Helpanswers.com - Service Agreement

helpanswers.com service agreement

HELPANSWERS.COM ("Helpanswers" or the "Service") is an online information and communications service provided by ACCOUNT MARKŽ, Inc. subject to your compliance with the terms and conditions set forth below including, all Exhibits hereto and the pricing and other information which is available in the registration process and on the Service ("Pricing Information") and incorporated by reference in this Agreement. This Agreement consists of the terms and conditions set forth below, including all Exhibits hereto, and the Pricing Information.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICE. ACCOUNT MARKŽ, INC. OR HELPANSWERS.COM MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

By completing the registration process, you become an authorized user of the Service (a "Member"). With respect to business accounts, "Member", "you" and "your" as used herein shall refer both to the business entity in whose name the account is held and to the designated user identified in the registration process in connection with the account.

1. Software License. By this Agreement, ACCOUNT MARKŽ grants to you a non-assignable and non-exclusive (i) license to use the HELPANSWERS.COM software and documentation, together with all updates, enhancements, modifications, and fixes thereto, which are owned by ACCOUNT MARKŽ and relate to the use and performance of the Service (collectively, the "HELPANSWERS.COM Software"), and (ii) sublicense to use the software and documentation, together with all updates, enhancements, modifications, and fixes thereto, which are provided to HELPANSWERS.COM by any third party and relate to the use and performance of the Service or are otherwise provided by HELPANSWERS.COM to Members in connection with the Service (collectively, the "Third-Party Software"). You agree (a) to use the HELPANSWERS.COM Software and Third-Party Software (collectively, "Software") solely in connection with your use of the Service only, and (b) to use the Software only on personal computer(s) for which you control access to the Software; (c) not to permit any third parties to access the HELPANSWERS.COM Software or the Service; (d) that ACCOUNT MARKŽ retains ownership of all aspects of the HELPANSWERS.COM Software and the Service and any ACCOUNT MARKŽ and HELPANSWERS.COM trademarks, service marks or logos incorporated therein; and (e) that you will comply with all terms and conditions applicable to Third-Party Software sublicensed to you under this Agreement following notice of such terms and conditions. You have no rights to assign or transfer (whether by sublicense or otherwise) any of your rights or interests in this Agreement. The license granted in this Paragraph 1 shall continue in effect until termination of this Agreement.

2. Payment. Member agrees to the following payment terms: Member agrees to pay all fees, connect time charges, minimum charges and other charges incurred by Member or on Member's account at the rates in effect during the billing period in which the charges were incurred, including charges for any purchases made through the Service and any surcharges incurred while using any supplemental services or features for which a surcharge is applicable. Member shall pay all applicable taxes, which will be applied and included in bills issued to Member, relating to use of the Service by Member. All payments shall be made by Member pursuant to the terms of the Pricing Information, including the provisions of the billing option selected by Member. Member authorizes ACCOUNT MARKŽ and HELPANSWERS.COM to charge any amounts payable by Member in connection with Member's use of the Service automatically to the credit card identified by Member in the registration process, subject to the terms and conditions of the agreement between Member and Member's credit card issuer. Member's right to use the Service is subject to any limits established by Member's credit card issuer. ACCOUNT MARKŽ and HELPANSWERS.COM reserve the right to change the amount of any fee or charge for the Service, or any part thereof, and to institute new fees or charges, effective upon prior notice to Member.

3. Equipment. Member must provide, at Member's own cost, all telephone and other equipment and services (including, where necessary, telephone service) necessary to access the Service.

4. Operating Policies. Member agrees to comply with the Operating Policies which are the rules that govern Member activity in connection with the Service as they may be amended by ACCOUNT MARKŽ or HELPANSWERS.COM from time to time. ACCOUNT MARKŽ or HELPANSWERS.COM may remove any communications and materials that ACCOUNT MARKŽ or HELPANSWERS.COM believes in its sole discretion violate the Operating Policies. Violations of the Operating Policies or other provisions of this Agreement may also result in termination or suspension of the Service.

5. Copyright, Licenses and Idea Submissions. The entire contents of the Service are copyrighted as a collective work under the United States copyright laws. The owner of the copyright in the collective work is ACCOUNT MARKŽ and is licensed as HELPANSWERS.COM. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use. You may make: (a) one machine readable copy, b) one backup copy, and (c) one print copy of any portions of material downloaded from the different areas of the Service solely for your non-commercial use. Any other copying, redistribution, retransmission or publication of any downloaded material, is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Service. You agree to grant to ACCOUNT MARKŽ and HELPANSWERS.COM a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to the Service by all means and in any media now known or hereafter developed. You also grant to ACCOUNT MARKŽ and HELPANSWERS.COM the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against ACCOUNT MARKŽ and/or HELPANSWERS.COM for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

6. Use of the Service. You understand that, except for information, products or services clearly identified as being supplied by ACCOUNT MARKŽ and HELPANSWERS.COM, ACCOUNT MARKŽ and HELPANSWERS.COM do not operate, control or endorse any information, products or services on the Internet in any way. Except for HELPANSWERS.COM-identified information, products or services, all information, products and services offered through the Service or on the Internet generally are offered by third parties that are not affiliated with ACCOUNT MARKŽ or HELPANSWERS.COM. You also understand that ACCOUNT MARKŽ and HELPANSWERS.COM cannot and do not guarantee or warrant that files available for downloading through the Service will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Each Member is responsible for implementing sufficient procedures and checkpoints to satisfy his or her particular requirements for accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND THE INTERNET. ACCOUNT MARKŽ AND HELPANSWERS.COM DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, THE SOFTWARE, ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND ACCOUNT MARKŽ AND HELPANSWERS.COM SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. ACCOUNT MARKŽ AND HELPANSWERS.COM DO NOT WARRANT THAT THE FUNCTIONS OR SERVICES PERFORMED BY THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED. THE SERVICE AND THE SOFTWARE ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS.

ACCOUNT MARKŽ AND HELPANSWERS.COM HAVE NO CONTROL OVER THE CONTENT OF THE INTERNET AND ACCEPT NO RESPONSIBILITY WHATSOEVER FOR SUCH CONTENT.

IN NO EVENT WILL ACCOUNT MARKŽ OR HELPANSWERS.COM BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, THE SOFTWARE, THE MEDIA ON WHICH THE SOFTWARE IS RECORDED, OR ANY INFORMATION, SOFTWARE, OR ANY SERVICES OR TRANSACTIONS PROVIDED ON THE SERVICE OR DOWNLOADED FROM THE SERVICE, EVEN IF ACCOUNT MARKŽ AND HELPANSWERS.COM OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, ACCOUNT MARKŽ AND HELPANSWERS.COM'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Member Identifiable Information. ACCOUNT MARKŽ and HELPANSWERS.COM will not intentionally disclose the content of any private electronic communication or any other Member identifiable information concerning you to any third party unless permitted or required by law or authorized by you. Subject to the foregoing, ACCOUNT MARKŽ and HELPANSWERS.COM may monitor, record, collect, disclose and use for any lawful purpose information generated through your use of the Service. Unless you expressly notify ACCOUNT MARKŽ or HELPANSWERS.COM: (1) during registration; (2) by telephoning HELPANSWERS.COM Customer Service; or (3) by using the online form provided by HELPANSWERS.COM Customer Services, you authorize ACCOUNT MARKŽ and HELPANSWERS.COM to include your name, Internet, electronic mail, street and other addresses, and telephone information, in published directories used in conjunction with the Service or otherwise.

8. Indemnification. Member agrees to indemnify, defend and hold harmless ACCOUNT MARKŽ and HELPANSWERS.COM, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement or any activity related to Member's account (including negligent or wrongful conduct) by the Member or any other person accessing the Service using the Member's Service account.

9. Third Party Rights. The provisions of paragraphs 6 (Use of the Service), and 8 (Indemnification) are for the benefit of ACCOUNT MARKŽ and HELPANSWERS.COM and its officers, directors, employees, agents, licensors, suppliers, and any non-Member third party information providers to the Service (including, without limitation, any third party sponsoring a World Wide Web site that HELPANSWERS.COM establishes as a default home page for a Member). Each of these individuals or entities shall have the right to assert and enforce those provisions directly against a Member directly on its own behalf.

10. Term; Termination. This Agreement, shall commence upon the completion by Member of the registration process. This Agreement may be terminated by ACCOUNT MARKŽ and HELPANSWERS.COM without notice at any time for any reason and may be terminated by Member upon notice to ACCOUNT MARKŽ or HELPANSWERS.COM at any time for any reason. The provisions of paragraphs 2 (Payment), 5 (Copyright, Licenses and Idea Submissions), 6 (Use of the Service), 7 (Member Identifiable Information), 8 (Indemnification), and 9 (Third Party Rights) shall survive any termination of this Agreement.

11. Miscellaneous. This Agreement shall all be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed in Illinois. Member agrees that any legal action or proceeding between ACCOUNT MARKŽ, Inc. and HELPANSWERS.COM and Member for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Florida. Any cause of action or claim Member may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. ACCOUNT MARKŽ's or HELPANSWERS.COM's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. ACCOUNT MARKŽ and HELPANSWERS.COM may assign its rights and duties under this Agreement to any party at any time without notice to Member. The software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software --Restricted Rights at 48 CFR 52.227-19, as applicable.

The manufacturer of the HELPANSWERS.COM Software is ACCOUNT MARKŽ, Inc., 802 Bentwood Drive, Naples, Florida 34108. Member shall not, directly or indirectly, export or reexport the Software to any country to which such export is prohibited by law. The terms "export" and "reexport" mean transferring or releasing to another country or to a national of another country the Software by any means -- physical, electronic or otherwise. HELPANSWERS.COM is a trademark of ACCOUNT MARKŽ, INC. Other trademarks and service marks appearing on the Service may be owned by third parties not affiliated with ACCOUNT MARKŽ or HELPANSWERS.COM.

12. Notice; Complaint resolution and additional information. ACCOUNT MARKŽ or HELPANSWERS.COM may deliver notice to Members under this Agreement by means of electronic mail on the Service, a general notice on the Service, or by written communication delivered by first class U.S. mail to Member's address on record in ACCOUNT MARKŽ's HELPANSWERS.COM account information. You may give notice to HELPANSWERS.COM, direct complaints or request additional information relating to the Service at any time: (i) via electronic mail to HELPANSWERS.COM Customer Service. (ii) by letter delivered by first class postage prepaid U.S. mail to the following address:

HELPANSWERS.COM

Special Customer Satisfaction

P.O. Box 597018

Chicago, IL 60659-7018

Complaints regarding the Service or requests for further information regarding the Service may also be given by calling HELPANSWERS.COM Customer Service at 1-800-841-5961.