Please read this Agreement in entirety before proceeding with the services of HelpGrades. By accessing any part of our website, you agree to become bound to the terms and conditions of this agreement. The Website is available only to individuals who are at least 18 years old.
Nature of Services and Third Party Affiliation. Our Company provides unique and proprietary methods and services to develop and deliver automated customer review strategies for our clients. In doing so, services are provided with links associated with numerous third party review platforms such as Google, Facebook, and Yelp. HelpGrades is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the HelpGrades services. All terms and conditions of third party review platforms must be reviewed and accepted by the client independent of the HelpGrades policies. To the extent that HelpGrades uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. HelpGrades makes no claim as to ownership of such third-party trademarks.
Additionally, services include and are not limited to developing a customized and automated Review strategy using our HelpGrades software to assist with automated emails, text messaging to deliver an inflow of online reviews. The Company warrants to provide professional products and services which shall either meet or exceed industry standards.
Responsibility of Contributors. If you operate a page, dashboard or function of the HelpGrades software (and such material as, "Content"), you are responsible for the Content of, and any harm resulting from such improper use of such Content. That is the case regardless of whether the content in question constitutes text or graphics associated with your HelpGrades software. Your actions and the Content must comply with the terms of service of any third party websites with which you interact; for example, many review sites such as Yelp and Google strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews. You must also fully comply with any third-party licenses and SMS/Text messaging consent laws related to the Content and have done all things necessary to successfully pass through to end users any required terms.
Term and Termination. The term of this Agreement shall begin upon execution of the initial sale and continue month-to-month. Either party may terminate this Agreement upon immediate notice. In the event of termination, all services as part of the Company’s duties and responsibilities under this Terms and Conditions shall cease. Client understands and agrees to be liable and responsible for any and all outstanding costs, balances, and fees on account. No refunds shall be issued if the Client cancels within 60 days of this agreement.
You understand and acknowledge that all software and account privileges shall also terminate.
The Company reserves the right to terminate the Client’s account at any time, in particular for breach of contract, or for abuse of the Company’s products; services; and/or software, with or without notice.
Payment and Renewal. We offer two different service packages:
Unless you notify HelpGrades before the end of the applicable subscription period that you want to cancel, your subscription will automatically renew and authorize payment for the following month.
(A) Link Only Package: $49.00 per month (includes: personalized survey link, internal HelpGrades review for negative feedback).
(B) SMS Package: $69.00 per month (includes: custom review request, personalized survey link, SMS Review requests, local phone number provided by HelpGrades, internal HelpGrades review for negative feedback). An account limit of 200 texts per day is set to avoid blacklisting (entering spam lists) for each phone numbers.
Based upon the service package selected, Client understands and agrees to pay the Company on the First (1st) Day of the following month after this Agreement is executed by the parties.
Late Fees: Should the Client fail to remit payment to the Company within thirty (30) days of the subscription due date, a late fee in the amount of ten dollars ($10.00) shall be incurred and added to the Client’s account. All balances shall be immediately due and payable.
License. We grant you a limited, non-exclusive license to access, employ, or otherwise use our HelpGrades software while you are a paid customer. You understand and agree that our website, logos, slogans, trade and service marks, as well as software, products, and services belong to HelpGrades, L.L.C., and that you will not at any time attempt to: impede, defame, deconstruct, or infringe upon our rights and copyrights, including but not limited to: software; products; services; logos; marks; service marks; trademarks; slogans; and/or logos.
Confidentiality. The Parties mutually agree to keep all information obtained from the other strictly confidential, including but not limited to the terms of this Agreement. The client shall not disclose, divulge, furnish or make accessible to anyone (other than in the regular and customary performance of its duties prescribed in this Agreement) the Company’s proprietary or unique software; communications (both written and oral); email marketing campaigns or methods; the Company’s operations, business practices; or any other information used internally by the Company, which may be accessible by the Client.
Indemnification. The parties agree to defend, indemnify, and hold each other and their representatives harmless from and against any and all unforeseen third party: claims, losses, liabilities, expenses, or damages arising from or relating to any acts or omissions (negligent, willful or otherwise) of the Client, or any representative, employee, or agent of either party. Both parties agree they shall not be liable to the other for any consequential, special, or exemplary damages or lost profits.
Intellectual Property. Client understands and agrees that our Company shall be the sole owner and copyright holder of: any and all: content; trademarks; service marks; copyrights; patents; slogans; logos; brands; and software. Client agrees and warrants not to infringe upon, or impede the Company’s rights and intellectual property rights at any time.
Force Majeure. Neither party shall be responsible for any delay or failure to perform to the extent that such delay/failure is caused by fire, flood, explosion, strike, labor unrest, riot, embargo, act of civil or military authority, accident, acts or omissions of carriers, act of God, or other such contingencies beyond its control. Notice of any Force Majeure Event shall be given to the other party as promptly as possible after occurrence. The affected party shall use due diligence to minimize the effects of any such event to facilitate the resumption of full performance.
Assignment/Modification. This Agreement may not be modified, altered, changed, assigned, transferred, nor sold without the prior mutual written consent of both parties.
Disputes. The Parties acknowledge and agree to resolve any and all disputes that might arise out of this Agreement, including but not limited to compensation terms, in a professional and business-like manner. In the event the Parties are unable to resolve the dispute, they mutually agree to mediation, along with the expense, costs, and choice of a third-party mediator located in Utah.
The prevailing Party shall be entitled to reimbursement of any and all legal fees and costs, including but not limited to attorneys’ fees.
Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter stated herein and supersedes any and all prior communications, either written or oral, regarding the production of the services named herein.
Relationship. This Agreement does not constitute an agency, partnership, or joint venture relationship, nor may either party bind the other whatsoever.
Severability. If any provision of this Agreement is deemed unenforceable, or invalid, the unenforceable or invalid provision shall be deemed modified to the least extent necessary to become legal and enforceable and no other provisions affected thereby.
Breach. Either party may terminate this Agreement due to breach of contract. In the event of breach, the non-breaching party shall remit a written Notice to the breaching party giving that party seven (7) business days the opportunity to cure said breach. If the breaching party fails to cure such breach, this agreement is immediately terminated and the breaching party is liable for all damages and costs (including but not limited to court costs and attorney’s fees).
Survival. Some clauses shall survive termination or expiration of this Agreement. This includes and is not limited to: compensation; confidentiality; indemnification and hold harmless; intellectual property; disputes; severability; and choice of law provisions.
Choice of Law. Except as otherwise provided herein, the Parties mutually agree that any and all matters or disputes relating to the validity, construction, performance or enforcement of the Terms and Conditions, shall be governed, construed and controlled by and under the laws of the State of Utah, excluding any laws or principles regarding conflict or choice of laws. Client warrants that they are over the age of eighteen (18), have fully read and understand the Terms and Conditions stated above and agree to those terms and conditions.
Affiliate Program. Participants in HelpGrades’ Affiliate Program have the opportunity to earn a commission on the customers they refer to HelpGrades provided they properly promote HelpGrades products and services and adhere to the Terms of Service. By accepting these terms on signup, Affiliates and potential Affiliates agree to the following:
Affiliate Role and Responsibilities
Affiliate is appointed as an authorized non-exclusive independent representative to promote and sell all services provided by HelpGrades.
Affiliate shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of HelpGrades’ services during the term of this Agreement.
Affiliate's sales and promotional efforts shall be directed toward small business owners and small business marketers broadly, inclusive of local brick-and-mortar businesses, professional service providers, marketing consultants and other appropriate customers for HelpGrades’ services.
Affiliate shall not have exclusive right nor be restricted in its sales and promotional efforts by the geography, specialty, size or number of its customers.
Affiliate shall represent itself to customers only as an independent entity operating under its own name, never as a subsidiary, owner, employee, or other relationship to HelpGrades.
Affiliate shall periodically, or at any time upon HelpGrades’ request, submit documentation of any and all sales and promotional efforts performed or to be performed pursuant to this Agreement
HelpGrades shall pay Affiliate a commission equal to a percentage of billing on services sold or arranged by Affiliate according to current commission rates.
Because HelpGrades’ services are available for purchase online in an open market, Affiliate’s sales must be verified as belonging to Affiliate. To verify a sale, the customer must complete their sale based on the Affiliate’s unique URL for purchasing.
Commissions will be paid on fees for services sold or arranged by Affiliate.
For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract.
HelpGrades shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Affiliate under this Agreement.
Affiliate shall not be considered an employee of HelpGrades and shall not be entitled to participate in any plan, arrangement or distribution by HelpGradees pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to HelpGrades’ employees.
The rights and duties of Affiliate under this Agreement may not be assigned or delegated without prior written consent of HelpGrades.
Affiliate is not authorized to extend any warranty or guarantee or to make representations or claims with respect to HelpGrades’ services without express written authorization from HelpGrades.
HelpGrades may terminate its Affiliate Program or any individual Affiliate agreement at any time at its sole discretion.