Contractual Relationship

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Helpp Technologies Private Limited. This Agreement governs your use of the Helpp application, website, contact center and technology platform (collectively, the “Helpp Platform”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE HELPP PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE HELPP PLATFORM.

Your access and use of the Helpp Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Helpp. Helpp may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Helpp Platform or any portion thereof, at any time for any reason without notice.

Supplemental terms may apply to certain Services (as defined below), such as policies for a particular event, loyalty programme, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Services. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

Helpp may amend this Agreement from time to time. Amendments will be effective upon Helpp’s posting of an updated Agreement at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Helpp Platform after such posting constitutes your consent to be bound by this Agreement, as amended.

Our collection and use of personal information in connection with the Helpp Platform is as provided in Helpp’s Privacy Policy located at https://www.Helpp.com. Helpp may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a third party provider and such information or data is necessary to resolve the complaint, dispute or conflict.

2. The Helpp Platform

The Helpp Platform provides a digital network where persons (“Users”) who seek home services (“Services”) can be matched with persons, (“Helpp Partners”) who can provide the Services. Each User shall create a User account that enables access to the Helpp Platform. Any decision by a User to make use of or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Helpp Partner or other third party provider to a User shall constitute a separate agreement between such persons.

Materials posted on the Helpp Platform are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Helpp Platform, or by anyone who may be informed of any of its contents.

We aim to update the Helpp Platform regularly and may change the content at any time. If the need arises, we may suspend access to the Helpp Platform and the Services or close them indefinitely. Any of the material on the Helpp Platform or the Services may be out of date at any given time, and we are under no obligation to update such material.

YOU ACKNOWLEDGE THAT NEITHER HELPP NOR ITS AFFILIATES FUNCTION AS A SERVICE PROVIDER, OR OWN ANY BUSINESS THAT ACT AS SERVICE PROVIDERS AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY HELPP OR ANY OF ITS AFFILIATES.

License

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Subject to your compliance with this Agreement, Helpp grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Helpp Platform on your personal device solely in connection with your use of the Helpp Platform; and (ii) access and use any content, information and related materials that may be made available through the Helpp Platform, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Helpp and Helpp’s licensors.

Third Party Services and Content.

The Helpp Platform may be made available or accessed in connection with third party services and content (including advertising) that Helpp does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Helpp does not endorse such third party services and content and in no event shall Helpp be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Helpp Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Helpp Platform in any manner. Your access to the Helpp Platform using these services or applications is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Helpp Platform Ownership.

The Helpp Platform and all rights therein are and shall remain Helpp’s property or the property of Helpp’s licensors. Neither this Agreement nor your use of the Helpp Platform convey or grant to you any rights: (i) in or related to the Helpp Platform except for the limited license granted above; or (ii) to use or reference in any manner Helpp’s company names, logos, product and service names, trademarks or services marks or those of Helpp’s licensors.

Provision of the Services.

You acknowledge that portions of the Services may be made available under Helpp’s various brands or request options. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain Affiliates; or (ii) independent third party contractors.

It is at Helpp’s discretion which brands or request options are made available to you.

3. Use of the Helpp Platform

User Accounts.

In order to use most aspects of the Helpp Platform, you must register for and maintain an active personal User account (“Account”). Account registration requires you to submit to Helpp certain personal information, such as your name, address, mobile phone number, gender and age. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Helpp Platform, including your ability to request access to your personal information or to opt in or out of marketing preferences, or Helpp’s termination of this Agreement with you.

You agree to maintain the security and secrecy of your Account username and password at all times. You agree and understand that you are responsible for all activity that occurs under your Account, even as a result of loss, damage or theft of the device through which you access the Helpp Platform.

Unless otherwise permitted by Helpp in writing, you may only possess one Account.

User Requirements and Conduct.

The Helpp Platform is not available for use by persons under the age of 18 and may only be used by individuals who can form legally binding contracts under applicable law. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive services from Helpp Partners unless they are accompanied by you or another adult.

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Helpp Platform, and you may only use the Helpp Platform for lawful purposes. You shall not, for the avoidance of doubt, use the Helpp Platform to transport, facilitate or procure the transport of illegal or banned substances or items. You will not, in your use of the Helpp Platform, cause nuisance, annoyance, inconvenience, or property damage, whether to a Helpp Partner, other third party provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Helpp Platform, and you agree that you may be denied access to or use of the Helpp Platform if you refuse to provide proof of identity. Failure to comply with the terms of this section or of section 5 may result in our taking certain actions against you, including but not limited to: (i) immediate, temporary or permanent withdrawal of your right to use the Helpp Platform (ii) legal action against you including proceedings for reimbursement of all costs on an (including, but not limited to, reasonable administrative and legal costs) resulting from the breach (iii) disclosure of such information to law enforcement authorities as we feel is necessary and/or (iv) immediate, temporary or permanent removal of any posting or material uploaded by you to our Service.

Promotions, Bundles, and Referral Programs.

Helpp, in its sole discretion, may make promotions available to any User or potential User. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Helpp. Promotions will in many cases be made available to you via alpha numeric codes (“Promo Codes”). Helpp reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Helpp determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Helpp; (iii) may be disabled by Helpp at any time for any reason without liability to Helpp; (iv) may only be used pursuant to the specific terms that Helpp establishes for such Promo Code; (v) are not valid for cash; (vi) may expire prior to your use and (vii) Helpp may establish additional terms relating to specific promotions. Helpp reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Helpp determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

As part of your User account, Helpp may provide you with or allow you to create a “Helpp Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Users (“Referred Users”) or Helpp Partners (“Referred Helpp Partners”). Helpp Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Helpp Code. You are prohibited from advertising Helpp Codes, including but not limited to on Google, Facebook, Twitter, Bing and Craigslist or on any other digital platform or website owned or controlled by you or any other person. Helpp reserves the right to deactivate or invalidate any Helpp Code at any time in Helpp’s sole discretion.

You may be entitled to purchase bundles of Helpp Credit (“Helpp Bundles”) or you may receive service discounts (“Service Discounts”) that you can apply toward payment of certain services provided by Helpp or fees charged by Helpp in relation to the Services.

Helpp Bundles, Helpp Credits, and Service Discounts are only valid for use on the Helpp Platform, and are not transferable or redeemable for cash and may only be used for certain Services. Helpp Bundles and Service Discounts cannot be combined, and if the cost of your service exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the trip.

Additional restrictions on Helpp Bundles, Helpp Credits and Service Discounts may apply as communicated to you in a relevant promotion or specific terms. Helpp may cancel, or vary the terms, relating to any Helpp Bundles, Helpp Credits or Service Discounts at any time in its sole discretion.

From time to time, Helpp may offer you incentives to refer new Users to the Helpp community (the “Referral Program”). These incentives may come in the form of Helpp Credits, Service Discounts, and Helpp may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion.

Communications.

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialling systems (where allowed by and in compliance with local law). Communications from Helpp, its affiliated companies and/or Helpp Partners, may include but are not limited to: operational communications concerning your User account or use of the Helpp Platform or Services, updates concerning new and existing features on the Helpp Platform, communications concerning promotions run by us or our third- party partners, and news concerning Helpp and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

4. Charges and Payments

As a User, you agree to pay any amounts charged by Helpp (the “Helpp Fee”) (if applicable in your jurisdiction) and amounts charged by Helpp Partners or other independent third party provider for providing Services to you (“Charges”).

After you have received Services from a Helpp Partner or other independent third party provider, Helpp: (i) may facilitate your payment of the applicable Charges on behalf of the Helpp Partner as such Helpp Partner’s limited payment collection agent and (ii) may collect any applicable Helpp Fee directly from you or, in the case of a cash payment, from the relevant Helpp Partner. Payment of the Charges and Helpp Fee in the above manner shall in all cases be considered the same as payment made directly by you to the Helpp Partner or other independent third party provider or to Helpp, as applicable. Charges and Helpp Fees will be inclusive of applicable taxes where required by law, including any VAT or sales tax. Charges and Helpp Fees paid by you are final and non-refundable, unless otherwise determined by Helpp.

All Charges and Helpp Fees are due immediately and payment will be facilitated by Helpp using the preferred payment method designated in your Account, after which Helpp or a Helpp Partner, as applicable, will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Helpp may, on its own behalf, and as the Helpp Partner’s limited payment collection agent, use a secondary payment method in your Account, if available. As between you and Helpp, Helpp reserves the right to establish, remove and/or revise Helpp Fees at any time in Helpp’s sole discretion. Charges may also be varied or revised at any time without your consent. Further, you acknowledge and agree that Charges and Helpp Fees applicable in certain geographical areas may increase substantially during times of high demand. Helpp will use reasonable efforts to inform you of Charges and Helpp Fees that may apply, provided that you will be responsible for Charges and Helpp Fees incurred under your Account regardless of your awareness of such Charges or Helpp Fees, as applicable, or the amounts thereof.

5. Restricted Activities

With respect to your use of the Helpp Platform and your participation in the Services, you agree that you will not: (i) impersonate any person or entity (ii) stalk, threaten, or otherwise harass any person (including other Users making simultaneous use of the Service), or carry any weapons (iii) violate any law, statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the Services or the Helpp Platform or the servers or networks connected to the Helpp Platform (v) post information or interact on the Helpp Platform or with respect to Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal (vi) use narcotics or alcohol (vii) use the Helpp Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (viii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Helpp Platform (x) “frame” or “mirror” any part of the Helpp Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose (xi) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Helpp Platform or any software used on or for the Helpp Platform (xii) rent, lease, lend, sell, redistribute, license or sublicense the Helpp Platform or access to any portion of the Helpp Platform (xiii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Helpp Platform or its contents (xiv) link directly or indirectly to any other web sites (xv) transfer or sell your User account, password and/or identification to any other party (xvi) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (xvii) cause any third party to engage in the restricted activities above. In the event that you undertake in any of the above while participating in Services, a Helpp Partner shall be permitted to refuse to provide you Services or, if such Services have commenced, a Helpp Partner shall be permitted to refuse to continue to provide you Services.

6. Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER.

THE HELPP PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HELPP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HELPP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE HELPP PLATFORM, SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE HELPP PLATFORM, OR THAT THE HELPP PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. HELPP AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF HELPP PARTNERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE HELPP PLATFORM AND SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Helpp and its Affiliates are not responsible for the conduct, whether online or offline, of any User, Helpp Partner or any other third party. You are encouraged to use a reasonable degree of sensibility and caution when interacting with other Users, Helpp Partners or any other third party.

We are not required to procure insurance for, nor are we responsible for private belongings, including the loss of private belongings as a result of theft or snatching.

By using the Helpp Platform and participating in the Services, you agree to accept such risks and agree that Helpp is not responsible for the acts or omissions of Users, Helpp Partners, or any other third party.

You acknowledge that Helpp may have its own insurance coverage from which you may benefit. In the event thereof, you agree to provide proper notification of an insurance claim and accept the benefit of any insurance service provided at your own risk and you hereby acknowledge that Helpp is not acting as a broker in connection therewith, nor does it provide any guarantees, warranties or any other assurances in connection therewith.

Helpp and its Affiliates expressly disclaim any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

Location data provided by the Helpp Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Helpp, nor its Affiliates nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Helpp Platform. Any of your information, including geolocational data, you upload, provide, or post on the Helpp Platform may be accessible to Helpp, selected partners and relevant Helpp Partners.

LIMITATION OF LIABILITY.

HELPP AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE HELPP PLATFORM OR SERVICES, EVEN IF HELPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HELPP AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE HELPP PLATFORM OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE HELPP PLATFORM OR THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY HELPP PARTNER OR OTHER THIRD PARTY PROVIDER, EVEN IF HELPP OR ITS AFFILIATES OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HELPP AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.

THE HELPP PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE THE SERVICES WITH HELPP PARTNERS BUT YOU AGREE THAT HELPP, ITS AFFILIATES AND OTHER PARTNERS HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICE PROVIDED TO YOU BY HELPP PARTNERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 6 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity.

You agree to indemnify and hold Helpp, its Affiliates, and other partners and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees)arising out of or in connection with: (i) your use of the Helpp Platform and the Services or services or goods obtained through your use of the Helpp Platform; (ii) your breach or violation of this Agreement or(iii) your violation of the rights of any third party, including Helpp Partners.

7. Dispute Resolution

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Helpp Platform or Services (collectively, "Disputes") will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Helpp if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Helpp are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Helpp and/or any of its Affiliates.

8. Other Provisions

Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Helpp at info@myhelpp.com.

Notice.

Helpp may give notice by means of a general notice on the Helpp Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Helpp by written communication to Helpp's email address at info@myhelpp.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Helpp’s prior written approval. You give your approval to Helpp for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Helpp’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Helpp or any Helpp Partner as a result of the contract between you and Helpp or use of the Helpp Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.