HALP TERMS OF SERVICE

Last Updated: October 2, 2019

WELCOME

These Terms of Service (“Terms”) govern your access and use of Halp Technologies Corporation’s (“Halp”, “we”, “us”, “our”) services made available through our website located athttps://www.halp.co/ (the “Website”). Halp’s goal is to offer access to peer-driven support through the transition to post-secondary school by connecting prospective post-secondary students (“Students”) with current post-secondary students (“Halpers”) (collectively, “you” or “your”), such as by facilitating conversations between Students and Halpers (“Halp Chats”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OUR WEBSITE AND/OR USING OUR SERVICES. By using the services made available through the Website, you agree to be bound by all the Terms set forth herein. A copy of these Terms may be downloaded, saved and printed for your reference.

I. ELIGIBILITY

The Halp services must only be used by Students that are fifteen (15) years or older. If you are a Student that is fifteen (15) years or older, but under the age of majority in your jurisdiction of residence, your parent or guardian must purchase a Halp membership on your behalf.

II. OWNERSHIP / RESTRICTIONS ON USE

The Website is owned and operated by Halp. Any and all content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, trade names and other information including, without limitation, the “look and feel” of the Website (collectively, the “ Content”) contained in this Website are proprietary to Halp, its affiliates and/or third-party licensors. The Content is protected by Canadian, United States and international copyright and trademark laws.

Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content, in whole or in part, without the express prior written consent of Halp. You may download, print and reproduce the Content for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL source of such Content. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Halp. To request written consent for such reproduction, please contact us at [email protected].

III. Account and/or Profile Creation

In order to connect Students with Halpers, Students will be asked to create an online account through our Website. Similarly, applicants that are accepted to become Halpers will also be required to create an online account in order to set up a personal profile that will be publicly available to Students on our Website. In consideration for your use of this Website and the services provided through it, you agree to provide true, current, complete and accurate information as requested during account and/or profile creation, and to update that information as soon as possible after any information changes.

Upon account and/or profile creation, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on this Website under such password or username. You agree to immediately notify Halp of any unauthorized use of your password or username or any other breach of security.

IV. SPECIFIC TERMS FOR STUDENTS

a. Terms of Purchase

We provide Students with access to certain university transition services free of charge such as tracking important dates and deadlines, access to guides and checklists and our Halp newsletter. However, in order to enjoy the full benefits of our services, including Halp Chats, Students must purchase a Basic, Plus or Pro Halp membership. The following terms apply when Students (or their parent or guardian) purchase a Basic, Plus or Pro Halp membership :

  • Halp Membership: Students will get access to certain paid services such as credits for Halp Chats, once the Student (or their parent or guardian) makes a full payment for a Basic, Plus or Pro Halp membership. Each membership is valid for one year from the date of purchase.
  • Membership Renewal: Halp memberships will not automatically renew, however we will send Students a renewal notice prior to the expiry of their Halp membership and how they can renew their membership through Halp. If a Student’s Halp membership expires before all of their Halp Chat credits are used, the unused Halp Chats credits can be re-accessed and used by renewing the Halp membership.
  • Payment: Payment for Halp memberships or other services is accepted by major credit card or PayPal. If a Student (or their parent/guardian) pays by credit card, the Student agrees that we may charge the services and other charges payable to Halp, including applicable taxes, to such credit card. Halp is not responsible for any charges incurred as a result of overdrawing any bank account or exceeding the credit limit associated with the credit card. Once payment has been made, an email summarizing the order and acknowledging receipt will be sent immediately to the email address associated with Student’s online account.
  • Prices: The prices for services such as Halp Chats are quoted in Canadian dollars. The prices displayed do not include applicable taxes. Prices listed on the Website are for informational purposes only and may be changed by Halp in its sole discretion without notice.
  • Errors:While our goal is an error-free site, we do not guarantee that any Content is 100% accurate or complete, including price information for services. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to Student’s purchase. Halp reserves the right to cancel, to terminate or not to process orders (including accepted orders), where the price or other material Content on the Website is incorrect or inaccurate (including after a purchase has been made).

b. Scheduling Halp Chats

When a Student finds a Halper that suits their needs and schedule, the Student may use their online account to create a booking by selecting a time slot to speak to the Halper (each, a “Booking”). When Halp receives the Student’s Booking request, Halp will send the Halper an email notification and text message to confirm the Booking. The Halper will then either approve the Booking or reschedule the Booking by suggesting another time slot.

Halpers may not always be able to accept Student Bookings for a variety of reasons, nor are they obligated to accept them. Halp makes no guarantees that Student Bookings will always result in a Halp Chat with the Halper of the Student’s choice. If the Halper accepts your Booking, there may be a variety of unforeseen circumstances that arise and cause the Halper to cancel your Booking. Student acknowledges that the Booking may be cancelled any time before the Booking occurs.

c. Cancellation

Students are entitled to cancel their Booking, without any reason, at any time at least twenty-four (24) hours before the scheduled Booking. Subject to the foregoing, if you decide to cancel your Booking for any reason less than twenty-four (24) hours before your Booking or if you do not join the Halp Chat at the time of the scheduled and confirmed Booking, you will be charged the full amount for the Booking and lose the credit associated with the Halp Chat.

If a Halper cancels less than twenty-four (24) hours before the scheduled Booking or if a Halper does not join the Halp Chat at the time of scheduled and confirmed Booking, Halp will refund the credit used to purchase the Halp Chat back to the Student’s online account.

V. SPECIFIC TERMS FOR HALPERS

a. In addition to these Terms, any other terms, notices or guidelines that we provide to Halpers are hereby incorporated by reference with the same force and effect as though fully set forth herein. To the extent that the terms, provisions and obligations set forth in the documents referenced in this section V(a) are inconsistent with the Terms, the Terms shall apply.

VI. USER-GENERATED CONTENT

The Website may permit the submission of content, such as photographs, comments, and testimonials/stories generated by you (“User Content”).

You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information, feedback, suggestions or other ideas that you submit to or post or publish on the Website is non-confidential and non-proprietary and that we may adopt, adapt or otherwise use any User Content (in whole or in part) without any compensation or notice to you.

By submitting User Content, you represent and warrant to Halp that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize Halp to use and reproduce your User Content as contemplated in these Terms, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate Halp’s User Code of Conduct set forth below.

As between you and Halp, you will retain all of your ownership rights in and to your User Content. By submitting User Content to our Website, you hereby grant to Halp a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that Halp (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed to the maximum extent permitted by applicable law. You also waive your moral rights to the User Content, and hereby grant each user of the Website a non-exclusive license to access your User Content through the Website.

Halp does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Halp reserves the right but is not obligated to monitor User Content or other content sent to or through the Website. Halp has the right to refuse, remove or delete any User Content and/or to terminate any user"s account and access to the Website if Halp determines, in its sole and absolute discretion, that such User Content or user violates or has violated these Terms. Halp takes no responsibility for and expressly disclaims any and all liability in connection with any User Content.

VII. USER CODE OF CONDUCT

By submitting User Content and as a condition of your continued access to and use of our Website and services, you agree to abide by all applicable federal, provincial, territorial, local and other laws and regulations and the “Code of Conduct” set forth below. Specifically, in addition, without limiting the foregoing, you agree not to:

1) submit any User Content that is protected by or otherwise subject to any third party intellectual property or proprietary rights (including any privacy and publicity rights) unless you own or have permission from the rightful owner of such rights to post such User Content and to grant Halp all of the rights granted herein;

2) upload, post, comment, e-mail or otherwise transmit any statements, material or User Content that:

a) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message;

b) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;

c) contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or

d) otherwise encourages criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction;

3) harvest or otherwise collect, use or store any information (including personally identifiable information) about other users of the Website, including e-mail addresses, or use any User Content without the express consent of such users (or in the case of a user who is a minor, their parent or legal guardian);

4) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Website;

5) attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means;

6) interfere with or disrupt networks or servers connected to the Website or violate the regulations, policies or procedures of such networks; or

7) use, download or otherwise copy, or provide to any person or entity any Website users directory or other user or usage information or any portion thereof other than in the context of your use of the Website.

Halp retains the right, at its sole discretion, to deny use of the Website and provision of its services to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms. You will cease and desist from using the Website immediately upon request by Halp to do so.

VIII. LINKING

It is our goal to provide increased value to visitors to our Website. Therefore, our Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from Halp and that Halp has no control over the content of such websites. Consequently, Halp cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

IX. DISCLAIMER / LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS, OR THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES FOR STUDENTS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

Although we strive to update and keep accurate as much as possible the Content contained on the Website, errors and/or omissions may occur and we cannot guarantee it is accurate and complete at all times.

ACCORDINGLY, THE WEBSITE, INCLUDING THE CONTENT AND OUR SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. HALP DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HALP DOES NOT WARRANT THAT THE FUNCTIONS ON THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR HALP CHATS WILL MEET YOUR REQUIREMENTS OR SPECIFIC NEEDS OR THAT YOU WILL BE SATISFIED WITH A HALPER’S ADVICE. HALP DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE CONTENT OR QUALITY OF ANY HALP CHAT AND HALP DOES NOT CONTROL ANY ADVICE PROVIDED BY HALPERS. HALP DOES NOT ENDORSE SPECIFIC UNIVERSITIES AND DOES NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO ANY STUDENT’S DECISIONS OR ACTIONS WITH RESPECT TO UNIVERSITIES, INCLUDING SELECTION, ATTENDANCE OR WITHDRAWAL. IN NO EVENT SHALL HALP, ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, SERVICES, OR ANY CONTENT, EVEN IF HALP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF ANY CONTENT, INCLUDING USER CONTENT.

X. INDEMNITY

You agree to indemnify and hold harmless Halp, its affiliates and its and their respective officers, directors, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from (1) your (or anyone acting under your password or username) use of this Website or services, (2) any alleged violation by you of these Terms or (3) any actual or alleged infringement of third party intellectual property or other proprietary rights in connection with the User Content.

XI. PRIVACY

Please click here to review our current Privacy Policy https://www.halp.co/privacy, which contains information about the manner in which we collect, use, disclose or otherwise manage personal information.

XII. CHANGES AND TERMINATION

Except where prohibited by applicable law (which may include Students in the Province of Quebec), Halp reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) and its services with or without notice. Further, Halp reserves the right to change these Terms at any time and to notify you by posting an updated version of the Terms on this Website. You are responsible for regularly reviewing the Terms, including, without limitation, by checking the date of “Last Updated” at the top of this document. Continued use of the Website or services after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website and services constituting consideration from Halp to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Terms (2) any policy or practice of ours in operating the Website or providing our services or (3) any Content available through the Website, is to stop purchasing the services or visiting and using the Website.

XIII. TRADEMARKS

“Halp” is a trademark of Halp Technologies Corporation. Other marks, graphics, typefaces, trademarks and logos appearing on the Website are trademarks or trade dress of Halp. All other trademarks appearing on the Website are property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express prior written consent.

XIV. APPLICABLE LAWS

Except as otherwise provided herein and subject to applicable law (which may include Students in the Province of Quebec), these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.

If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these Terms and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

XV. NOTICE

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms, by posting notices or links to such notices on the Website itself.

XVI. ENTIRE AGREEMENT

These Terms, along with our Privacy Policy, any other legal notices or statements posted on the Website, constitutes the entire agreement between you and Halp and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except by Halp as set forth above.

XVII. CONTACT

If you have any questions or comments regarding these Terms, please contact us at [email protected].