Terms of service.


Date of Last Revision: June 21, 2023

Acceptance of These Terms of Service

Shelpful, Inc. (“Shelpful”, “we”, “us”, or “our”) provides our services (described below) and related content to you through our website(s) located at shelpful.com and related technologies (collectively, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including the Privacy Policy. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. 

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.


Please read these Terms of Service carefully as they contain, among other things, an agreement that you and Shelpful will arbitrate certain claims instead of going to court and that you will not bring class-action claims against Shelpful.  You acknowledge that you will only create an account or otherwise use the Services if you agree to be legally bound by all terms and conditions herein.

Your Privacy: At Shelpful, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://shelpful.com/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.  

Access and Use of the Service

Service Description:  We provide message-based accountability and habit-building services Some services may include messaging with real people (a “Shelper”) who can assist with motivating, nudging and supporting members with their tasks and goals. Shelpers are not Shelpful employees, but real people that we engage as contractors to help you with meeting your accountability goals. While we do our best to ensure we are matching you with a qualified Shelper, we understand that the Shelper that you have been paired with may not be the best fit for you. If you have concerns with your Shelper or would like to request a new Shelper, please contact us at hi@shelpful.com. Other services may include the ability to message with AI-powered chat tools that can assist with members with their accountability and habit-building goals. 


No Medical or Professional Advice:  No information, content or materials within the Services (including that provided by your Shelper or any other user) is intended to be a substitute for professional or medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you may have and never disregard professional or medical advice or delay in seeking it because of something you have read through the Service.  If you think you are experiencing any medical condition you should seek immediate medical attention from a physician or other qualified health care provider.

Your Registration Obligations: You may be required to register with Shelpful or provide information about yourself (e.g., name, phone number, and/or email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. 

Age Requirement.  You must be at least 18 years of age to use the Service.  If you are under 18 years of age, you are not authorized to use the Service, with or without registering.  

Modifications to Service: Shelpful reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Shelpful will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Fees and Payment

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Shelpful that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Shelpful or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Shelpful the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service.  If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Shelpful (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.  If you dispute any charges you must let Shelpful know within sixty (60) days after the date that Shelpful charges you, or within such longer period of time as may be required under applicable law.  We reserve the right to change our prices. If Shelpful does change prices, Shelpful will provide notice of the change through the Service user interface, a chat message, SMS, a pop-up notice, email, or through other reasonable means, at Shelpful’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Shelpful’s net income.

Payment Processing: Notwithstanding any amounts owed to Shelpful hereunder, SHELPFUL DOES NOT DIRECTLY PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service, we use Stripe (the, “Payment Processor”). These payment processing services may be subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Shelpful assumes no liability or responsibility for any payments you make through the Service.

Refunds and Cancellations: Except as otherwise outlined in our refund policy available at www.shelpful.com/happiness-guaranteed, payments made by you hereunder are final and non-refundable, unless otherwise determined by Shelpful. You may cancel your subscription online by visiting www.shelpful.com/billing.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Shelpful, including by sending a message, uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”).  The following are examples of the kinds of content and/or uses that are illegal or prohibited by Shelpful. Shelpful reserves the right to investigate and take appropriate legal action against anyone who, in Shelpful’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

  • distribute any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Shelpful, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Shelpful or its users to any harm or liability of any type;

  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; 

  • violate any applicable local, state, national, or international law, or any regulations having the force of law; 

  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • solicit personal information from anyone under the age of 18;

  • harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

  • obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; or

  • engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Shelpful from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

No Commercial Use: The Service is for your personal use only.  Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Shelpful, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. 

Trademarks: The Shelpful name and logos are trademarks and service marks of Shelpful (collectively the “Shelpful Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Shelpful. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Shelpful Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Shelpful Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Shelpful be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Shelpful does not pre-screen content, but that Shelpful and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Shelpful and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Shelpful, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. 


User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Shelpful and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to access and use your User Content solely in connection with the operation of the Service. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.  We will not share any communications sent by you through the Service to any third party without your prior consent, except we may provide access to service providers acting on behalf as necessary to operate our services or disclose information as needed for compliance, fraud prevention and safety purposes.


You hereby authorize Shelpful and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

You acknowledge and agree that Shelpful may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Shelpful, its users, or the public. 


Third-Party Services and Websites 


The Service may provide links, recommendations or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”).  For example, our Site and Shelpers may provide links to third party websites and resources to assist with your accountability and habit-building goals.  Your access and use of the Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. Shelpful has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Shelpful, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Shelpful will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification


You agree to defend, indemnify, and hold harmless Shelpful, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Shelpful Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Shelpful Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Shelpful Party. Shelpful will provide notice to you of any such claim, suit, or proceeding. Shelpful reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Shelpful’s defense of such matter. You may not settle or compromise any claim against the Shelpful Parties without Shelpful’s written consent. 


Disclaimer of Warranties


AI Content Generation.  Please note that certain content made available through the Service may have been generated using advanced Artificial Intelligence (AI) technologies.  We will provide you with reasonable notice that you are interacting with AI, as opposed to a real individual.  While we have made commercially reasonable efforts designed to ensure that the AI provides accurate and meaningful content, the AI operates independently based on your input and interaction with our Service, and in certain instances there may not have been direct human oversight during the content generation process.  Therefore, we cannot guarantee the validity, accuracy, reliability, completeness, or usefulness of any of the content generated. The information provided should not be solely relied upon for decisions that may affect you.  Additionally, the content generated by the AI does not reflect the opinions, views, or beliefs of Shelpful. 


YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SHELPFUL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.


THE SHELPFUL PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.


Limitation of Liability


YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SHELPFUL PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SHELPFUL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE SHELPFUL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SHELPFUL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 


SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. 


IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.


Dispute Resolution By Binding Arbitration


PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.


  1. Agreement to Arbitrate


This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Shelpful, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Shelpful are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.


  1. Prohibition of Class and Representative Actions and Non-Individualized Relief


YOU AND SHELPFUL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SHELPFUL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 


  1. Pre-Arbitration Dispute Resolution


Shelpful is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing user support at hi@shelpful.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Shelpful should be sent to Shelpful, Inc. 3439 SE Hawthorne Blvd #1028 Portland, OR 97214, Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Shelpful and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Shelpful may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Shelpful or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Shelpful is entitled.


  1. Arbitration Procedures


Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.


Unless Shelpful and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Shelpful agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.


  1. Costs of Arbitration


Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Shelpful will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Shelpful will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Shelpful will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.


  1. Confidentiality


All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.


  1. Severability


If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.


  1. Future Changes to Arbitration Agreement


Notwithstanding any provision in these Terms of Service to the contrary, Shelpful agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Shelpful written notice within thirty (30) calendar days of the change to the 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 Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).



Termination


You agree that Shelpful, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Shelpful believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Shelpful may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Shelpful may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Shelpful will not be liable to you or any third party for any termination of your access to the Service.


User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Shelpful will have no liability or responsibility with respect thereto. Shelpful reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Shelpful governing your access and use of the Service, and supersede any prior agreements between you and Shelpful with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Oregon  without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Shelpful submit to the personal and exclusive jurisdiction of the state and federal courts located within Portland, Oregon. The failure of Shelpful to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Shelpful, but Shelpful may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Shelpful will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Shelpful’s reasonable control.

Questions? Concerns? Suggestions?

 
Please contact us at hi@shelpful.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.


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