updated: 8/20/17 2:30 PM US PST
Compete Enterprise Group, Inc. DBA Help Flow (Help Flow) provides online customer communication services to businesses (Services). In consideration of Help Flow providing Services to you, you agree to be bound by the following Terms of Service (Terms of Service).
Help Flow agrees to provide you with the Services, including but not limited to:
Help Flow agrees to make the Services available to you subject to the below service interruption clause.
Services are made available on a best effort basis, but subject to occasional service interruptions. These include but are not limited to technical failure or maintenance of website chat system.
This Term of the Agreement starts on the date you pay your first Help Flow service fee (Fee) and continues monthly thereafter.
This Agreement automatically renews for each subsequent Term, unless terminated as described below.
Either party may terminate the Agreement by notifying the other party of termination, in writing via email, at least 30 days before the end of the current Term. The Agreement will then terminate at the end of the current Term. If notice is not provided at least 30 days before the end of the current Term, the agreement will terminate at the end of the subsequent Term.
Help Flow reserves the right to suspend the Services for a breach of this Agreement until you rectify the breach.
Help Flow may terminate this Agreement at any time at its sole discretion upon 30 day notice.
Upon termination of this Agreement, any licenses and rights of access granted under this Agreement will immediately terminate.
You agree to use the Services in accordance with any applicable laws, industry regulations, and policies and guidelines that Help Flow notifies you about from time to time.
You agree not to use Services in connection with a business that may be considered illegal, defamatory, or otherwise give rise to a third party claim against Help Flow.
You agree to take sole responsibility for the maintenance, backup, safeguarding, and other related efforts in order to keep your website and communication channels online and in usable form for your prospects and customers. Help Flow takes no responsibility for errors, lost data, or otherwise negative impacts due to website or communication channel downtime related to your website.
You agree to participate in all steps required prior to launch of Services. This includes but is not limited to the following.
You agree to complete within 3 business days all Help Flow requests related to providing Services that are required to continue providing Services, including but not limited to:
You agree to pay all Fees in advance in return for Help Flow providing the Services to you.
If you fail to pay the Fees by the due date, in addition to any other Help Flow rights and remedies, Help Flow may immediately suspend your Services.
You are not entitled to a full or partial refund of the Fees you have paid in advance for the Services.
Customer is purchasing only services from Help Flow. Any content, technology, processes, or any other tangible or digital assets created before, during, or after the Service is rendered and used by Help Flow to render the Service are owned by Help Flow.
This does not include intellectual property that was owned by Customer prior to the start of the project, including Trademarks, Patents, etc.
You agree that you will not publish, copy, or otherwise alter the Services provided by Help Flow, including but not limited to accessing the Services or Help Flow in order to build a competitive product or service, or copy any features or functions of the Services or Help Flow.
Content created by HelpFlow, such as FAQs and knowledge base content, can be used by You while you’re an active Customer of HelpFlow. If You terminate Services prior to You paying at least $4,000 in fees, then the content cannot be used by You. If this agreement is terminated after You pay at least $4,000 in fees, then the content can be used by you.
Confidential information may be provided from Customer to Help Flow, including by not limited to customer lists, employee information, and business financial information.
Help Flow will take all reasonable steps to secure and keep secure all Confidential Information and use the Confidential Information for the purposes of performing Services for Customer. Help Flow will not disclose Confidential Information for any purpose outside of the scope of this Agreement.
These restrictions do not apply to the extent that the Confidential Information:
Within the requirements of the “Confidentiality” section, you grant Help Flow the right to use and publish your name, logo, and trademark(s) for the purpose of identifying you as a current or past Help Flow customer.
Help Flow does not warrant or guarantee the complete continuity of the supply of the Services or future functionality of the Services.
Except as defined in this Agreement (and subject to any requirements at law):
Help Flow does not assume any risk in the interaction between Help Flow and your Prospects or Customers.
Customer remedy against Help Flow for any claim relating to or concerning Help Flow is limited to Help Flow providing services again or refunding the payment paid by Customer, at the discretion of Help Flow.
Customer is not entitled to any incidental, consequential, or other damages, including but not limited to, damages for loss of revenue, loss or diminishing of website traffic, or loss of goodwill or reputation.
Customer agrees to indemnify and keep indemnified Help Flow against any third party claim against Help Flow for any loss, damage, or liability that arises in connection to Help Flow services.
Help Flow reserves the right, at its sole discretion, to modify or replace the terms at any time.
If the changes constitute a material change to the terms, Help Flow will notify you by posting an announcement on the website. HelpFlow will also notify you by email within 24 hours of the change if you have requested this in email or other written communications. What constitutes a material change will be determined at the sole discretion of Help Flow.
You shall be responsible for reviewing and becoming familiar with any such modifications. Using the Services following notification of a material change to the terms shall constitute your acceptance of the Terms as modified.
Any waiver by either party to a breach of this Agreement is not considered a waiver of a subsequent breach of the same or different kind.
If any part of this Agreement is found to be invalid, it shall be severed and the other parts of this Agreement shall remain in force.
If any invalid part of this agreement would be valid if some part of it were deleted, the part will apply with whatever modification is needed to give effect to the commercial intent of both Help Flow and Customer.
Help Flow reserves the right to assign, transfer, sub-contract, or deal in any other manner with any of its rights or obligations under this Agreement at any time without notice to you.
Nothing in this Agreement will create a relationship or partnership between you and Help Flow, authorize you or Help Flow to act as agent for the other, or authorize you or Help Flow to bind the other in any way.
Regardless of the place of reading of this agreement, you agree that for purposes of venue, this agreement was entered into in San Diego County, California USA. This Agreement is governed by the laws of the state of California, USA and any dispute will decided through binding arbitration by the American Arbitration Association in San Diego County, California.
By subscribing for and or receiving Services, you accept these Terms of Service.
This Agreement and any directly referenced documents constitute the Agreement between you and Help Flow.