HelpMeSee eBook & Digital Content Services

TERMS OF SERVICE AND END USER LICENSE AGREEMENT

(as of 8 February 2023)

 

These Terms of Service and End User License Agreement (together, this "Agreement") set forth the agreement by and between Help Me See, Inc., its subsidiaries and affiliates, (collectively, "HelpMeSee," "we," "us," or "our") and you ("User") apply to the use of any  HelpMeSee Services , including all HelpMeSee Digital Content, related content and materials (together, the "HelpMeSee DigitalServices").

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF ANY HELPMESEE DIGITAL CONTENT SERVICES. BY USING HELPMESEE SERVICES, YOU ARE ACKNOWLEDGING  THAT YOU HAVE READ, UNDERSTOOD, AND AGREED WITHOUT LIMITATION, TO BE BOUND BY THIS AGREEMENT AND OUR PRIVACY POLICY (https://helpmesee.org/privacy-data-security-policies/)

For purposes of this Agreement:

"HelpMeSee Digital Content" means any digitalized electronic content,  software applications and web-based products made available exclusively by HelpMeSee through our various homegrown and third party apps and web-based services, including but not limited to "eBooks"  which allow you to use or access any "HelpMeSee Services."

"HelpMeSee Services" means all services, including but not limited to software applications and web-based products which support the distribution and licensing of all HelpMeSee Digital Content.

"HelpMeSee eBooks" are digitalized books which are provided to you as part of your HelpMeSee training pursuant to this Agreement and all other HelpMeSee terms and conditions.

1. License and Intellectual Property.

(a) License. Subject to your compliance with and the terms and conditions of this Agreement, we grant you a non-exclusive, revocable license to make Personal, Non-Commercial Use of: (i) the User and eLearning Services; (ii) the software loaded onto your User, as may be updated, modified, added to or upgraded from time to time (the "Software"); and (iii) any printed or electronic documentation for such Software (the "Documentation"), all solely for the purposes that we intend, as described on the Web Site and in the Documentation.

(b) Third-Party Software. Certain components of the Digital Content Services content offerings may contain third-party software. Any third-party software may be subject to separate licensing terms included with, or contained in the setup installation segments of such third-party software. By using the Digital Content Services, you agree that you have read, understand, and agree to be bound by such

(c ) Intellectual Property Rights. This Agreement permits you to use HelpMeSee Digital Content for your personal, non-commercial use only. You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, sublicense, assign, reverse engineer, decode, store or transmit any of the material provided by HelpMeSee, except as follows:

You must NOT:

If you wish to make use of material on HelpMeSee other than that set out in this section, please address your request to: [email protected].

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of HelpMeSee in breach of the Terms of Use, your right to use HelpMeSee Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to HelpMeSee or any content on HelpMeSee is transferred to you, and all rights not expressly granted are reserved by HelpMeSee. Any use of HelpMeSee not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.


2. Prohibited Conduct.

In your use of your any Digital Content Services, you may not: (i) transfer the Digital Content from one electronic device to another without maintaining the applicable digital rights management solution for that Digital Content; (ii) infringe, violate, or interfere with any patent, trademark, trade secret, copyright, right of publicity or any other right of any party; (iii) violate any law, rule or regulation, including, without limitation, U.S. export control laws; (iv) copy, transfer, sublicense, assign, rent, lease, lend, resell or in any way transfer any rights to all or any portion of the Digital Content to any third party, except in connection with the normal use of the lending feature available through the Service, or as expressly permitted by the Terms of Use or applicable third-party license agreement; (v) broadcast, transmit or distribute the Digital Content in any manner, such as online streaming or making the Digital Content available for download; (vi) interfere with or damage the Digital Content Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (vii) violate any third-party contract or policy governing the Digital Content Services, Software or Digital Content; (viii) open, modify, service or tamper with your User; (ix) engage in any activity that interferes with any third party's ability to use or enjoy the Service; (x) delete, destroy or alter in any manner the proprietary rights notices, markings and legends appearing on your User, or the Digital Content, Software or Digital Content Services; or (xi) assist or encourage any third party in engaging in any activity prohibited by this Agreement.

For purposes of clarification, you may not use, make or distribute unauthorized copies of a HelpMeSee eBooks and other digital content, or transfer it, in whole or in part, except as expressly permitted by this Agreement. Redistribution or duplication of a HelpMeSee digital content to any other electronic media or a third party is strictly prohibited. Multi-use configurations or network distribution of a HelpMeSee digital content is also strictly prohibited. Under no circumstances may you redistribute a HelpMeSee eBooks or digital content commercially or post a HelpMeSee eBooks or digital content, or any partition of a HelpMeSee eBooks or digital content on an Intranet, Internet, or SharePoint site. If you transfer possession of  HelpMeSee eBooks or digital content to a third party, the license is automatically terminated. Such termination will be in addition to any civil or other remedies permitted by law. You agree to protect the HelpMeSee eBooks and digital content from unauthorized use, reproduction, or distribution. You will notify HelpMeSee of any known or suspected unauthorized use. HelpMeSee may include additional terms for use within each HelpMeSee eBook and/or digital content that you purchase or use. Those terms will also apply and shall be read together with these terms.

3. Privacy and Security.

(a) Privacy. You agree that we may use, collect and share your information in accordance with our Privacy Policy. Without limitation, we will collect, use and/or disclose information regarding you and your use of your Digital Content Services in order to: (i) provide the Services to you; (ii) permit you to engage in activities that you initiate through the Services, such as accessing Digital Content; and (iii) analyze, operate, support, maintain and improve your User Services. For our Privacy Policy, please visit https://helpmesee.org/privacy-data-security-policies/.

(b) Security. We employ measures designed to ensure the security of the Digital Content Services, but, as provided below, make no guarantees in this regard.

4. SUPPORT.

WE HAVE NO OBLIGATION TO MAINTAIN OR SUPPORT THE SOFTWARE OR THE DIGITAL CONTENT SERVICES. YOUR ABILITY TO ACCESS CERTAIN DIGITAL CONTENT FROM A GIVEN SOURCE MAY DEPEND ON YOUR OBTAINING AND INSTALLING UPDATED VERSIONS OF THE SOFTWARE. WE AND OUR SUPPLIERS OR LICENSORS MAY, WITHOUT FURTHER NOTICE TO YOU, PERIODICALLY ACCESS YOUR USER ACCOUNT REMOTELY TO UPDATE, MODIFY, ADD TO OR UPGRADE THE SOFTWARE. IN RARE INSTANCES, SUCH UPDATES, MODIFICATIONS, ADDITIONS OR UPGRADES MAY CAUSE DATA LOSS OR OTHER ISSUES. YOU ARE SOLELY RESPONSIBLE FOR REGULARLY BACKING UP THE DATA STORED ON YOUR USER TO PREVENT THIS FROM OCCURRING.

5. Indemnification.

You will defend, indemnify and hold us and our affiliates, and our and their directors, officers, employees, representatives, agents, attorneys, managers, donors, suppliers and licensors (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including, without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties arising from, related to, or connected with your alleged breach of this Agreement. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without our written consent.

You further agree to defend, indemnify and hold harmless HelpMeSee and our directors, officers, employees, representatives, volunteers, attorneys, donors, and agents, subsidiaries, and affiliates, and their respective directors, officers, employees, attorneys and agents from and against all claims and expenses, including attorneys' fees, arising out of or related to any violation of this Agreement by you.

6. Term.

Right to use or access the Digital Content Services shall be limited to the term(s) for which access has been or will be granted to you upon your use or purchase of the Digital Content Services and/or any individual product, material, or content therein. Upon expiration of a license term, you agree to immediately cease using the Digital Content Services and will have no further rights under your registered use.

7. Right to Terminate.

If we have a reasonable basis to believe that you have violated any term or condition of this Agreement or may cause us, our suppliers or licensors, or another user of the Digital Content Services financial loss or legal liability, we may, in our sole discretion, upon notice to you, issue a warning, temporarily suspend, indefinitely suspend or terminate any of your rights to use or access all or any part of the Service. You may terminate your use of the Digital Content Services at any time by ceasing all access to HelpMeSee Digital Content.

Effect of Termination. Following termination or suspension, you will not be permitted to use the Digital Content Services. If your access to the Digital Content Services is terminated or suspended, we reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Digital Content Services, including, but not limited to, technological barriers, IP mapping and our direct contacts with telecommunications companies. This Agreement will survive indefinitely unless and until we choose to terminate it, regardless of whether any account you open is terminated by you or us or if you have the right to access or use the Digital Content Services.

8. Medical Disclaimer

The information and advice contained in or made available through HelpMeSee (including, but not limited to training videos, web pages, library content, videos, Consult Program, live webinars, real-time discussions) is not intended to replace the services of a trained health professional or to be a substitute for medical advice of physicians. The user should consult a physician in all matters relating to his or her health, and particularly in respect to any symptoms that may require diagnosis or medical attention. HelpMeSee makes no representations or warranties with respect to any information offered or provided within or through HelpMeSee regarding treatment, action, or application of medication. Neither HelpMeSee, nor any of its Affiliates will be liable for any direct, indirect, consequential, special, exemplary, or other damages arising therefrom.

9. Reliance on Information Posted

The information presented on or through HelpMeSee Digital Services is made available solely for general information purposes and is designed for use by health care professionals. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to HelpMeSee, or by anyone who may be informed of any of its contents.

10. DISCLAIMERS.

THE USER, THE HELPMESEE EBOOKS, AND THE DIGITAL CONTENT SERVICES, AND ALL OTHER INFORMATION, CONTENT, MATERIALS, PRODUCTS, SOFTWARE AND OTHER SERVICES INCLUDED ON HELPMESEE'S WEBSITES OR OTHERWISE MADE AVAILABLE TO YOU THROUGH HELPMESEE ARE PROVIDED BY HELPMESEE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. HELPMESEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE HELPMESEE EBOOKS, OTHER DIGITAL CONTENT SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, SOFTWARE OR OTHER SERVICES INCLUDED IN THE HELPMESEE EBOOKS OR OTHERWISE MADE AVAILABLE TO YOU THROUGH HELPMESEE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE HELPMESEE EBOOK AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SOFTWARE AND OTHER SERVICES INCLUDED IN THE HELPMESEE EBOOKS OR OTHERWISE MADE AVAILABLE TO YOU THROUGH HELPMESEE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, HELPMESEE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HELPMESEE DOES NOT WARRANT THAT THE USER, THE HELPMESEE EBOOKS AND THE DIGITAL CONTENT SERVICES AND ALL OTHER INFORMATION, CONTENT, MATERIALS, PRODUCTS, SOFTWARE AND OTHER SERVICES INCLUDED ON HELPMESEE'S WEBSITES OR OTHERWISE MADE AVAILABLE TO YOU, OR HELPMESEE'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM HELPMESEE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU ARE RESPONSIBLE TO OBTAIN THE NECESSARY CURRENT OPERATING SYSTEM SOFTWARE TO USE THE DIGITAL CONTENT SERVICES.

HELPMESEE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE USER, THE HELPMESEE EBOOKS AND THE DIGITAL CONTENT SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, SOFTWARE OR OTHER SERVICES MADE AVAILABLE TO YOU THROUGH HELPMSEE'S WEBSITES OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

HELPMESEE DOES NOT OFFER ANY WARRANTIES OR GUARANTEES IN RELATION TO THE USER AND HELPMESEE EBOOK'S INSTALLATION, CONFIGURATION OR ERROR/DEFECT CORRECTION. HELPMESEE IS NOT RESPONSIBLE FOR DAMAGE TO YOUR COMPUTER OR INCOMPATIBILITY OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE USER, ANY HELPMESEE EBOOK, THE DIGITAL CONTENT SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH HELPMESEE. HELPMESEE CANNOT GUARANTEE THAT ANY APPLICATIONS OR FILES THAT YOU DOWNLOAD WILL BE COMPATIBLE WITH YOUR DEVICE, YOUR SOFTWARE CONFIGURATION, OR YOUR INTERNET CONNECTION, AND ARE FREE FROM VIRUSES, CONTAMINATION OR OTHER DESTRUCTIVE FEATURES. WE USE ALL REASONABLE EFFORTS TO CORRECT ANY ERRORS OR OMISSIONS AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO OUR ATTENTION. RISK OF LOSS FOR HELPMESEE EBOOKS TRANSFERS WHEN YOU DOWNLOAD OR ACCESS A HELPMESEE EBOOK OR OTHER DIGITAL CONTENT.

CERTAIN COUNTRY OR STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS

UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Ongoing Involvement and Updates.

You acknowledge that some aspects of the HelpMeSee Digital Content Services, and the administering of this Agreement, requires HelpMeSee's ongoing involvement. HelpMeSee reserves the right to modify, add or remove content, features and functionality of, and to discontinue in part or in whole, the Digital Content Services in its sole discretion.


In the event that HelpMeSee modifies, changes or discontinues any part of the Digital Content Services, in whole or in part, which HelpMeSee may do in its sole discretion, you acknowledge that you may no longer be able to use the Digital Content Services to the same extent as prior to such modification, change or discontinuation, and that HelpMeSee shall have no liability to you in such case.

In order to keep the Digital Content Services up to date, HelpMeSee may offer automatic or manual updates at any time, with or without notice to you.

12. Compatible Devices.

Use of the Digital Content Services may require one or more compatible devices identified in the Digital Content Services or Documentation.

Internet access (fees may apply), and certain software (fees may apply), and hardware may require obtaining updates or upgrades from time to time. Because use of the Digital Content Services involve hardware, software, and Internet access, your ability to use the Digital Content Services may be affected by the performance of these factors. High speed Internet access is strongly recommended for certain Digital Content Services. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

13. Notices.

You hereby consent to receive electronic communications from us, whether addressed to the email address associated with your Digital Content Services accounts or other email address that you provide to us. You acknowledge and agree that any communication via email, message to your device or by postings on the Web Site satisfies any legal requirement that such communications be made in writing.

If you have any general questions or would like to give any notice regarding the Digital Content Services, you may email us at [email protected]. Any notice provided under this Agreement will be effective upon our sending of the notice or our receipt of the notice, as applicable.

14. Choice of Law.

The laws of the State of New York, United States of America, will govern and be used to interpret this Agreement, without giving effect to any principle that would allow for the application of the law of any other State. For purposes of any Claim that is not subject to the arbitration procedures in Section 13 below, we both agree to submit to the nonexclusive personal jurisdiction of the courts located within New York County, New York and waive any objection to the laying of venue of any litigation in said courts.

15. Dispute Resolution.

Any Claim arising from, relating to, or connected with this Agreement will be resolved through binding arbitration conducted by telephone, online or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules (including, without limitation, the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding this Section 13, we may bring a claim for injunctive or other equitable relief in any court of competent jurisdiction as necessary to enforce our intellectual property rights or those of our affiliates, suppliers, or licensors. Any Claim will be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. Each of the parties acknowledges that this Section is a material inducement for the other party to enter into this Agreement. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or in connection with this Agreement must be filed within one (1) calendar year after such claim or cause of action arises, or forever be barred.

YOU AND HELPMESEE BOTH AGREE THAT (A) EACH OF US CAN ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; (B) ARBITRATION CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS, AND 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); AND (C) THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

16. Miscellaneous.

Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof and replaces any and all previous oral or written agreements, understandings and communications of the parties in respect of the subject matter hereof and prevails over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.

Assignment. HelpMeSee may engage the services of subcontractors or agents to assist HelpMeSee in the performance of its obligations related to this Agreement. You may not assign or transfer your rights under this Agreement, and any purported assignment or transfer shall be void.

No Waiver. No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by HelpMeSee. The waiver of any breach of these Term and Conditions shall not be construed as a waiver of any subsequent breach or condition.

Force Majeure. We will not be liable for failing to perform under this Agreement because of any event beyond our reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider or any other third party to perform, fire, an act of terrorism, pandemic (including COVID_19 and its variants), epidemic, natural disaster or war.

Severability. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of this Agreement to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) this Agreement will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of this Agreement (to the fullest extent permitted by law) will continue in full force and effect.

Information for non-residents of the United States. If you reside outside the United States, you acknowledge and agree that personal information collected in connection with your use of the User, the HelpMeSee Services or your purchase or use of any HelpMeSee eBook may be stored and maintained in the United States.

Export Regulations; Government End Users.You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the HelpMeSee eBooks. If you are a U.S. Government end user, we are licensing the HelpMeSee eBooks  and Digital Content Services to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. Paragraph 2.101), and the rights we grant you to the HelpMeSee Digital Content Services are the same as the rights we grant to all others under this Agreement.