The Urban Helper Inc.
Terms of Service
Last Updated: January 23rd, 2019
These Terms of Service (“User Terms”) is a legally binding Agreement between the User (“User,” “you,” “your,” or “Us”) and The Urban Helper Inc. (“Urban Helper,” “Company,” “we,” “our,” “us”). This Agreement governs the use of the Urban Helper Platform (as defined below), the Company’s website i.e., www.urbanhelper.com (“Site”) or any mobile application developed by the Company.
The platform services provided by Company and the Site are hereinafter collectively referred to as the “Platform.”
PLEASE NOTE THAT THESE USER TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES. YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THE USER TERMS (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 24) AND ACCEPT ALL OF ITS USER TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE USER TERMS, YOU MAY NOT USE OR ACCESS THE PLATFORM.
If you are unsure as to the User Terms, please do not proceed further and contact us at email@example.com.
“Collective Content” means User Content and Urban Helper Content together.
"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
“Beta Test” is a preliminary test run of the Urban Helper Platform.
“Tasks” are the services provided by the U-Helpers to the U-Helper Clients.
“U-Brix” are “time dollars” that a User can choose to earn and spend in place of money on the Urban Helper Site. When a U-Helper works for one hour, he/she receives 1 U-Brix from the U-Helper Client.
“U-Helpers” are Users who provide service providers to U-Helper Clients in exchange of dollars, U-Brix or both.
“U-Helper Clients” are Users who request services from U-Helpers by making use of the Platform. U-Helper Clients are Users who only receive services from other U-Helpers.
“Urban Helper Content” means all Content the Company makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.
“Users” are individuals and/or businesses seeking to obtain, perform, and/or exchange task services for other Users. A User can be U-Helper, that provides services, or a U-Helper Client, or both. The U-Helper and U-Helper Clients are hereinafter, collectively referred to as the Users.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, and payments made through the Platform, but excluding Urban Helper Content.
Access to our Site & the Platform is restricted and available only for use in the United States (the “Registered Territory”). Do not create an account on our Site if you reside outside the Registered Territory.
2. CONNECTING USERS
The Platform is a web-based communications platform that connects service providers i.e., U-Helpers with U-Helper Clients, the service recipients. If one User agrees on the terms of a Task with another User, you and such other User can form a Service Agreement directly between the two of you as set forth in more detail in Section 9 below.
COMPANY DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. COMPANY DOES NOT SUPERVISE, DIRECT OR CONTROL A USER’S WORK OR THE TASKS IN ANY MANNER, WHICH USER HEREBY ACKNOWLEDGES.
The Platform’s sole function is to enable communication between Users for the fulfillment of Tasks. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Tasks or Users, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Tasks requested and services provided by Users identified through the Platform whether in public, private, or offline interactions.
3. ELIGIBILITY, ACCOUNT DETAILS, SECURITY AND MOBILE PHONE USE
By requesting to use, registering to use and/or using the Site, you represent and warrant that: (1)you are an individual at least 18 years of age; (2) you have the legal right to work in the United States; and (3) you have never been convicted of, or is/are currently pending trial for, any felony or misdemeanor, any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others, and have/has not been and are/is not currently required to register as a sex offender with any government entity.
User must register with the Company and create an account to use the Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, or you suspect any other breach of security, you will notify the Company immediately.
By providing your mobile phone number and using the Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Platform. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply.
4. USER CONTENT
User is solely responsible for all User Content; the Company merely acts as a passive conduit for your online distribution and publication of the User Content. You hereby represent and warrant to the Company that the User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not be fraudulent or involve the sale of counterfeit or stolen items; (iii) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (iv) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (v) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (vi) will not be obscene or contain child pornography or be harmful to minors; (vii) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (viii) will not create liability for the Company or cause the Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Platform hosts, User Content relating to reviews and ratings of specific Users (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each User should undertake their own research to be satisfied that a specific User is the right person for a Task. You agree that Company is not liable for any Feedback or other User Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so, please refer to our Review Policy for details.
You hereby grant to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in the User Content, in any media now known or not currently known in order to perform and improve upon the Platform.
5. YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with the User Terms, the Company grants you a limited, non-exclusive, revocable, nontransferable, and non-sub licensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these User Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Urban Helper or its licensors, except for the licenses and rights expressly granted in these User Terms.
6. BACKGROUND CHECKS
THE COMPANY RESERVES THE RIGHT TO CONDUCT PERIODIC BACKGROUND CHECKS ON THE USERS. THE COMPANY SHALL CONDUCT USER BACKGROUND CHECKS AS PER ITS BACKGROUND CHECK POLICY.
The Company hereby reserves the right to conduct background checks on its Users at any point after their registration on the Site. A User may register with the Site, provided that he or she submits certain information necessary to conduct a background check at any time, including but not limited to a verification of identity and a comprehensive criminal background check, at the Country, State and local level, using third party services as appropriate. Users hereby expressly authorizes the Company to conduct background checks as often as required in order to comply with federal and state laws, including, without limitation, the Fair Credit Reporting Act. The Company reserves the right to withhold your registration till the time that the background check is completed. If a U-Helper fails the background check, then Company reserves the right to reject the User and delete his/her account.
Although Company may perform background checks of Users, as outlined above, Company cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Platform. It is recommended that each User verify the identity of any User with which they engage in services.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when you interact with other persons whom you don’t know.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROFESSIONALS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES PROVIDED BY OTHER USERS.
A User who fails the background check will have the opportunity to dispute the check. During the ongoing dispute period, we will temporarily suspend the Users account. If the User fails to resolve the dispute in his/her favor, we will have his/her account terminated immediately and any accumulated U-Brix by will be forfeited. Please review our Background Check Policy in detail to understand your rights and responsibilities.
7. USER’S RELATIONSHIP WITH THE COMPANY
The Users are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The User has no power or authority to bind the Company to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of the Company.
THE COMPANY DOES NOT EXERCISE ANY CONTROL OVER THE U-HELPERS. EACH U-HELPER IS AN INDEPENDENT CONTRACTOR AND SHOULD NOT BE CONSTRUED AS AN EMPLOYEE OR REPRESENTATIVE OF THE COMPANY.
You agree to indemnify, hold harmless and defend the Company from any and all claims that a User was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a User was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a User, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
8.SERVICE AGREEMENT BETWEEN USERS
The User hereby acknowledges and agrees that a contract (the “Service Agreement”) is formed when a User agrees to the terms of a Task with another User. The terms of the Service Agreement include the terms set forth in this Section 9, the engagement terms proposed and accepted on the Platform, and any other contractual terms mutually accepted by the Users to the extent such terms do not conflict with the terms in this Section 9 and do not expand Company’s obligations or restrict Company’s rights under this Agreement.
User acknowledges and agrees that the Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the User.
Before any Task is performed by any assistants, helpers, subcontractors or other personnel engaged by a User, the User shall require any such individuals to become a registered Users on the Platform and independently ensure compliance to all the terms of the Agreement. The User assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the User and all persons engaged by the User in the performance of the Task.
Users may compensate each other for their services in several different ways, as described in more detail in Section 11 below. Each party agrees to comply with the Community Rules during the engagement, performance and completion of a Task.
9. PAYMENT TERMS
Urban Helper Fees
In connection with the use of the Urban Helper Platform, Urban Helper charges certain fees (“Urban Helper Fees”). U-Helpers are charged a fee when they spend their U-Brix (defined above). The details regarding the U-Helper Fees is available under the Company’s Pricing Terms available under the FAQ.
10. Payment Methods
The Urban Helper offers its Users two different methods of payment for the Tasks performed under the applicable Service Agreement. The User can either pay in USD for the Tasks performed or pay in time units i.e., using U-Brix (defined above).
A User who performs services utilizing a U-Brix will be credited 1 U-Brix per hour of work performed. Actual hours worked will be rounded up to the nearest ¼ of an hour; the smallest earnable U-Brix is ¼ which is equivalent to 15 mins or less of work. Users who have earned U-Brix will then be able to spend their saved-up U-Brix to compensate other Users for Tasks. U-Brix have no cash value and cannot be exchanged for U.S. Dollars. For further details on the Company’s pricing please review the Pricing Terms.
11. Payment for Tasks
Users of the Platform typically contract for the completion of specific Tasks directly with other Users. Users who perform tasks for other Users are called U-Helpers. Company will not be a party to any Service Agreement for any of the Tasks. Payment for the Tasks is directly made between Users. The Company is under no obligation to pay U-Helpers for U-Helper Client’s failure to pay for the Tasks.
Users will be responsible for verifying and confirming the invoice for each Task (the “Task Invoice”), which will include (i) the compensation terms of the Tasks agreed with and provided by the Users (“Task Compensation”), (ii) any out of pocket expenses agreed with and submitted by a User in connection with a Task, (iii) any tip or gratuity, if applicable, and (iv) any fees Company may assess for use of the Platform.
All Users will be required to provide credit card and/or bank account details to the Company as may be requested, during the registration process or otherwise.
Once a User receives confirmation through the Platform or via email that a Task has been completed by a U-Helper, the User must confirm that the Task was actually completed within 24 hours otherwise the User automatically authorizes the Company to process the agreed upon compensation exchange between the Users and to update their accounts accordingly. Please review the Pricing Terms for further details.
12. Referral & Other Benefits
Users will be may be rewarded or receive referral benefits from the Company. Please review our Referral Program for further details in this regard.
13. DISPUTES BETWEEN USERS
Urban Helper values all its Users and understands that occasionally disputes can arise between or among them. Therefore, in the event that a dispute arises between he Users, the Users party to the dispute agree to notify Company prior to negotiation of or filing of any claims.
Company reserves the right, in its sole discretion (but not the obligation), upon request from any User or upon notice of any potential fraud, unauthorized charges or other misuse of the Platform, to (i) place on hold any compensation amount and out of pocket expenses, or (ii) refund, provide credits or arrange for a third party to do so.
Notwithstanding the foregoing, User acknowledges and agrees that the Company is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.
The Platform is only a venue for connecting Users. Company does not anticipate being involved in any Service Agreement. Users will be solely responsible for their obligations under an applicable Service Agreement. Since, the Company will not be involved in any of the Service Agreements, User hereby releases the Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS PLATFORM.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email or comparable means within a reasonable time period. We will also post the modified version on this page. Your continued use of the Site and the Platform shall constitute your consent to such changes
Company may change, modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability. Company may also impose limits on certain features or restrict your access to parts or all of the Platform without notice or liability.
15. ACCEPTABLE USE & PROHIBITIONS
The Platform may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the Platform, you may not share your personal contact information with other Users.
You understand that all submissions made by you to the Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in the Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in the Public Areas.
Without limitation, while using the Platform, you may not:
Termination by Company
If Company terminates or suspends your right to use the Platform, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you. Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion. Company has the right to restrict anyone from completing registration as a User if Company believes such person may threaten the safety and integrity of the Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.
Termination by User
A User may terminate this Agreement at any time by ceasing all use of the Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Consequences of Termination
If this Agreement is terminated it shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of this Agreement all sums payable to the Company under these terms shall become due immediately on its termination.
Section 4, 6, 17 – 25 and 27 shall survive the termination of this Agreement.
17. INTELLECTUAL PROPERTY RIGHTS
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by Company, excluding User Content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Content.
The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
18. THIRD PARTY WEBSITES
The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the Platform to such websites (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
19. COPYRIGHT INFRINGEMENT/DMCA NOTICE
Company respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information, in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) to our designated Copyright Agent.
User can either email the DMCA Takedown Notice to the designated Copyright Agent at copyright@UrbanHelper.com or send a registered mail to the below mentioned address:
The Designated Copyright Agent
The Urban Helper Inc.
1557 Silverwood Terrace,
User hereby acknowledges that for the Company to be authorized to take down any content, the User DMCA Takedown Notice must comply with all the requirements of this Section 19. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
Further, it is the Company’s policy to terminate the accounts of repeat infringers.
20. CONFIDENTIAL INFORMATION
In the event that any information is disclosed to you through your access to the Platform, related in any way to the Company and Company’s business and its customers which we deem to be confidential and proprietary, you agree to promptly notify the Company about such disclosure and hold such information in the strictest of confidence.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services ("Submissions"), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
21. DISCLAIMER OF WARRANTIES
USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. USER UNDERSTANDS AND AGREES THAT THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY TASK OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
EACH USER IS SOLELY AND INDEPENDENTLY RESPONSIBLE FOR DETERMINING THE TASK AND SELECTING THE U-HELPER TO PERFORM THE TASK AND COMPANY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A USER USING THE PLATFORM AND THE COMPANY DOES NOT RECOMMEND ANY PARTICULAR USER. COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY USER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
22. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID THE COMPANY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN ACCESSING THE SERVICES AND THE WEBSITE. YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE WEBSITE, OR THE SERVICES (II) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM THE USE OF THE WEBSITE OR THE SERVICES, (III) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT THE COMPANY IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE TERMS, (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
User hereby agrees to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (Company Indemnified Parties) from and against any and all claim, loss, expense or demand of liability, including but not limited to attorneys' fees and costs incurred, in connection with (i) a breach of this Agreement; (ii) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (iii) incorrect information provided by you in your account or elsewhere ; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
24. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The User and Company agree that each party will notify the other party in writing of any arbitrable or small dispute, controversy or claim related to this Agreement (“Dispute”), within thirty (30) days of the sate it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company’s address for such notices is The Urban Helper Inc., 1557 Silverwood Terrace, Los Angeles, CA 90026, Attention: Legal.
If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this Section 24, commence an arbitration proceeding.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company agree (a) to waive your and the Company respective rights to have any and all Disputes arising from or related to this Agreement, use of our Services and Platform, resolved in a court, and (b) to waive your and the Company’s respective rights to a jury trial. Instead, you and the Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions
You and the Company agree that any Dispute arising out of or related to these User Terms or the Site, is personal to you and the Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and the Company agree that there will be no class arbitration or arbitration in which some individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and the Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act
You and the Company agree that these User Terms affect interstate commerce and that the enforceability of this Section 24 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND THE COMPANY AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR THE COMPANY WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND THE COMPANY WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and the Company agree that (a) any arbitration will occur in San Francisco, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of Illinois, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator
As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of request for admissions, and one set of request for production of documents.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Rules of AAA
The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section 24 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 24 will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of these User Terms and will remain valid and enforceable, except as prohibited by applicable law.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Company in writing within 30 days of the date you first registered for the Platform or 30 days from the date this Agreement was last updated. To opt out, you must send a written notification to Company at The Urban Helper Inc. at 1557 Silverwood Terrace, Los Angeles, CA 90026, Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
25. GOVERNING LAW
This Agreement shall be governed by the law of the State of California, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 24.
26. SPECIAL PROMOTIONS
Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified or removed at any time by Company without advance notification and the liability of any of Company’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to Section 26 of these Terms of Service, including but not limited to Section 26 of 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 or related to use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Except as explicitly stated otherwise, any notices to the Company shall be given by certified mail, postage prepaid and return receipt requested to The Urban Helper Inc., at 1557 Silverwood Terrace, Los Angeles, CA 90026. Any notices to you shall be provided to you through our Site or given to you via the email address or physical address you provide to the Company during the registration process.