software is held to, or Addvanz believes is likely to be held to, infringe a copyright, patent, trade secret or other Intellectual Property Right, Addvanz shall have the right at its sole option and expense to: (i) substitute or modify the Software so that it is non-infringing; or (ii) obtain for HCO a license to continue using the Software; or (iii) if Addvanz determines that neither (i) nor (ii) are commercially reasonable options, Addvanz may immediately terminate this Agreement and refund the un-depreciated portion of the amount paid for the Software, assuming a 36-month straight-line depreciation schedule.
   3. Sole Remedy. Addvanz’s obligations under this Section 6 shall be HCO’s sole remedy for any infringement of any copyright, trade secret, patent, or other Intellectual Property Right or Addvanz Trademarks related to the Software.
   4. Indemnity by HCO. In the event of any claim by any third party against Addvanz arising out of a breach of HCO’s warranty contained in Section 5.2, HCO shall defend such claim, suit or action in Addvanz’s name but at HCO’s expense, and HCO shall indemnify and hold harmless Addvanz against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney’s fees) arising from or related to such claim, whether or not such claim is successful. HCO shall defend and indemnify Addvanz against any claim that the Software infringes any patent, copyright, trade secret, or trademark right arising out of or relating to (a) the use of the Software by HCO in any manner not authorized by this Agreement; (b) an allegation that the product created as a result of the combination, operation or use of the Software with any products, components or equipment, infringes a third party’s intellectual property rights against Addvanz to the extent based on such a claim, provided that: (i) Addvanz notifies HCO promptly in writing of the claim; (ii) HCO has sole control of the defense and all related settlement negotiations; and (iii) Addvanz provides HCO with all necessary assistance, information, and authority to perform the above, and does not in any manner prejudice HCO’s conduct of such claim.
6. Excluded Damages
   1. No Incidental or Consequential Damages; Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE RESULTING FROM OR RELATED TO THIS AGREEMENT (WHETHER OR NOT SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES). NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL ADDVANZ’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY ADDVANZ FROM HCO HEREUNDER.
   2. Applicability of Provisions Limiting Addvanz’s Liability. The provisions of this Agreement under which the liability of Addvanz is excluded or limited, shall not apply to the extent that such exclusions or limitations are declared illegal or void under any applicable laws, unless the illegality or invalidity is cured under the applicable laws by the fact that the internal law of the State of Connecticut governs this Agreement.
7. Confidentiality
   1. Confidential Information. Addvanz Confidential Information means (a) the Software, (b) the Software Source Code and Object Code, (c) any information which is proprietary to Addvanz, including, without limitation, (i) information concerning Addvanz’s marketing or future product plans and (ii) any information which Addvanz obtains from a third party and treats as proprietary or designates as confidential, (d) the terms of this Agreement (except as agreed to pursuant to Section 9.5 below), and (e) any additional business or technical information disclosed by Addvanz in relation to this Agreement. HCO Confidential Information; means (a) any information which is proprietary to HCO, including, without limitation, (i) information concerning HCO’s marketing or future product plans and (ii) any information which HCO obtains from a third party and treats as proprietary or designates as confidential, (b) the terms of this Agreement (except as agreed to pursuant to Section 9.4 below), and (c) any additional business or technical information disclosed by HCO in relation to this Agreement.
   2. No Disclosure by HCO. HCO shall hold in confidence, and not disclose or reveal to any person or entity, any Addvanz Confidential Information without the clear and express prior written consent of a duly authorized representative of Addvanz, except to its employees, agents or subcontractors who require such disclosure in order to perform duties for HCO not inconsistent with the terms of this Agreement. HCO shall take all reasonable action necessary to ensure that its employees, agents and such subcontractors do not copy, publish, manipulate, disclose to others or otherwise use the Addvanz Confidential Information, and shall return or destroy all copies of the Addvanz Confidential Information upon request of Addvanz, and indemnify and hold harmless Addvanz from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision. HCO shall not use any Addvanz Confidential Information, except as expressly permitted hereunder or otherwise in performance of its obligations hereunder. HCO shall protect the Addvanz Confidential Information using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event less care than a reasonably prudent business person would take in a like or similar situation. In the event HCO is directed to disclose any portion of the Addvanz Confidential Information in conjunction with a judicial proceeding or arbitration, HCO shall promptly notify Addvanz in writing. HCO agrees to provide Addvanz with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other reasonable steps to preserve the confidentiality of the Addvanz Confidential Information.
   3. No Disclosure by Addvanz. Addvanz shall hold in confidence, and not disclose or reveal to any person or entity, any HCO Confidential Information without the clear and express prior written consent of a duly authorized representative of HCO, except to its employees, agents or subcontractors who require such disclosure in order to perform duties for Addvanz not inconsistent with the terms of this Agreement. Addvanz shall take all reasonable action necessary to ensure that its employees, agents and subcontractors do not copy, publish, manipulate, disclose to others or otherwise use the HCO Confidential Information, and shall return or destroy all copies of the HCO Confidential Information upon request of HCO, and indemnify and hold harmless HCO from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision. Addvanz shall not use any HCO Confidential Information, except as expressly permitted hereunder or otherwise in performance of its obligations hereunder. Addvanz shall protect the HCO Confidential Information using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event less care than a reasonably prudent business person would take in a like or similar situation. In the event Addvanz is directed to disclose any portion of the HCO Confidential in conjunction with a judicial proceeding or arbitration, Addvanz shall promptly notify HCO in writing. Addvanz agrees to provide HCO with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other reasonable steps to preserve the confidentiality of the HCO Confidential Information.
   4. Exceptions. The above restrictions shall not apply to any information that is (i) already known by the receiving party; (ii) generally known to the public or trade through no fault of the receiving party and through no breach of the receiving party of any non-disclosure agreement; (iii) obtained from a third party without violation of any legal rights of the disclosing party; or (iv) independently and lawfully derived from other sources without any obligation of confidentiality; or (v) is independently developed without the use of the other party’s Confidential Information.
   5. Remedy. The parties agree that any breach of the confidentiality obligations contained in this Section 8 may cause irreparable harm for which monetary damages shall not be an adequate remedy, and that the injured party shall be entitled to seek injunctive relief, without the need for proving actual damages or the posting of a bond, in addition to any other remedies available to it.
8. Marketing
   1. Reasonable Assistance. HCO shall use reasonable commercial efforts to promote, marketand advertise its services using the Software.
   2. Trademarks. Subject to Section 9.3 below, HCO and Addvanz agree that the Product to be marketed, shipped or otherwise distributed by HCO shall contain the trademarks, trade names and logos (collectively, the “Trademarks”) of HCO and Addvanz. Such Trademarks shall not be enlarged, reduced, color-changed or modified in any manner without the prior written consent of Addvanz. Addvanz grants HCO a non-exclusive, non-transferable, non-assignable, revocable, non-sublicenseable, worldwide license for the Term of this Agreement to use the Addvanz Trademarks solely for the purposes set forth in this Agreement, and Addvanz reserves the right to revoke such license at its sole discretion if in its view the Addvanz Trademarks are improperly used.
   3. Predatory Advertising. HCO agrees not to use any predatory advertising methods designed to generate traffic from sites it has not contracted within the online promotion of the HCO’s products, services or HCO software and agrees to prohibit its websites from such predatory advertising methods. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner’s, knowledge, permission, and participation.
   4. Press Releases, Announcements, Collateral Materials. All press releases, announcements, or collateral materials referring to this Agreement must be approved by both parties before being released to the press or any third party. Consent will not be unreasonably withheld by both parties.
9. Term and Termination
   1. Term. This Agreement shall commence on the Effective Date and may be terminated by either party with at least thirty (30) days written notice prior to the termination date of this Agreement.
   2. Termination of Term. Upon termination of this Agreement for any reason, HCO shall immediately cease using the Software and shall immediately terminate all access to the Designated HCO Administrator pages through the Addvanz Proprietary System.
   3. Termination.
      • For Cause.
        • Material Breach. Either party may terminate this Agreement upon written notice to the other party, if such other party materially breaches this Agreement and the breach remains uncured for a period of thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, Addvanz may terminate this Agreement upon written notice to HCO if HCO Section 8.2 (Trademarks) or Section 8.4 (Press Releases; Announcements; Collateral Materials) of this Agreement and the breach remains uncured for a period of five (5) days after receipt of written notice of such breach. Notwithstanding any other provisions of this Section 9.3(a)(i), if Addvanz in its sole judgment believes that the material breach by HCO of this Agreement constitutes an immediate and material threat to its integrity, it may immediately terminate this Agreement without the requirement of any notice to HCO.
        • Bankruptcy; Insolvency. Addvanz or HCO may terminate this Agreement if HCO becomes bankrupt, insolvent, dissolves, assigns its business for the benefit of creditors or otherwise terminates its business activities or if any receiver, trustee or similar officer is appointed to take charge of HCO’s business or properties.
      • Effect of Termination. Upon termination of this Agreement, the licenses granted to HCO under this Agreement shall immediately terminate, and HCO shall immediately cease using, sublicensing or integrating the Software into the Product. The terms, conditions, and obligations of Sections 1, 3.1, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive the termination of this Agreement. Upon termination, each party shall have all rights and remedies available to it in law or in equity.
      • Limitation of Liability upon Termination. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Addvanz or HCO. Termination shall not, however, relieve either party of obligations incurred prior to the termination.
      • Software; Confidential Information; Marketing Materials. Immediately following termination of this Agreement pursuant to Section 10.2, HCO shall deliver to Addvanz the Software, all Addvanz Confidential Information, Marketing Materials and all copies thereof (electronic or otherwise) in HCO’s possession or under its control, or destroy the Software, all Addvanz Confidential Information, Marketing Materials and all copies thereof (electronic or otherwise), as directed by Addvanz. In the event Addvanz directs HCO to destroy the Software, all Addvanz Confidential Information, Marketing Materials and all copies thereof, HCO shall provide Addvanz with a signed and dated statement from an officer of HCO certifying that all Addvanz Confidential Information and all copies thereof have been destroyed.
10. General Provisions
    1. U.S. Export Control. HCO understands and acknowledges that Addvanz is subject to regulation by agencies of the U.S. Government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Addvanz to provide the Software, documentation accompanying the Software, or any media in which any of the foregoing is contained, as well as any other technical assistance shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration. HCO agrees to cooperate with Addvanz, including, without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom. HCO warrants that it will comply with the Export Administration Regulations and other United States laws and regulations governing exports in effect from time to time.
    2. Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
    3. Compliance with Applicable Laws. HCO shall:
       1. At its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all necessary and required filings, registrations, reports, licenses, permits and authorizations (collectively “Authorizations”) in order for HCO to perform its obligations under this Agreement. Addvanz shall provide HCO with such assistance as HCO may reasonably request in making or obtaining any such Authorizations. In the event that the issuance of any Authorization is conditioned upon an amendment or modification to this Agreement which is unacceptable to Addvanz, Addvanz shall have the right to terminate this Agreement without further obligation whatsoever to HCO.
       2. Advise Addvanz of any applicable legislation, rule, regulation or other law (including but not limited to any customs, tax, trade, intellectual property or tariff law) which is in effect or which may come into effect after the Effective Date of this Agreement and which affects the importation of the Software into, or the use and the protection of the Software and the intellectual property rights within any country in which HCO distributes the Software or which has a material effect on any provision of this Agreement.
    4. Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act and with Addvanz’s established corporate policies regarding foreign business practices, HCO and its employees and agents shall not directly or indirectly make and offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist HCO in obtaining, retaining or directing any such business.
    5. Nature of Relationship. HCO and Addvanz understand, acknowledge and agree that Addvanz’s relationship with HCO shall be that of an independent contractor, and nothing in this Agreement is intended to create a partnership, joint venture or employment relationship. Neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other.
    6. Governing Law; Arbitration; and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut. As of the Effective Date, any dispute regarding any aspect of this Agreement, or any act which allegedly has or would violate any provision of this Agreement, shall be submitted to final and binding arbitration in the State of Connecticut, before a retired judge associated with Judicial Arbitration and Mediation Services, Inc. as the exclusive remedy for such claim or dispute. Judgment upon the award rendered by the arbitrator shall be final, binding and non-appealable and may be entered by any state or federal court having jurisdiction thereof. The parties hereby submit and consent to the personal and exclusive jurisdiction of courts located in the State of Connecticut. The provisions of this paragraph will not prevent either party from seeking (i) equitable relief regarding the other party’s breach of its confidentiality provisions of this Agreement or (ii) specific performance of the other party’s material breach of its obligations under this Agreement. Both parties agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement that are not affected by the dispute.
    7. Government Approvals. HCO hereby represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement.
    8. Entire Agreement. This Agreement, including all Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. No prior proposals, statements, course of dealing, or usage of the trade will be part of this Agreement.
    9. Amendment. This Agreement may be amended or supplemented only in writing that is signed by duly authorized representatives of both parties.
    10. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired. HCO and Addvanz shall replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
    11. Successors and Assigns; Assignment; Transfer of HCO Site. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. The parties acknowledge that the licenses granted hereunder are personal to HCO. Neither this Agreement nor any of the rights or obligations of HCO arising under this Agreement may be assigned or transferred without the prior written consent of Addvanz. Addvanz may assign its rights or obligations arising under this Agreement at any time. Prior to the sale or transfer of the HCO Site, HCO shall obtain the signed written agreement of the purchaser or transferee to be bound by the terms and conditions of this Agreement, and shall promptly provide a copy of the signed written agreement to Addvanz.
    12. Construction; Titles and Subtitles. The provisions of this Agreement shall be construed in accordance with their fair meaning, with no regard whatsoever to any person or party that may have drafted this Agreement. The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in construing or interpreting this Agreement.
    13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
    14. Attorneys’; Fees. Except as otherwise provided herein, in the event of any dispute with respect to the subject matter of this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees and costs, incurred in resolving or settling the dispute. These costs and expenses shall be in addition to any other damages to which the prevailing party may be entitled.
    15. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) on the first business day after timely deposit with a reputable overnight courier service for next-day delivery, postage prepaid, and addressed to the party to whom such notice is required, or (c) when received at the place of business if sent by any other means.
    16. Force Majeure. If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions or any other reason beyond its reasonable control, such condition shall be deemed to be a valid excuse for delay of performance or for nonperformance of any such duty or obligation for the period during which such condition exists