(Effective date: January 15, 2018)
Welcome to WeHelp Life, These Terms of Use describe the terms and conditions applicable to your access and use of the website www.wehelp.life (“Site” hereinafter). This document is a legally binding agreement between you as the user of the Site (referred to as “you”, “your” or “User” hereinafter) and the WeHelp Life LLC entity listed in clause 2.1 below (referred to as “we”, “our” or “WeHelp Life” hereinafter).
1. APPLICATION AND ACCEPTANCE OF THE TERMS
1.1 Your use of the Site WeHelp Life and WeHelp Life’ services, software and products (hereinafter collectively as the “Services”) is subject to the terms and conditions contained in this document as well as the Privacy Policy and any other rules and policies of the Site that we may publish from time to time. This document and such other rules and policies of the Site are collectively referred to below as the “Terms”. By accessing the Site or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Site if you do not accept all of the Terms.
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with WeHelp Life, or (b) you are not permitted to receive any Services under the laws of United States or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that WeHelp Life may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 If we posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Site.
1.5 You may be required to enter into a separate agreement, whether online or offline, with WeHelp Life or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of WeHelp Life.
2. PROVISION OF SERVICES
2.1 WeHelp Life that you are contracting with is registered in 10233 S Parker Rd, #300, Parker, 80134, Colorado, US. who you agree may invoice you for their part of the Services.
2.2 You must register as a User on the Site in order to access and use some Services. Further, WeHelp Life reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to any condition that WeHelp Life may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. We may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 WeHelp Life may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice.
2.5 You understand and acknowledge that WeHelp Life is not a professional charitable organization, Fundraisings are not charities to which you can make tax-deductible charitable contributions.
2.6 The Services are a Platform; we are not a Broker, Financial Institution, Creditor or Charitable Institution. WeHelp Life facilitates the Donation transaction between Fundraiser Organizers and Donors, but is not a party to any agreement between a Fundraiser Organizer and a Donor, or between any user and a Charity. WeHelp Life / WeHelp Life has no control over the conduct of, or any information provided by, a User, including but not limited to Fundraiser Organizer, Donor, or a simple User of the Site, and WeHelp Life hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
2.7 All information and content provided by WeHelp Life through the WeHelp Life Services is for informational purposes only, and WeHelp Life does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Fundraising, Charities, Donations, Donors, Users or any products, services, information or content relating to the Services, you should consult your financial, legal, tax advisers or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.
2.8 WeHelp Life through WeHelp Life does not guarantee that a Fundraising will obtain a certain amount of Donations or any Donations at all. We do not personally endorse any Fundraising, Fundraiser Organizer, or Charity, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We expressly disclaim any liability or responsibility for the success of any Fundraising, or the outcome of any fundraising purpose. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Fundraising, Fundraiser Organizer, or Charity.
2.9 All Donations are at your own risk. When you make a Donation to a Fundraising or Charity, or otherwise through the WeHelp Life Services, it is your responsibility to understand how your money will be used. WeHelp Life is not responsible for any offers, promises, rewards or promotions made or offered by Charities, Fundraising or Fundraiser Organizers. We do not and cannot verify the information that Fundraiser Organizers supply, nor do we guarantee that the Donations will be used in accordance with any Fundraising purpose prescribed by a Fundraiser Organizer or Charity. We assume no responsibility to verify whether the Donations are used in accordance with any applicable laws; such responsibility rests solely with the Fundraiser Organizer or Charity, as applicable. While we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Terms of Service, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Fundraiser Organizer or Charity is not raising or using the funds for their stated purpose, please contact us at notify@wehelplife.com to alert our team of this potential issue and we will investigate.
3. USERS GENERALLY
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etcetera available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with WeHelp Life, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from WeHelp Life is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.3 You must read WeHelp Life’ Privacy Policy which governs the protection and use of personal information about Users in the possession of WeHelp Life and our affiliates (if any). You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.
3.4 WeHelp Life may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Site. You acknowledge that WeHelp Life has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of WeHelp Life and WeHelp Life and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to WeHelp Life or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to WeHelp Life to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site or the provision of any Services. You confirm and warrant to WeHelp Life that you have all the rights, power and authority necessary to grant the above license.
3.7 Software available in connection with the Services and the transmission of applicable data, if any, may be subject to export controls and economic sanctions laws of the United States or other jurisdictions. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of such export control and economic sanctions laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services.
4. USER ACCOUNTS
4.1 User must be registered on the Site to access or use some Services. The Services are designed to allow a User (a "Fundraiser Organizer") to post a fundraising campaign ("Fundraising") to the Platform to accept monetary donations ("Donations") from those registered Users wishing to contribute funds to the Campaign ("Donors"). For purposes hereof, the term "Fundraiser Organizer" shall also be deemed to include any individual(s) designated as a beneficiary of a Fundraising campaign. Although there are no fees to set up a Campaign, industry-standard payment processing fees apply to each Donation.
4.2 There are unregistered Users of the Services, which may "like" or "heart" Fundraising campaigns or otherwise interact with the Platform or Services, these terms also apply to those users.
4.3 Except with WeHelp Life’s approval, one User may only register one-user account on the Site. WeHelp Life may reject User’s application for registration for any reason, at our sole discretion.
4.4 A set of User ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of the User ID and password and for all activities that occur under the account. No User may share, assign, or permit the use of the User account, ID or password. User agrees to notify WeHelp Life immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.5 User agrees that all activities that occur under your account (including without limitation, posting any information, clicking to accept any Additional Agreements or rules or making any payment for any services or donation) will be deemed to have been authorized by the User.
4.6 User acknowledges that sharing of your account with other persons, or allowing multiple users to use your account (collectively, "multiple use"), may cause irreparable harm to WeHelp Like and WeHelp Life or other Users of the Site. User shall indemnify WeHelp Life, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. User also agrees that in case of the multiple use of your account or User’s failure to maintain the security of your account, WeHelp Life shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate User’s account without liability to User.
5. USER AND USER’S RESPONSIBILITIES
5.1 Each User represents, warrants and agrees that you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder;
5.2 User will be required to provide information as part of the registration process on the Site or your use of any Service or the User account. Each User represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.3 Upon becoming a registered User, you consent to the inclusion of the contact information about you in our Database and authorize WeHelp Life and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
5.4 Each User represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit or post; (b) any User Content that you submit or post does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
5.5 Each User further represents, warrants and agrees that the User Content that you submit or post shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate other Terms or any applicable Additional Agreements;
f) not violate any applicable laws and regulations or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web sites which includes any content that may violate the Terms.
5.6 Each User further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Site in compliance with any applicable laws and regulations;
b) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
c) not use the Services or Site to defraud any person or entity (including without limitation use of stolen credit/debit cards);
d) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
e) not engage in spamming or phishing;
f) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etcetera) or encourage or abet any unlawful activities;
g) not involve attempts to copy, reproduce, exploit or expropriate WeHelp Life and WeHelp Life’s various proprietary directories, databases and listings;
h) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
i) not involve any scheme to undermine the integrity of the data, systems or networks used by WeHelp Life/WeHelp Life and/or any user of the Site or gain unauthorized access to such data, systems or networks;
j) not engage in any activities that would otherwise create any liability for WeHelp Life or our affiliates.
5.7 User may not use the Services and User account to engage in activities which are identical or similar to WeHelp Life’s marketplace business.
5.8 User acknowledges and agrees that WeHelp Life shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. WeHelp Life does not endorse, verify or otherwise certify the contents of any comments or information made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other information.
5.9 User, as a Fundraiser Organizer, represent, warrant, and covenant that (i) all information you provide in connection with a Fundraising is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any user; (ii) all Donations contributed to your Fundraising will be used solely as described in the materials that you post or otherwise provide; (iii) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds, particularly, but not limited to, laws relating to your marketing and solicitation for your project; and (iv) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize WeHelp Life, and WeHelp Life reserves the right to, provide information relating to your Fundraising campaign to donors and beneficiaries of your Campaign or law enforcement or to assist in any investigation.
5.10 User acknowledges and agrees that each User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
5.11 It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.
5.12 In order to contribute to a Fundraising or to a Charity, a Donor will be required to provide WeHelp Life information regarding its credit card or other payment instrument that is linked to the Donor’s account on the Services. You, as a Donor, represent and warrant to WeHelp Life that such information is true and that you are authorized to use the applicable Payment Instrument. You agree that a certain minimum Donation amount may apply, and that all Donation payments are final and will not be refunded unless WeHelp Life, in its sole discretion, agrees to issue a refund. WeHelp Life uses third-party payment processing partners to bill you through your Payment Instrument and Billing Account for any Donations made, and Donors acknowledge that by contributing a Donation to a Fundraising, the Donor is agreeing to any and all applicable terms set forth by our payment partners.
5.13 WeHelp Life may place a hold on a Fundraising account, restricting withdrawals by a Fundraiser Organizer. Some of the reasons that we may place a Hold on a Fundraising campaign account include the following: (i) if we have reason to believe, in our sole discretion, that information provided by a Fundraiser Organizer is false, misleading, or fraudulent, or that funds are being used in a prohibited manner, (ii) if the funds available should be provided directly to a person other than the Fundraiser Organizer, such as a legal beneficiary or person entitled by law to act on behalf of a Fundraiser Organizer), (iii) if we have reason to believe that a Fundraising or Fundraising Organizer has violated these Terms, or (iv) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a hold we may have placed on your Fundraising account, or need information about how to resolve the hold, please contact us at help@wehelp.life
5.14 User, as a Fundraiser Organizer, may withdraw Donations to your Fundraising at any time up to the full amount of all Donations credited to your Fundraising, less any applicable fees and any previously withdrawn amounts and subject to any holds that we or our payment partners may place on your Fundraising account. A Fundraiser Organizer may withdraw Donations by electronic wire transfer to your bank account or by receipt of a paper check in certain cases. While WeHelp Life strives to make withdrawals available to you promptly, you acknowledge and agree that withdrawals may not be available to you for use immediately, and WeHelp Life and WeHelp Life does not guarantee that Withdrawals will be available to you within any specific time frame, and WeHelp Life expressly disclaims any and all responsibility for any delay or inability to access and use Withdrawals at any specified time, and any consequences arising from such delay or inability. User, as a Fundraiser Organizer, are responsible for ensuring that the information you provide to WeHelp Life in order to process a withdrawal, including your bank account information, is accurate and up to date. WeHelp Life may, at any time, for any reason, and in its sole discretion, offer or issue a refund of donation(s) with or without consulting with you, which may comprise the entire amount donated to your Fundraising. WeHelp Life is not responsible for any consequences caused by WeHelp Life issuing refunds, including, but not limited to transaction or overdraft fees. You also acknowledge that WeHelp Life is not liable to compensate you in any way for any loss.
6. BREACHES BY USERS
6.1 WeHelp Life reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to or post on the Site which we reasonably believe is unlawful, violates the Terms, could subject WeHelp Life or our affiliates to liability, or is otherwise found inappropriate in WeHelp Life’s opinion.
6.2 If any User breaches any Terms, or if WeHelp Life has reasonable grounds to believe that a User is in breach of any Terms, WeHelp Life shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the User’s account and any and all accounts determined to be related to such account by WeHelp Life in its discretion; (ii) restricting, downgrading, suspending or terminating the access to, or current or future use of any Service; (iii) imposing other restrictions on the User’s use of any features or functions of any Service as WeHelp Life may consider appropriate in its sole discretion; and (iv) any other corrective actions, discipline or penalties as WeHelp Life may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a User would be considered as being in breach of the Terms in any of the following circumstances:
a) WeHelp Life has reasonable grounds to suspect that such User has used a stolen credit card or other false or misleading information in any transaction or donation,
b) WeHelp Life has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
c) WeHelp Life believes that the User’s actions may cause financial loss or legal liability to WeHelp Life or our affiliates or any other Users.
6.4 WeHelp Life reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, WeHelp Life may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. WeHelp Life shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against WeHelp Life for such disclosure.
6.5 WeHelp Life may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the User’s use of any Service or the Site without being liable to the User if WeHelp Life has received notice that the User is in breach of any agreement or undertaking with any affiliate of WeHelp Life and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities.
6.6 Each User agrees to indemnify WeHelp Life, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission or posting of any User Content, from your use of the Site or Services, or from your breach of the Terms.
6.7 Each User further agrees that WeHelp Life is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User. WeHelp Life reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with WeHelp Life in asserting any available defenses.
7. LIMITATION OF LIABILITY
7.1 to the maximum extent permitted by law, the services provided by WeHelp Life on or through the Site WeHelp Life are provided "as is", "as available" and “with all faults”, and WeHelp Life hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy or reliability. All such warranties, representations, conditions, and undertakings are hereby excluded.
7.2 to the maximum extent permitted by law, WeHelp Life makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or being current of any information provided on or through the Site; WeHelp Life does not represent or warrant that use of services offered on the site does not violate any third party rights; and WeHelp Life makes no representations or warranties of any kind concerning any service or publication offered or displayed on the Site.
7.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to User’s computer system or WeHelp Life’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from WeHelp Life or through or from the Site shall create any warranty not expressly stated herein.
7.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall WeHelp Life and our affiliates be held liable for any such services or products.
7.5 Each User hereby agrees to indemnify and save WeHelp Life, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site or Services or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save WeHelp Life, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to WeHelp Life.
7.6 Each User hereby further agrees to indemnify and save WeHelp Life, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights. Each User hereby further agrees that WeHelp Life is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. WeHelp Life reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with WeHelp Life in asserting any available defenses.
7.7 WeHelp Life shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Site or Services;
b) any defect in data, information or services obtained from a User or any other third party through the Site;
c) violation of Third Party Rights or claims or demands that User's use of services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Site; or;
f) any matters relating to Services however arising, including negligence.
7.8 You agree that you are solely responsible for your interactions with any other user in connection with the Services and WeHelp Life / WeHelp Life will have no liability or responsibility with respect thereto. WeHelp Life reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
7.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not WeHelp Life has been advised of or should have been aware of the possibility of any such losses arising.
8. FORCE MAJEURE
8.1 Under no circumstances shall WeHelp Life be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 WeHelp Life is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with WeHelp Life, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by WeHelp Life are hereby reserved.
9.2 "WeHelp Life", "WeHelp Life", “wehelp.life”, and related icons and logos are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
9.3 WeHelp Life may have independent third parties involved in the provision of the Services. You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10. ARBITRATION
10.1 Escalation. In the event of dispute, either party may call for escalation by written notice to the other. Within 5 business days of such notice, WeHelp Life shall designate an executive with authority to make commitments that would resolve the dispute (a “Senior Manager). The parties (WeHelp Life Senior Manager and the User) shall meet in person or by telephone (“Dispute Conference’) within 5 business days of their designation and shall negotiate in good faith to resolve the dispute. Except to the extend necessary to prevent irreparable harm or to preserve rights or remedies, neither party shall initiate arbitration until 10 business days after the Dispute Conference.
10.2 If the parties do not reach an agreement by the escalation established in the previous clause 10.1, the arbitration shall proceed.
10.3 Arbitration; Waiver of Trial by Jury. You agree that all disputes between you and us or any of our officers, directors or employees acting in their capacity as such (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these terms of service, your use of the services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the jams, inc. (“jams”) rules for arbitration of consumer-related disputes, and you and we hereby expressly waive trial by jury; provided, however, that we or you may seek injunctive or other equitable relief in any state or federal court having jurisdiction to grant it in the event of an actual or threatened infringement or misappropriation of intellectual property rights. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.
10.4 Small Claims Court; Class Action Waiver. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including without limitation any right to class arbitration or any consolidation of individual arbitrations. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.
10.5 Procedures. These dispute resolution provisions will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event that JAMS is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.
10.6 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Disputes section, you must notify us in writing within thirty (30) days of the date that you first accept these Terms and Conditions of service (unless a longer period is required by applicable law), and then you must litigate any disputes against us in accordance with the Governing Law and Jurisdiction section below. Your written notification must be mailed to us at 10233 S Parker Rd, #300, Parker, 80134, Colorado, US. If you do not notify us in accordance with this paragraph, you agree to be bound by the terms of this Disputes section, including without limitation the escalation, arbitration and class-action waiver provisions, and further including such provisions in any revisions we make to these Terms of Service after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing address, and (iii) a statement that you do not wish to resolve disputes with us through arbitration or waive your ability to participate in a class action. If we make any changes to this Disputes section (other than a change to the address at which we will receive notices or rejections of future changes to this Disputes section), you may reject any such change by sending us written notice, within thirty (30) days of the change, to the address set out at the end of these Terms and Conditions. It is not necessary to send us a rejection of a future change to this Disputes section if you had properly opted out within the first thirty (30) days after you first accepted the provisions in this Disputes section. If you have not properly opted out, then by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Disputes section, as modified by any changes you did not reject. A notification sent pursuant to this paragraph solely affects these Terms and Conditions; if you previously entered into other arbitration or dispute resolution agreements with us or enter into other such agreements in the future, your notification that you are opting out of the provisions in this Disputes section shall not affect the other arbitration agreements between you and us.
10.7 Severability. If any of the prohibitions against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Disputes section will be null and void. This Disputes section, including without limitation the arbitration agreement and class action waivers contained herein, will survive the termination of your relationship with us.
10.8 Notwithstanding any provision in these Terms to the contrary, we agree that if WeHelp Life makes any future change to this arbitration provision (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the JAMS Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
11. GENERAL PROVISIONS
1.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and WeHelp Life with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
11.2 WeHelp Life and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
11.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.5 WeHelp Life failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of WeHelp Life’s right to act with respect to subsequent or similar breaches.
11.6 WeHelp Life shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of WeHelp Life). You may not assign, in whole or part, the Terms to any person or entity.
11.7 These Terms shall be governed by and construed in accordance with the laws of United States, excluding its conflict of law rules.