THE FOLLOWING DESCRIBES THE TERMS ON WHICH Helpiing OFFERS YOU ACCESS TO OUR WEBSITES, HELP ENGINE AND SERVICES:

Welcome to Helpiing, a Help Engine aligning resource and need within a private community. We provide our Helpiing application and website (including helpiing.com) access to communities, directories, announcements, feeds, user profiles, and other services (together, the "Help Engine") to you subject to the terms of service set forth in this Terms of Service Agreement (the "Agreement"). A statement of our privacy policy may be found at https://helpiing.com/privacy/.

We may update the Agreement at any time. When we do, we will place a "Revision date" at the top of this Agreement, and you may view the most recent version at https://helpiing.com/terms/. It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Help Engine, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Helpiing regarding the Help Engine. By accessing or using the Help Engine, you accept this Agreement and any modifications that we may make to this Agreement from time to time. If you do not agree to any provision of this Agreement, you should not use the Help Engine.

Definitions:

Help Engine: Helpiing application and website (including helpiing.com) access to communities, directories, announcements, feeds, user profiles, and other services.

Helpiing Community Owner (PCO): Administrator of a Helpiing community with authority to promote membership and remove members.

Helpiing Community Owner Agreement: An agreement between the PCO and Helpiing authorizing the use of the Helpiing application within a specific community, outlining the monetization of Helpiing and subsequent revenue split (if applicable), as well defining the promotion of the application and available sponsorship opportunities within the community (if applicable).

Help Engine

Our Help Engine provides our users with a variety of resources to align needs with resources within a community, (a "Helpiing Community").

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Help Engine, including without limitation your participation in or involvement with any Helpiing Community and your submission of acceptable Public Information (as defined in Section 4 ("Your Information")). You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding the transmission of technical data exported from the United States or the country in which you reside.
Membership
1. Eligibility. Our Help Engine is available to all individuals who are at least 18 years of age. Our Help Engine is not available to any temporarily or indefinitely suspended Helpiing users. By registering to use our Help Engine, you represent and warrant that you are at least 18 years of age. Additional eligibility requirements for a particular Helpiing Community may be set by the Helpiing Community Owner (PCO Agreement).
  Helpiing maintains the right, and sole discretion, to suspend or terminate your use of our Help Engine and refuse any and all current or future use of all or any portion of our Help Engine.
2. Password and Security. When you complete our registration process you will create a password that will enable you to access our Help Engine. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that Helpiing cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.2.
Fees and Payments
1. General. Access to our websites and use of selected features of our Help Engine is free. Helpiing will charge for various premium features and services that are offered as a subscription/upgrade and we will notify you of those fees prior to purchase. We may, in our sole discretion, and by notifying you on our website, change this policy and begin charging for access to our website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or change the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Service (e.g., overdrawn accounts, exceeding account limits, etc.).
2. Payments to PCO: PCO’s may be entitled to payments generated through community sponsorships, the karma rewards program, and member subscriptions. All associated fees are to be processed directly with Helpiing or through Piings automated billings system. No fees are to be accepted by PCO’s directly. Once Helpiing has received payment, any monies owed to PCO’s will be paid in terms of net 30 and in accordance to the PCO Agreement.
  Community members, sponsors, businesses, and participants in Helpiing’s Karma Credit program should not pay Community PCO’s directly for access to a Helpiing Community. Access to Helpiing communities are free.
  PCO’s that are soliciting businesses for participation in Helpiing’s Karma rewards program are entitled to payments should a business enroll. They may also be entitled to a percent of subscription fees and sponsorship revenue generated through their sales activity. Terms and payment schedules are outlined in the Community PCO Agreement. All associated payments should be processed through Helpiing Inc.
  COMMUNITY PCO’S ACKNOWLEDGE AND AGREE THAT RECEIPT OF ANY FEE FROM ANY THIRD PARTY WITHOUT Helpiing’S AUTHORIZATION IS STRICTLY PROHIBITED.
3. Helpiing Fees; Helpiing is offered free to community COs, communities, and members. Premium features and reporting are available for a fee. National and local sponsors pay to participate in Piings sponsorship program. Additionally, local and national businesses pay to participate in Piings Karma score program.
  Members purchasing a premium subscription automatically authorize Helpiing to keep your subscription current by charging your credit card or PayPal account the monthly subscription fee and all applicable taxes until you discontinue your premium subscription. To discontinue future billings of your subscription, follow the 'Your Account' link under the profile tab and click on the Premium Helpiing button.
4. Rewards Promotions; Coupon Codes. Third party rewards programs offered through Helpiing may include Coupon Codes, Discounts, Cashback, and other incentives. Helpiing does not oversee, maintain control, or enforce these offerings. Should a 3rd party vendor not honor a reward offered Helpiing nor its parent company Addvanz Inc., is not responsible any financial obligations associated with the respective reward. Because we have no control over such Coupon Codes, Discounts, Cashback, and other incentives offered on Helpiing, you acknowledge and agree that we are not responsible for the availability of such Coupon Codes, Discounts, Cashback, and other incentives, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Coupon Codes, Discounts, Cashback, and other incentives. You also acknowledge and agree that Helpiing shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Coupon Codes, Discounts, Cashback, and other incentives.
5. Consent to Disclosure. You acknowledge and agree that Helpiing may disclose your information (as defined in Section 4) if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce this Agreement, (c) respond to claims that Your Information violates the rights of third parties; (d) protect the rights, property or personal safety of Helpiing, its employees, users and the public; or (e) enable the transfer or sale to another entity of all or substantially all of our stock or assets in the line of business to which this Agreement relates, or upon any other corporate reorganization, subject to the promises made in this Agreement. We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability.
Your Information
1. Definition. "Your Information" is defined as any information post or other material you provide (directly or indirectly), including through the registration process for a Helpiing Community, or through the use of our Help Engine, or in Piings Announcement page. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of your Public Information (as defined below).
  Any of Your Information that, through the use of our Help Engine or otherwise, you submit or make available for inclusion on publicly accessible areas of our website is referred to as "Public Information" (your name (if provided) and location are considered Public Information); any other portion of Your Information shall be referred to as "Private Information." "Publicly accessible" areas of our website are those areas that are available either to some or all of our members (i.e., not restricted to your viewing only) or to the general public.
  You should understand that your Public Information may be accessible by and made public through syndication programs (including data feed tools) and by search Engines, metasearch tools, crawlers, metacrawlers and other similar programs.
2. Restrictions. In consideration of your use of our Help Engine, you agree that Your Information:
  1. shall not be fraudulent;
  2. shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  3. shall not violate any law, statute, ordinance or regulation;
  4. shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
  5. shall not be obscene or contain, pornography, child pornography, or photographs of unclothed person(s);
  6. shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  7. shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
  8. shall not link directly or indirectly to any materials to which you do not have a right to link to or include.
  In addition, you agree that you will provide us with your valid, current email address, both at the time of your registration with us and from time to time as your email address changes.
3. License. We do not claim ownership of Your Information. We will use Your Information only in accordance with our privacy policy. However, to enable us to use your Public Information and to ensure we do not violate any rights you may have in your Public Information, you grant Helpiing a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise, commercialize and exploit the copyright, publicity, and database rights (but no other rights) you have in your Public Information, in any media now known or not currently known, with respect to your Public Information.
4. Restriction on Use of Your Information. Except as otherwise provided in our privacy policy, we will not sell, rent or otherwise disclose any of your Personally Identifiable Information (as defined in our privacy policy) about you (including your email address) to any third party.
Use of Helpiing’s Help Engine
1. Control. You, and not Helpiing, nor its parent company Addvanz Inc., are entirely responsible for all of your Public Information that you upload, post, email, transmit or otherwise make available via our Help Engine. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy, integrity or quality of Your Information or the Information of or posted by other users. Nor do we endorse any opinions expressed by you or other users. You understand that by using our Help Engine, you may be exposed to information that is offensive, indecent or objectionable. We do not have any obligation to monitor, nor do we take responsibility for, Your Information, Public Information or information of or posted by other users. You agree that under no circumstances will Helpiing its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the Information of or posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or Information of or posted by other users posted, emailed, transmitted or otherwise made available in connection with our Help Engine, or for any failure to correct or remove information.
2. API License. Subject to the terms and conditions of this Agreement, Helpiing grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use any application programming interface ("API") that Helpiing makes available via the Help Engine for the sole purpose of integrating or making available Public Information on another web site. Helpiing reserves all rights not expressly granted under this Agreement.
3. Grounds for Removal, Sanction and/or Suspension. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate removal, repeal and/or suspension or termination of your account:
  1. The use of our Help Engine to (including, without limitation, eligibility requirements):
    1. harm or intimidate another person in any way, including restricting or inhibiting any other user from using our Help Engine;
    2. impersonate any person or entity (including Helpiing, Helpiing staff and other members), or falsely state or otherwise misrepresent your affiliation with any person, through the use of similar email addresses, nicknames, or creation of false account(s) or any other method or device;
    3. disguise the origin of any Public Information that is transmitted to any third party;
    4. "stalk" or otherwise harass another;;
    5. resell Public Information or access to Public Information;
    6. collect or store personal data about other users;
  2. Posting any Public Information or other material:
    1. that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another's privacy (including the posting of private emails or contact information about another individual), hateful, or racially, ethically or otherwise objectionable, including any Public Information or other material that may be considered hate speech;
    2. that is obscene, pornographic or adult in nature;
    3. that you do not have a right to make available under any law or under contractual or fiduciary relationships;
    4. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
    5. that is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, "spam," "junk mail," and "chain letters");
    6. that is inappropriate, posted in bad faith, or contrary to the spirit of any Helpiing Community
    7. that uses the Help Engine primarily as a lead generator or listing service for another website;
  3. Encouraging others to violate this Agreement;
  4. Refusing to follow Helpiing staff instruction or direction;
  5. Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation;
  6. Disclose the Private Information of any member of a Helpiing Community or without the permission of that member; or
  7. Transmit money to Helpiing or any PCO or Creator or Administrator through financial accounts that are stolen, fraudulent or otherwise unauthorized.
  Also, your posting of other inappropriate actions, Public Information or other materials may also warrant removal and/or suspension from our Help Engine. Helpiing reserves the right to remove any post or other material without warning or further notice.
  
  While we prohibit such conduct and content, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use the Help Engine and meet with other Helpiing community members at your own risk.
  
  For purposes of this Agreement, "posting" includes uploading, posting, pinging, responding, emailing, transmitting or otherwise making available. Without limiting the foregoing, Helpiing and its designees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.
4. Interference with Help Engine.
  You agree that you will not:
  1. upload, post, email, or otherwise transmit any computer rfiles or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  2. interfere with or disrupt our Help Engine or networks connected to our website or through the use of our Help Engine, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Help Engine, or otherwise interfere with our Help Engine in any way, including through the use of JavaScript, active or other coding;
  3. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
  4. copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Helpiing or any other third party, except with the prior written consent of Helpiing or the appropriate third party.
5. General Practices Regarding Use of Help Engine. You acknowledge and agree that we may establish general practices and limits concerning the use of our Help Engine. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
Meetings & Exchanges
1. Helpiing Meetings. Through our Help Engine we provide tools that enable Helpiing members to arrange physical meetings (a "Helpiing Meeting" or encounter) at a mutually agreed upon location that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops or retail stores). We do not supervise these encounters and are not involved in any way with the actions of any individuals at these encounters. As a result, we have no control over the identity or actions of the individuals who are present at these meetings, and we request that our users exercise caution, review their Helpiing profile, and use good judgment when attending these encounters.
2. Release. Because we do not supervise or control interactions among or between members of Helpiing Community’s and other persons or companies, and because we are not involved in any way with physical transportation to or from Helpiing Meeting or with the actions of any individuals at Helpiing Meeting, and because we do not control Amazon.com, PayPal, credit card companies, payment processing companies, and businesses enrolled in the Karma Rewards Program, and because we cannot guarantee the true identity, age, nationality of Help Engine users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Help Engine you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and PCOs and Creators or administrators of a Helpiing Community and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Helpiing Help Engine, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at a Helpiing Meeting or future encounter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under your State’s respective Civil Code or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
Communications from Helpiing and Members of the Helpiing Community
1. Helpiing Communications. You understand that certain communications, such as Helpiing announcements as well as Karma Reward offers, and sponsorship or promotion relevant and beneficial to you or your Helpiing Community are part of our Help Engine. By using our Help Engine, you expressly agree to receive such communications from Helpiing. You may manage your subscriptions to Helpiing notifications in the Notification Preferences tab of the Your Account page; however, some basic communications are a necessary part of our Help Engine and may not be disabled.
2. Communications with Members of the Helpiing Community.
  1. The PCO or Creator or Administrator. By joining a Helpiing Community, you understand and agree that you may receive communication from your PCO or Creator or Administrator and their administrator designees in the normal course of utilizing our Help Engine. Your PCO's or Creator's or Administrator's messages will be relayed to your email address through our Help Engine, which does not disclose your email address.
  2. Helpiing Community Mailing List and Helpiing Emails. You may receive messages from other members of your Helpiing Community via the Helpiing Chat tool or your email address. You may also send an email to, or reply to an messages from, other members of your Helpiing Community. Bear in mind that when you respond to a message via email your email address will be disclosed to other members of your Helpiing Community.
  3. Helpiing Community Members. If you are a PCO or Creator or Administrator, you agree to receive messages and help requests from individual members of your Helpiing Community.
3. Role of PCO and Creator and Administrator. You understand that the PCO, Administrator, or Creator of a Helpiing Community in which you are a member has the right, in his or her sole discretion, to temporarily suspend, indefinitely suspend or terminate your membership in his or her Helpiing Community to limit or set eligibility requirements for Helpiing Community members, and to temporarily or permanently remove any content or information that you have posted in connection with such Helpiing Community. Please be aware that a PCO or Creator or Administrator is: (a) not Helpiing's employee, representative, or agent, and therefore a PCO or Creator and Administrator may not enter into contractual relations or obligations on Helpiing's or its parent company Addvanz Inc.’s behalf; (b) not entitled to enter into contractual relations or obligations on behalf of specific Community members unless expressly agreed by those members; and (c) acting independently, and therefore no contractual relationship or obligation arises between an PCO/Creator/Administrator or an individual community member unless otherwise agreed.
4. Use of Pop-up Windows. Helpiing will not launch pop-up windows to advertise third-party products or services.
5. Other Users. We do not control the information provided by other users, which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense when using our website. Please note there is a risk that you may be dealing with underage persons or people acting under false pretense.
Privacy

Helpiing collects registration and other information about you through the Help Engine. Our collection, use, and disclosure of this information is governed by the Helpiing Privacy Policy Statement available at https://www.helpiing.com/privacy/.
Links

We may provide, or third parties may provide, links to other websites or resources. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that Helpiing shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
Dealings with Marketing Partners and Third Parties

Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Help Engine, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that Helpiing shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of our Help Engine.
Indemnity

You agree to indemnify and hold Helpiing, Addvanz, Inc., and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of your representations and warranties or this Agreement or the documents it incorporates by reference, your use of our Help Engine, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, your participation in a Helpiing Community , or your participation as a PCO or Creator or Administrator or in Helpiing Meetings(whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Helpiing Meetings). Without limiting the foregoing, you, as a PCO or Creator or Administrator, agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any Helpiing Community member or third party due to or arising out of your actions as a PCO or Creator or Administrator, including your use of money paid to you by Helpiing .
Warranties; Liability
1. Disclaimer of Warranties. Your use of our Help Engine is at your sole risk. Our Help Engine is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Help Engine. We disclaim any warranties for any information or advice obtained through our Help Engine. We disclaim any warranties for services or goods received through or advertised on our Help Engine or received through any links provided by our Help Engine, as well as for any information or advice received through any links provided through our Help Engine.
  
  In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.
  
  You understand and agree that you download or otherwise obtain material or data through the use of our Help Engine at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.
2. Limitation of Liability. You agree that in no event shall Helpiing be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Helpiing has been advised of the possibility of such damages), arising out of or in connection with our Help Engine or this Agreement or the inability to use our Help Engine (however arising, including negligence), arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of our Help Engine or transportation to or from Helpiing Encounters, participation in or exclusion from Helpiing Community’s and the actions of you or others at Helpiing Meetings. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, you pay to us in the twelve (12) months prior to the action giving rise to liability, and (b) $50.
3. Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section 12 may not apply to you.
Dispute Resolution
1. Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Help Engine, Your Information, your violation of any law or the rights of a third party, or your participation in Helpiing Community’s or encounters (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, encounters with other members, or the actions of you or other users at Helpiing physical or online interactions). In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services, Inc. (a.k.a. "JAMS"), or its successor, for mediation pursuant to Section 13.3, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Section 13.4. Nonetheless, legal action taken by Helpiing to collect any fees and/or recover damages for, or obtain an injunction relating to, our application / website operations, intellectual property or our Help Engine, shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by Helpiing. In addition, either you or Helpiing may seek any interim or preliminary relief from a Court of competent jurisdiction in Connecticut, necessary to protect the rights or property of you or Helpiing pending the completion of arbitration.
2. Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
3. Mediation. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.
4. Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or mediation under Sections 13.2 and 13.3 shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.
5. Enforcement. The provisions of Sections 13.3 and 13.4 may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered.
6. Notice; Waiver. By agreeing to this Agreement you have, except as otherwise specified in Section 13.1, all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided in this Section 13, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.
7. Dispute Resolution By Helpiing for the Benefit of Users. We may try to help Helpiing members resolve disputes. We do so in our sole discretion, and we have no obligation to try to resolve disputes between users. To the extent we attempt to resolve disputes, we will do so in good faith based solely on the general rules and standards of the Help Engine, and we will not make judgments regarding legal issues or claims.
Modifications

We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of our Help Engine with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of our Help Engine.
Termination; Breach

You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, or terminate your account your status as a particular Helpiing Community member or PCO or Creator or Administrator, or your ability to use all or any portion of our Help Engine (including any APIs), for any reason, including, without limitation, (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the documents or agreements it incorporates by reference, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability for you, our users or us. You agree that any termination of your account or access to all or any portion of the Help Engine under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Help Engine. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Help Engine. Termination or suspension of your use of our Help Engine in violation of Section 4.2 will not result in refunds of membership fees paid, if any, and you will forfeit the remaining period of your paid membership, if any.
Trademarks; Copyrights; Proprietary Rights
1. Helpiing's Trademarks. Helpiing trademarks and service marks, and other Helpiing logos, products and service names, are trademarks of Helpiing Inc. (the "Helpiing Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the Helpiing Trademarks without Helpiing's prior written consent.
2. Copyrights and Trademarks of Others. Helpiing respects the intellectual property of others, and we ask our users to do the same. To the extent Helpiing uses a trademark that is the property of a third party, Helpiing shall provide clear notice to anyone viewing Helpiing's use of that trademark that (a) Helpiing does not own the trademark and that the trademark is the property of a third party, (b) Helpiing has no affiliation, connection or association with that third party, and (c) if applicable, that third party has not approved or sponsored Helpiing's use of the trademark in any way. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to our Help Engine to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information: 1.an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2.a description of the copyrighted work or other intellectual property that you claim has been infringed; 3.a description of where the material that you claim is infringing is located on the site; 4.your address, telephone number, and email address; 5.a 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
  
  Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
  By mail:
  Copyright Agent
  1439 Boulevard
  West Hartford, CT 06119,
  Email: support@helpiing.com
3. Proprietary Rights. You acknowledge and agree that our Help Engine contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in sponsor advertisements or information presented to you through our Help Engine or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by Helpiing or advertisers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Help Engine, in whole or in part.
Additional Terms
1. Notices. Except as otherwise stated in this Agreement or as expressly required by local law, any notice to us shall be given by certified postal mail to Helpiing Inc., Attn: Legal Department, 1439 Boulevard, West Hartford, CT 06119, or by email to support@helpiing.com, and any notice to you shall be given to the email address that you provided us during the registration process. Notice shall be considered given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.
2. Entire Agreement. This Agreement constitutes the entire agreement between you and Helpiing, superseding any prior agreements between you and Helpiing. To the extent that you have previously registered with Helpiing and provided Your Information, this Agreement now governs how Helpiing may use Your Information, whether provided in the past or the future.
3. Governing Law. Except as expressly provided in this Section, (a) this Agreement and the relationship between you and Helpiing shall be governed by the laws of the State of Connecticut without regard to its conflict of laws provisions, as such laws are applied to agreements entered into and to be performed entirely within Connecticut between Connecticut residents, and (b) you and Helpiing agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Connecticut.
4. Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Helpiing, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Helpiing's assets, or similar transaction.
5. No Guaranty. We do not guarantee continuous, uninterrupted or secure access to our Help Engine, and operation of our website may be interfered with by numerous factors outside of our control.
6. No Waiver. Helpiing's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
7. Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Helpiing nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
8. Survival. Sections 3.2 (Fees Assessed by PCOs; Payments to PCOs), 3.3(Helpiing Community Fees; New Group Activation Fee) 4.3 (License), 5.3 (Interference with Help Engine), 6.2 (Release), 11 (Indemnity), 12 (Warranties; Liabilities), 13 (Dispute Resolution) and 18.4 (Governing Law) shall survive any termination or expiration of this Agreement.
9. Limitation. You and Helpiing each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Help Engine or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
10. Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Disclosures; Violations

The Help Engine offered under this Agreement is offered by Helpiing Inc., 1439 Boulevard West Hartford, CT 06119,. Please report any violations of this Agreement by sending a notice of the violation to the Secretary of Helpiing by postal mail or email, as follows:

Postal Address:
Helpiing Inc.
1439 Boulevard
West Hartford, CT 06119,
Email: support@helpiing.com
* * *

By indicating during registration that you have read and agreed to this Agreement, you are agreeing that you have read and understand this Agreement and agree to all of the terms of this Agreement, including Section 13 which provides that, except as otherwise specified in Section 13.1, all disputes, claims or controversies arising out of or relating to this Agreement shall first be dealt with through negotiation and mediation and if the dispute is not resolved shall then be submitted to binding, neutral arbitration.

Usage and Content Policies: Rules for Using Helpiing

Keep it Real

Helpiing profiles are intended to represent real people tied together by a common thread i.e. location, association, club, group, church, military organization, chamber of commerce, town, building, company, university or college. Fake, malicious accounts, or impersonating others on Helpiing is not allowed.

All members should make every attempt to keep their profiles up to date and authentic. All Helpiing requests for help should be accurate with enough detail necessary to allow members to make informed decisions about whether they want to offer help.

Respect the Helpiing

Community Organizers and Helpiing administrators will not tolerate disrespectful messaging, announcements, help requests, or other dishonest, harmful, or behavior that undermines the integrity of the Helpiing platform. Helpiing and Community Organizers reserve the right to remove members they deem being disrespectful to members within community.

Bullying, harassment, exploitation, and acts of hate undermine community building in safe spaces where people can trust one another. Building real relationships requires us to be more compassionate and kinder towards one another. Helpiing enforces against behaviors that are threatening, intentionally malicious, or personally harmful--physically, emotionally, or mentally.

Do Not Manipulate or Exploit

Any attempt to use someone's insecurities or vulnerabilities for personal gain is considered manipulation or exploitation and is prohibited.

Hate and Supremacy

Hate speech, supremacy, or behavior that incites hate or violence against individuals or groups of people based on who they are or their beliefs, is prohibited.

Many Thanks

If a member of a community reaches out, please feel free to thank them for their offer even should you not accept it. Please do not flaunt that you chose another for help or in some way belittle an individual’s offer to help because their profile didn’t match your request.

Removal From a Helpiing Community

Should you be removed from a Community – please respect the decision of the Community Organizer or Helpiing. Creating new / fake accounts in an attempt to regain access is prohibited and may result in you removal from all Helpiing communities for indefinite amount of time.

Sexual Content and Nudity

Sexual content and nudity are not permitted on Helpiing. Photos, messaging, help requests, and any correspondence must be appropriate for all ages. We do not allow pornography or the solicitation of any sexual acts.

Disturbing and Violent Content

Disturbing or otherwise, shocking and/or violent content or images are strictly prohibited on Helpiing.

Respect Privacy

Posting other people's private information without their explicit consent is prohibited.

Be Safe

All organizers and members should take ownership over their personal safety and should never put themselves or others in danger. We expect all community organizers and members to be mindful of local laws when engaging with their community. Where appropriate, community organizers should also set guidelines for their members to ensure they are participating safely.

No Threats, Violence, or Personal Endangerment

Using Helpiing to promote, facilitate, or organize violent, criminal, or non-consensual actions that endanger anyone, physically, mentally or emotionally, is prohibited.

Self-Injury

Helpiing does not allow any content that encourages or glorifies self-injury or encourages others to harm themselves.

Copyright and IP

Intellectual Property

We respect the intellectual property rights of others. Posting content that violates another party's intellectual property rights is strictly prohibited.

THE FOLLOWING DESCRIBES THE TERMS ON WHICH Helpiing OFFERS YOU ACCESS TO OUR WEBSITES, HELP ENGINE AND SERVICES:

Help Engine

Membership

Fees and Payments

Your Information

Use of Helpiing’s Help Engine

Grounds for Removal, Sanction and/or Suspension. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate removal, repeal and/or suspension or termination of your account:

Interference with Help Engine.

Meetings & Exchanges

Communications from Helpiing and Members of the Helpiing Community

Privacy

Links

Dealings with Marketing Partners and Third Parties

Indemnity

Warranties; Liability

Dispute Resolution

Modifications

Termination; Breach

Trademarks; Copyrights; Proprietary Rights

Additional Terms

Disclosures; Violations