updated: 6/10/2016 11:40am US PST
Compete Enterprise Group, Inc. DBA Help Flow (Help Flow) provides website chat 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:
- Providing you with the code to show the website chat box on your website
- Providing support to install the website chat code on your website, at the sole discretion of Help Flow
- Making Help Flow Agents available on your website to chat with your website visitors
- Providing information to your website visitors via engaging with them on website chat, using the FAQ content approved by you prior to launch and additional content and guidance provided by you, but not explicitly confirmed by you, after launch.
Help Flow agrees to make the Services available to you from 8am Central to 11pm USA Central time, 7 days per week, 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.
Term and Termination
This Agreement starts on the date you pay your first Help Flow service fee (Fee) and continues for the term that you have pre-paid the Services in advance.
This Agreement automatically renews for each subsequent Term for which you pre-pay in advance, unless terminated as described below.
Either party may terminate the Agreement by notifying the other party of termination, in writing via email, at least 1 day before the end of the Term. The Agreement will then terminate at the end of the 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 1 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 website or businesses 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 online and in usable form for your website visitors. Help Flow takes no responsibility for errors, lost data, or otherwise negative impacts due to website downtime related to your website.
You agree to participate in all steps required prior to launch of Services on your website. This includes but is not limited to the following. If you terminate Services without participating in these steps or at any time prior to launch of Services on your website (i.e. Help Flow conducting chats with your website visitors), you forfeit your right to any refund.
- Provide information for Help Flow to create initial FAQs
- Provide account access to Google Analytics and Google Tag Manager, with Help Flow’s instructions
- Review, revise, and approve FAQ material prior to launch.
- Meet or otherwise discuss details needed.
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:
- Review and approval of FAQ content prior to launch
- Installation of website chat code prior to launch
- Clarification of details provided by you prior to use by Help Flow
- Any other requests made by Help Flow that are required to continue providing Services
Payment Terms and Refund Policy
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 entitled to a full money back refund for the first 13 calendar days after your first payment, except if you did not meet your responsibilities, as noted in the “Your Responsibilities” section.
Other than in the above specific situation, you are not entitled to a full or partial refund of the Fees you have paid in advance for the Services.
Intellectual Property Rights
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:
- Is or becomes generally known to the public without breach of this Agreement
- Was known to Help Flow prior to its disclosure by Customer
- If Customer identifying information removed prior to any publication or mention by Help Flow of Confidential Information. For example, if Customer shares average order value for their business of $87 and Help Flow increases this to $129, Help Flow can disclose this change to any third-party by removing all Customer-identifying information. Customer-identifying information is defined as Customer name, website address, company-identifying product information (such as product names, etc.), or any other information that could be reasonably used by a third-party to identify the Customer..
Right to Publish
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.
Warranties and Guarantees
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):
- Customer is solely responsible for results obtained from the use of the Services
- Help Flow assumes no liability for any damage caused by errors or omissions in any information or instructions arising as a result of the supply of the Services.
- The Services are provided to Customer on an “as is” basis
- All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the extent of applicable law, excluded from this Agreement.
Limitation of Liability
Help Flow does not assume any risk in the interaction between Help Flow and website visitors of Customer.
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.
Waiver and Amendment
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.
No Partnership or Agency
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.
Acceptance of Terms of Service
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.