Terms of Service
Please read these Terms carefully because they are a binding agreement between You (“Customer” or “Client”) and Busibud, Inc. (“Helplama” or “We”).
Please note that we offer many services. Your use of Helplama’s products or services are pursuant to the current agreement.
WHEREAS Helplama specializes in delivering customer support including email support, phone support, live chat support and other forms of customer service (“Services”) and wishes to deploy the same for the Client.
WHEREAS the Client acknowledges that successful deployment of the Services pursuant to this Agreement shall require Client’s full and mutual good faith cooperation.
WHEREAS the Client acknowledges that its involvement, when required by Helplama is critical to fulfillment of Services as outlined in this Agreement.
NOW THEREFORE this Agreement witnessed that in consideration of the premises and other good and valuable consideration, the Parties hereto agree as follows:
In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:
1.1 “Agreement” shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments, agreed to by the Parties.
1.2 “Affiliated Companies” shall mean any corporation, subsidiary or parent of either Party, now or in future or other business enterprise, which directly or indirectly controls, is controlled by, or is under common control by a Party.
1.3 “Associated Staff” shall mean any officer, director, employee, agent, or student of a Party, and any other person involved in the execution of this Agreement.
1.4 “Documentation” shall mean all documents, regardless of form, relating to the services being provided.
1.5 “Force Majeure” means in relation to either Party, circumstance beyond the control of the Parties, such as a war, strike, riot, crime, or an event described by the legal term act of God (such as flooding, earthquake or volcanic eruption), that prevents one or both Parties from fulfilling their obligations under the Agreement.
1.6 “Intellectual Property Rights” shall mean any and all rights, title and interest in and to any and all ideas, discoveries, inventions, creations, works and know-how including, without limitation, patents, trademarks, service marks, designs, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in any country belonging to either Party.
1.7 “Material” shall mean any and all information and materials, relating to a Party’s business, business processes and methods of doing business, given to the other Party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, and includes, without limitation, all confidential and proprietary information which is at any time so designated a Party by the other Party, either in writing or orally.
- SCOPE OF WORK
2.1 Helplama will provide email and/or live chat and/or phone support services and/or other customer support services for the Client.
2.2 Each Party agrees to use its best efforts to assign personnel with proper skill level and type of experience, to ensure that the Services will be completed in a timely and successful manner.
2.3 Each Party will, on a regular basis, keep the other Party appraised of the work in progress under the terms of this Agreement.
- SERVICES AND SUPPORT
3.1 Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide Customer the Services in accordance with the Scope of Work. The Client agrees that performance of Services by Helplama will require its full co-operation, as and when requested.
3.2 The Client shall be responsible for providing any equipment or ancillary services needed to connect to, access or otherwise use for providing the Services, including, without limitation, software, payment processing services, documentation and the like.
3.3 The Client understands that any modifications to the service, which by way of example and without limitation, might include service channels, processes, schedule, software and other factors, will require a 4 week notice.
- CONFIDENTIALITY AND PROPRIETARY RIGHTS
4.1 The Parties understand that during the course of this Agreement and even after termination, Helplama and Client may disclose intellectual or proprietary material including business techniques, technical or financial information relating to the Services (hereinafter referred to as “Proprietary Information of the Parties”) to each other. Proprietary Information of Parties includes non-public information regarding features, functionality and performance of the Service. It also includes all Intellectual Property Rights as defined in clause 1.6 of this Agreement, Materials defined in clause 1.7, customer lists, databases and details. The Parties agree: (i) to take reasonable precautions to protect such Proprietary Information of each other, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Parties understand that the foregoing shall not apply with respect to any information if the information is required to be disclosed by law.
- OWNERSHIP OF DATA
5.1 The Client shall be provided right, title and interest in and to the customer data gathered after the completions of the Services, as well as any data that is based on or derived from Services being provided.
5.2 Helplama, on the other hand, shall own and retain all right, title and interest in and to (a) the Services and related methods, all improvements, enhancements or modifications thereto, (b) any data, software, techniques, applications, inventions or other technology developed in connection with implementation Services, and (c) all Intellectual Property Rights related to any of the foregoing.
- PAYMENT AND CREDIT TERMS
6.1 Helplama will charge for its customer support services based on a model mutually agreed between the Client and Helplama.
6.2 The Payment Schedule shall commence before the Services begin and the Client will be required to pay in advance for the services offered.
- WARRANTY AND DISCLAIMER
7.1 Service Level Terms: the Services shall be available 99.9% (percentage ninety nine decimal nine), measured monthly, excluding scheduled maintenance hours. Any downtime or interruption resulting from outages of third party connections or utilities or other reasons beyond Helplama’s control will be excluded from calculation.
7.2 Considering the above, Helplama does not warrant and cannot guarantee that the Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services, except as expressly set forth in this Agreement.
8.1 The Client agrees to hold Helplama free and harmless from any and all claims, damages, and expenses of any kind or nature whatsoever; (a) in case of events outside of Helplama’s control; (b) arising from acts of the Customer; (c) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or/and (d) arising from acts of third parties in relation to Services sold to the Client under this Agreement.
8.2 Client hereby agrees to indemnify and hold harmless, Helplama against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Helplama has no obligation to monitor Customer’s use of the Services, Helplama may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.
- LIMITATION OF LIABILITY
Helplama, Partner Companies, Affiliated Companies or / and Associated Staff shall not be responsible or liable for any subject matter of this Agreement or terms and conditions related thereto relating to bodily injury of a person, negligence, failure to perform Services, error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of Services or Software, any indirect, exemplary, incidental, special or consequential damages, or for any matter beyond Helplama’s reasonable control, whether or not Helplama has been advised of such possibility or not.
- FORCE MAJEURE
In the event of a Force Majeure event, Helplama shall not be liable for any loss or damage caused to the Client or the Services. For purpose of this clause, Force Majeure, in addition to its definition at clause 1.5, shall also include fire, disruption of Services, loss caused to a third party in connection with the Services being rendered or theft at the premises of the Client.
12.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all amendments must be in a writing signed by both Parties, except as otherwise provided by law.
- RELATIONSHIP OF PARTIES
12.1 The Parties are independent of each other. Helplama shall not be responsible for any obligation, whether mentioned in this Agreement or otherwise for the Client’s dealing with third parties.
12.2 Nothing in this Agreement shall be deemed to create any partnership or joint venture relationship between the Parties.
12.3 Nothing contained in this Agreement shall be construed to make the Parties agents of each other for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party.
13 Non-Circumvention/ Non-Solicitation
13.1 Non–Solicitation and Non–Circumvention. To the extent practical and permitted by law, each party agrees that, for so long as Helplama is performing its duties on behalf of the Customer hereunder, and for a period of the shorter of (i) the maximum period allowed under applicable law or (ii) two (2) years thereafter, it will not, directly or indirectly, solicit for employment or hire, in any capacity, any employee, representative, Personnel or agent of the other party or any of its affiliates. Both parties agree not to take or allow to be taken any action during the term of this Agreement that has the effect of circumventing the terms of this Agreement, it being the intent of the parties that each abide by both the letter and the spirit of the terms of this Agreement.
13.2 Communications. To the extent practical and permitted by law, each party hereby covenants and agrees that from the date of this Agreement until two (2) years after this Agreement is terminated, it shall not communicate with the other party’s clients, employees, independent contractors, agents, directly or indirectly, except through an email or channel specifically set up by the other party and accessible to both, Helplama and the Customer.
- TERM DISSOLUTION AND TERMINATION
14.1 Either party may terminate the Services with a 2 week written notice.
14.2 Upon termination of this Agreement all further rights and obligations of the Parties shall cease, except that the Client shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the date of termination.
14.3 Additionally, within 30 (thirty) days from the date of termination, Helplama shall be required to return all data (in .csv file) belonging to the Client.
15.1 In case of a dispute, the arbitration will be administered by the American Arbitration Association (“AAA”) 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. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
15.2 A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
15.3 The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. 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.