Terms and Conditions

Please read this license agreement carefully before using the service offered by TransOut, Inc (DBA Helpoid). The terms of this agreement govern your use of Helpoid's service. If you do not agree to these terms, do not use Helpoid's services. By accepting these terms below, by using Helpoid's services in any manner, or by signing an order form, you and the entity you represent (customer) agree that you have read and agree to be bound by to the terms and conditions of this agreement to the exclusion of all other terms. If the terms of this agreement are considered an offer, acceptance is expressly limited to such terms.

1. Definitions

1. "Apps" means all mobile applications on iOS and Android platform and HTML5 based mobile websites.
2. "Impression" means ad view by user.
3. "Customer Data" means all electronic data submitted by Customer to the Service.
4. "Engagement" means the clients users interaction with Helpoid's units, in a format specified by Helpoid, Helpoid Intellectual property will be used by the customer to engage, interact, communicate with users within the clients iOS, android and HTML5 properties.
5. "Professional Services" means technical, consulting, education and support services provided by Helpoid in connection with the Service. Professional Services shall not include the Service.
6. "Service" means the Mobile Relationship Management platform, Ad solution and Marketplace provided by Helpoid, and related materials provided by Helpoid for Customer's use as part of the Service, as specified on contract. In the event Helpoid provides any SDKs, plug-ins, agents, mobile applications, administrative code or other software to Customer in connection with the Service ("Software"), such Software shall be part of the Service. The Service shall not include the Professional Services.
7. "Term" means the period identified on an Order Form, or on a renewal document, during which Customer's Users are authorized to use or access the Service pursuant to the terms set forth in this Agreement, subject to Section 11 below.
8. "Users" means individuals who are the end users of the Customer to engage the Service of the customer, who are bound by obligations and restrictions consistent with this Agreement, and for whom access to the Service has been ordered pursuant to a contract

2. Provision of Service

• Service terms :

  The Helpoid service enables companies to accelerate their user engagement and direct ad delivery within apps (HTML5 mobile website, iOS and android based mobile properties). Specifically, the Helpoid service provides the following functionality: a self-service platform, campaign management and delivery, data, and analytics for Mobile Relationship Management, Ad Solutions and Ad Marketplace.

  Helpoid Mobile Relationship Management (MRM)- is a mobile marketing automation solution delivering cognitive opinion based engagement, in-app marketing, in-app support, feedback and smart push notifications, combined with sophisticated targeting and analytics through a self service platform. Service can be purchased as impression (ad view by user) bundle on yearly subscription.

  Helpoid Ad solution- is an ad serving solution to help create moments based ad inventory, offer opinion based and other native ad products and sell them direct via an online private marketplace, combined with sophisticated targeting and analytics through a self service platform. Service can be purchased as impression bundle on yearly subscription.

  Helpoid Ad Marketplace - is an ad marketplace for publishers to sell premium moment based ad inventory. (inventory filled by Helpoid which is not directly sold by publisher) - Helpoid revenue share is 30%.

• License:

  Helpoid shall make the Service and Professional Services available to Customer pursuant to this Agreement and the relevant Order Forms during the Term. Customer agrees that the Service and Professional Services purchased hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Helpoid regarding future functionality or features. Subject to compliance with the provisions of this Agreement, Helpoid grants to Customer a limited, non-sub licensable, non-exclusive, non-transferable license during the Term (a) to allow its Users to access the Service in accordance with the documentation supplied by Helpoid, solely for Customer's internal business purposes, and (b) to allow its Users to use the Software solely in connection with authorized use of the Service; Customer shall be responsible for its Users' compliance with the terms of this Agreement.

• Restrictions:

  Customer acknowledges that certain software provided here under may include features to prevent use after the applicable term and/or use inconsistent with this agreement.

  Customer shall not reproduce, modify, translate, or create derivative works of the Service, or any underlying ideas, technology, or any portion thereof. Customer shall not copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or use them for the benefit of any third party, or make them available to anyone other than its Users. Customer shall not reverse assemble, reverse compile or reverse engineer the Service, or otherwise attempt to discover any Software source code, object code, or underlying Helpoid Confidential Information. Customer shall not remove or otherwise alter any proprietary notices or labels from the Service, Software or any portion thereof. Customer's rights in the Service will be limited to those expressly granted in this Section 2, and Helpoid reserves all other rights, title, and interest therein. The Service (including Software and related technical data) is provided to the U.S. Government solely with the commercial license rights and restrictions customarily provided to the public as defined in this Agreement. The Service and other Helpoid Confidential Information may be subject to export laws and regulations of the UnitedStates and other jurisdictions. Customer shall not permit Users to access or use the Service in violation of any U.S. embargo or in violation of any U.S. export law or regulation.

3. Security, Service levels, Support

• Helpoid shall:

  i. Not disclose to anyone any Customer Data (all electronic data submitted by Customer to the Service), except as expressly set forth here in.

  ii. Maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data.

  iii. Provide support for the Service to Customer and (iv) Provide Customer with 99.9% availability to the Service in accordance with Helpoid's then-current Service Level Agreement.

4. Confidentiality

• By virtue of this Agreement, each party may obtain, learn, develop or have access to information that is confidential to the other ("Confidential Information"). "Confidential Information" shall include any information that the disclosing party identifies or marks as confidential or proprietary at the time of disclosure, or that reasonably appears to be proprietary or confidential in nature because of legends or other markings, the circumstances of disclosure or the nature of the information itself. Helpoid's Confidential Information shall include, but is not limited to, the Service, Professional Services, Software, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, any information or reports generated from the Service, analysis and performance information, the terms of this Agreement, including pricing terms, and other technical, business, product, marketing and financial information, plans and data. Customer's Confidential Information shall include, but is not limited to, Customer Data. The receiving party shall protect the disclosing party's Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the receiving party uses to protect its own Confidential Information of a like nature against unauthorized use, disclosure or publication. The confidentiality obligations set forth in this Section 4 do not apply to information that (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure and had not been obtained either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. The receiving party may disclose Confidential Information of the disclosing party if it is required by law to do so, following notice of such required disclosure (to the extent legally permitted) to the disclosing party; at the disclosing party's request and expense, receiving party will provide reasonable assistance if the disclosing party wishes to contest the disclosure.

5. Ownership

• Except for the rights expressly granted under this Agreement, Helpoid retains all right, title, and interest in and to the Service, Professional Services, and Software (and all other products, works, and other intellectual property created, used, or provided by Helpoid for the purposes of this Agreement). Publisher agrees that: (i) Helpoid may use and disclose information that it collects or receives in connection with the Helpoid Service in an aggregated form that is not identifiable to Publisher in order to provide, enhance or improve the Helpoid Service and for marketing and promoting the Helpoid Service; and (ii) Helpoid may disclose information regarding the performance of the Ads on the Publisher Apps/Website to the applicable advertiser (including impressions, clicks, and other metrics broken out by dates, times, pages and placements) for reporting purposes.Customer shall, and hereby does, grant Helpoid a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual license to use or incorporate into the Service and Professional Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

6. Fees and Taxes

• Customer shall pay Helpoid the fees set forth on the applicable Order Form ("Fees") in accordance with the terms and conditions set forth in this Agreement. If not otherwise specified on an Order Form, Fees will be due upon signing for the service. All Fees paid and payable to Helpoid hereunder are nonrefundable. If Customer fails to pay any amounts due under this Agreement by the due date, Helpoid will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due. Unless otherwise stated, Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmentalassessments of any nature, including value-added, use or with holding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Helpoid's net income or property), even if such amounts are not listed in the Order. The limitations set forth in Section 8 shall not apply to Customer's payment obligations under this Section 6.

7. Warranty Disclaimer

• The parties acknowledge that the service is provided "as is". Except for any express warranties set forth herein, Helpoid and its suppliers hereby disclaim all (and have not authorized anyone to make any) warranties relating to the services, professional services or other subject matter of this agreement, express or implied, including, but not limited to, any warranties against infringement of third party rights, merchatability and fitness for a particular purpose. Neither Helpoid nor its suppliers makes any warranty as to the results that may be obtained from the use of the services or professional services or that the services or professional services will be error-free or available at any given time.

8. Limitation of Liability

• Neither Helpoid nor its suppliers shall be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory (a) for error or interruption of use, loss or inaccuracy or corruption of data, (b) for cost of procurement of substitute goods, services, rights, or technology, (c) for any lost profits or revenues, or for any indirect, special, incidental, consequential or punitive damages, (d) for amounts that, in the aggregate, exceed the fees paid to Helpoid here under during the twelve (12) month period immediately preceding the event giving rise to such claim, or $100, whichever is greater, or (e) for any matter beyond Helpoid's or its suppliers' reasonable control.

9. Indemnification

• Helpoid will indemnify, defend and hold customer, its affiliates, officers, directors, consultants and employees harmless from any and all liabilities, damages and/or costs (including but not limited to, reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Helpoid, in connection with claims alleging that the Service or Professional Services, as provided by Helpoid to Customer under this Agreement and used within the scope of this Agreement, infringe any U.S. patent or copyright of any third party (each, an "Infringement Claim"), provided that Customer: (a) notifies Helpoid in writing within thirty (30) calendar days of receipt of the Infringement Claim; (b) grants Helpoid sole control of the defense and settlement of the Infringement Claim; and (c) provides Helpoid, at Helpoid's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. In the event of any such Infringement Claim, Helpoid may, at its option: (i) obtain a license to permit Customer the ability to continue using the Service; (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and refund to Customer any prepaid, unused Fees for such infringing Service hereunder. Notwithstanding the foregoing, Helpoid will have no liability for any infringement claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than Helpoid or its agents; (2) the combination, operation or use of the Service with equipment, devices, data or software not provided by Helpoid; (3) Customer's failure to use updated or modified versions of the Service provided by Helpoid to avoid a claim; (4) Helpoid's compliance with any specifications or requirements provided by Customer; or (5) Customer's use of the Service other than in accordance with this Agreement. Customer shall indemnify and hold harmless Helpoid from any liabilities, damages and/or costs (including but not limited to, reasonable attorneys' fees) in connection with any third party claims relating to any of the exclusions set forth in the previous sentence. The indemnification obligations set forth in this Section 9 are Helpoid's sole and exclusive obligations, and Customer's sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind.

10. No Endorsement

• No endorsement of or participation by any third party should be inferred due to any reference to that third party or inclusion of data relating to that third party in connection with the services and professional services. The Service and Professional Services may allow Customer to interface with a variety of third party software and services obtained separately by Customer ("Third Party Services"). Helpoid is not responsible for the operation or functionality of such Third Party Services. While Helpoid may, in its sole discretion, configure the Service to interoperate with various Third Party Services, (i) Helpoid cannot and does not guarantee that the Service shall interoperate (or continue to interoperate) with any particular Third Party Service, and (ii) Helpoid's obligations described in Section 3 hereof shall not extend to any Third Party Services.

11. Term, Termination

• This Agreement shall commence on the earlier of (i) the date that Customer uses the Service, or (ii) the first day of the Term. Upon expiration of the Term, the Service will automatically renew for additional Terms of one (1) year each, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then- current Term. The pricing for the applicable Service during any automatic renewal Term shall be the same as in the preceding Term unless Helpoid provides written notice of a price increase at least thirty (30) days prior to the expiration of the then-current Term, in which case the price increase shall be effective upon renewal. If Customer is in material breach of this Agreement, Helpoid reserves the right to immediately suspend Customer's access to the Service until such breach is materially cured. Either party may terminate this Agreement by written notice to the other party within thirty (30) days of such notice.Upon termination, the rights and licenses granted to Customer hereunder shall terminate immediately. The sections titled "Definitions", "Restrictions", "Confidentiality", "Ownership", "Fees and Taxes", "Warranty Disclaimer", "Limitation of Liability", "Indemnification", "No Endorsement", "Term, Termination", "Non-Solicitation", "Controlling Law, Attorneys' Fees and Severability", "Entire Agreement", "Equitable Relief", "Independent Contractors", "Notices" and "Miscellaneous" shall survive any termination or expiration of this Agreement.

12. Assignment

• Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or Helpoid without the other party's prior written consent which shall not be unreasonable withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13. Controlling Law, Attorneys' Fees and Severability

• This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Philadelphia, Pennsylvania. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

14. Entire Agreement

• This Agreement together with the Order Form(s) constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto and related to the subject matter hereof are expressly canceled. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

15. Equitable Relief

• Due to the unique nature of the parties' Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party's breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.

16. Independent Contractors

• The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint ventures or partners for any purpose.

17. Notices

• All notices hereunder shall be in writing via certified mail, return receipt requested or by confirmed fax, and shall be deemed to have been duly given upon (i) personal delivery, (ii) five (5) days after sending, if sent by domestic mail; (iii) seven (7) days after sending, if sent by international mail; (iv) two (2) days after deposit with a recognized courier with next-day delivery instructions; or (v) upon confirmation of transmission, if sent by confirmed fax, in each case to the address or fax number set forth on the Order Form.

18. Miscellaneous

• Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. A facsimile, PDF or any other type of copy of an executed version of this Agreement signed by a party is binding upon the signing party to the same extent as the original of the signed Agreement.

19. Privacy

• Helpoid may track Ad delivery and performance data in order to provide the Helpoid Service. Each party agrees that it will: (i) adhere to applicable privacy laws and regulations, and (ii) conspicuously post a privacy policy linked to from its website's home page that discloses its practices regarding the collection, use and sharing of data and that complies with applicable laws and regulations, and will abide by such privacy policy. Publisher agrees that its privacy policy will also disclose the collection, use and sharing of data collected from the Publisher Website by the third parties with whom Publisher works, and shall include an opt-out mechanism that is in compliance with applicable laws and regulations. Helpoid will not collect, and Publisher will not transmit to Helpoid, any personally identifiable information of end users unless required by law or court order or otherwise agreed to in writing by the parties or expressly given by consumers.

20. Reference Account

Customer agrees to serve as a reference account for prospective Helpoid customers. As a reference account, Customer agrees to participate in the following upon reasonable request by Helpoid:

• Providing a corporate logo and quote from a decision maker for use by Helpoid in marketing activities and on the Helpoid public website.
• Development of a case study or testimonial that may be published and/or used as marketing collateral.
• Providing interviews to prospective investors, media or analysts or customers upon reasonable request.