TERMS AND CONDITIONS

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: https://helpwise.io/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Service.

The Service allows you to create & manage shared inboxes for different email addresses used in your business. Helpwise integrates with other third party tools like CRMs, Helpdesks and other business tools to help YOU shared data among different tools and setup workflows & automations.

1. Helpwise will use reasonable endeavors to provide the Helpwise Service with minimum disruptions. However, Helpwise cannot guarantee that the Service will always function without disruptions, delay or other imperfections. Since the Helpwise Service will be transmitted through public internet lines and the public switched telephone network, there may be power outages or internet service disruption and You may experience some disruptions e.g. packet loss and delay which will interfere with the quality of Your communications.
2. Helpwise may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws. Helpwise may also have to repair, improve, and/or upgrade the Helpwise Service and this may require us to restrict, limit, suspend, interfere and/or interrupt the Service at any time at our sole discretion.

1. Helpwise grants You a limited, revocable, non-exclusive, non-transferable license to use the Service for Your own individual, enterprise, and limited commercial use subject to the other terms of this Agreement.
   • You agree not to resell the Service without prior written permission from Helpwise.
   • You may not modify, reverse engineer, decompile or disassemble any part of the Service.
   • You may not copy, adapt, alter, modify, translate, or create derivative works of the Service without written authorization of Helpwise.
   • You may not use the Service for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, obscene or that infringes on the rights or intellectual property of others.
   • You may not permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of this Agreement.
   • You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service.
   • You may not circumvent or disable any technological features or measures in the Service for the protection of intellectual property rights.
   • You may not use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright law any jurisdiction.
2. Any such forbidden use shall immediately terminate Your license to the Service.

As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Service, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the Third Party Site.

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Service.

1. You authorize Helpwise to charge and/or place a hold on your credit card with respect to any unpaid charges related to the Services. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and You agree that Your acceptance of this Agreement is authorization to the issuer of the credit card to pay all such amounts.
2. You authorize Helpwise and/or any other company acting as billing agent for Helpwise to charge Your credit card on a recurring monthly basis on the monthly anniversary of Your initial registration for a paid Helpwise plan and to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Your credit card until such amounts are paid in full.
3. You will provide Helpwise with updated credit card information upon Helpwise’s request and any time the information You previously provided is no longer valid. You are solely responsible for maintaining and updating the credit card information. Helpwise is not liable for any non-sufficient funds or other charges incurred by You as a result of such attempts to charge, and/or place holds on, Your credit card. If You mistakenly provide a debit card number, instead of a credit card number, You authorize all charges described herein to be applied to such debit card unless and until You provide a credit card number.
4. For our subscription plans, monthly or annual fees will be charged directly to the credit card You provide to us as specified in our pricing plans found at Pricing Page. Except as provided below, monthly services (and add-ons fees if any) are billed and charged one month in advance, and there is no proration of such charges if service is terminated on other than the last day of Your billing cycle. You agree to pay for all Helpwise Services. For annual plans, your billing cycle will be of 12 months from the date of payment of your annual plan subscription fees. If any new add-on or inbox is added during the billing cycle, an amount equivalent to prorated amount for the remaining period in the billing cycle will be charged on your credit card on file. If You cancel your annual plan subscription during the billing cycle, your subscription will not be renewed after the end of the current billing cycle. No refund will be given for cancellation or add-on/inbox removal during the ongoing billing cycle. In case of team member, inbox or add-on removal, the annual plan subscription amount will be accordingly adjusted (if applicable) for the next billing cycle onwards.
5. Renewal. Your subscription to the Services will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Services for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences. You acknowledge and agree that, unless You terminate Your Account in accordance with Section 11, Your credit card will be charged automatically for the applicable Subscription Charges.
6. We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in Your credit card or other payment account information, either by updating Your Account or by e-mailing Us at help@helpwise.io
7. Refunds. Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are non refundable. No refunds shall be issued for partial use or non-use of the Services by You.
8. Late Payments/Non-payment of Subscription Charges. We will notify You if We do not receive payment towards the Subscription Charges within the due date for Your Account. For payments made through credit cards, We must receive payments due within a maximum of two (2) days from the date of Our notice and for payments through other accepted methods, We must receive payments within a maximum of fourteen (14) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Services until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account in accordance with Section 11.2.
9. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes that would be levied against You by government authorities. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

1. We shall not be liable to You or any other third party for suspension or termination of Your Account or access to and use the Services, if such suspension or termination is in accordance with this Agreement.
2. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Services if You are in violation of the Agreement. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated.
3. Termination by You: To close your account and stop billing, You may terminate Your Account by writing to help@helpwise.io or by contacting live support.
4. Effect of Terminating Your Account:
   1. Data Export: We strongly recommend that You export all Your Data before You terminate Your Account. In any event, following the termination of Your Account either by You or Us or if You do not subscribe to any paid plan (refer our pricing page) on expiry of Your free trial, Your Data will be retained for a period of 7 days (“Data Retention Period”) from such termination or expiry of free trial within which You may contact Us to export Your Data. Beyond this Data Retention Period, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once it is deleted. Please note that some of your content, data, information, text, files might remain in our backups for a period not exceeding three months.
   2. Charges: If You terminate Your Account prior to the end of Your then-effective Subscription Term or We effect such termination, in addition to other amounts You may owe Us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term, unless waived by Us in writing. This amount will not be payable by You in the event You terminate Your subscription to the Services or terminate Your Account as a result of a material breach of these Terms by Us, provided that You provide advance notice of such breach to Us and afford Us not less than thirty (30) days to reasonably cure such breach.

Communications made through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to help@helpwise.io or mail to the following postal address:

Customer Support Attn: Helpwise Team
SaaS Labs US, Inc
3260 Hillview Avenue,
Palo Alto, CA 94304

Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.

The materials appearing on Helpwise’s Site may include technical, typographical, or photographic errors. Helpwise does not warrant that any of the materials on its Site are accurate, complete, or current. Helpwise may make changes to the materials contained on its Site at any time without notice. Helpwise however, makes no commitment of any kind to update the materials.

You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Helpwise has endeavored to create a secure and reliable Service, please be advised that the confidentiality of any communication or material transmitted to/from a Service over the Internet cannot be guaranteed. Accordingly, Helpwise is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Helpwise shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Service. Any material downloaded or otherwise obtained through the use of the Service is done at Your own discretion and risk. You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.

It is Your responsibility to protect Your personal data and maintain the confidentiality of Your user information and password. You are also responsible for immediately notifying Helpwise of any unauthorized use of Your account, or breach of Your account information or password. Helpwise will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, You shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney’s fees for Your failure to safeguard user and password information and/or promptly notify Helpwise about unauthorized use of Your account or breach of Your account information or password.

Helpwise will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity your data.

The Services may be provided using equipment or facilities located in the European Union or the United States. The Supplier’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed when using the Service will receive an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, You grant Helpwise a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Services. We will inform You of changes in such processors in accordance with the procedure of modifying these Terms.

List of Processors

1. Amazon Web Services
   Hosting services in the US
2. Stripe
   Payment gateway (PCI compliant)
3. Freshsales
   Sales CRM tool
4. Mailgun
   Email API Provider
5. Sendgrid
   Email API Provider
6. Google (Gmail)
   To allow customers to send emails via Gmail
7. Google (Google Analytics)
   Business Analytics
8. Twilio
   2FA Authentication

In some cases, it is necessary for Helpwise employees to access your account and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing Helpwise employees to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

You agree to indemnify and hold Helpwise, its parents, subsidiaries, affiliates, officers, partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Helpwise Service, use of your account by any third party, your violation of these Terms of Service, or any infringement by you or any third party using your account.

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, a restaurant or a merchant of a product or service that you review using the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident using the Service, you may specifically waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

We can amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Service. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

If any part of this Terms of Service agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Service and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.