Terms of Service
TERMS OF SERVICE
(Last Updated: November 21, 2023)
These Terms of Service (“Terms”), among other things, govern (a) your use of SHELP’s multipurpose,
digital marketplace platform for student and academic services (“SHELP Marketplace Platform”),
which includes the shelpus.com website (“Site”) and SHELP’s mobile application (“Mobile App”), and
(b) your use of the SHELP Marketplace Platform to access, receive, use, or provide student or academic
services (“Academic Services”). The SHELP Marketplace Platform (including the Site and Mobile App)
is owned and operated by SHELP INC., located at 947 North Park Avenue, Tucson, Arizona 85719
(“SHELP”). References to “you” or “your” throughout these Terms mean: (i) you as a registered user of
the SHELP Marketplace Platform, whether seeking to receive Academic Services (in such capacity, a
“Student”) or whether seeking to provide Academic Services (in such capacity, a “Service Provider”), or
(ii) a visitor or browser of the Site or user of the Mobile App.
THESE TERMS ARE IMPORTANT. THEY AFFECT YOUR RIGHTS. PLEASE READ THESE
TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND EACH PROVISION AS
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SHELP MARKETPLACE
PLATFORM. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL
BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
PLEASE CAREFULLY REVIEW THE SECTION TITLED “ARBITRATION” FOR MORE
INFORMATION. THESE TERMS LIMIT SHELP’S LIABILITY AND THE REMEDIES
AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
By accessing or using the SHELP Marketplace Platform or by clicking an “I Accept” button as part of a
registration process or otherwise demonstrating your consent to these Terms, you confirm your agreement
to be bound by these Terms. If you are using the SHELP Marketplace Platform on behalf of an entity,
organization, or company, you represent and warrant that you have the authority to bind such organization
to these Terms and you agree to be bound by these Terms on behalf of such organization. If you do not
agree to these Terms, do not access or use the SHELP Marketplace Platform. These Terms expressly
supersede prior agreements, understandings, or arrangements with you regarding the subject matter of
these Terms. Separate supplemental terms may apply to the SHELP Marketplace Platform (or certain
aspects of the SHELP Marketplace Platform), such as policies for a particular program, activity or
promotion, and such supplemental terms will be disclosed to you where such supplemental terms are
applicable. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the
purposes of the applicable aspect of the SHELP Marketplace Platform to which such supplemental terms
apply.
TABLE OF CONTENTS FOR TERMS OF SERVICE
I. UPDATES TO TERMS AND TO MARKETPLACE PLATFORM
II. PERSONAL INFORMATION
III. ACCOUNTS
REGISTRATION
ACCESS CREDENTIALS
USAGE OF SHELP MARKETPLACE PLATFORM WITHOUT ACCOUNT
ACCURACY OF INFORMATION
MODIFICATION AND TERMINATION OF ACCOUNTS OR SHELP MARKETPLACE PLATFORM
IV. SHELP MARKETPLACE PLATFORM
SHELP MARKETPLACE PLATFORM
RECEIPT OF ACADEMIC SERVICES
PROVISION OF ACADEMIC SERVICES
EXERCISE CAUTION
PROHIBITED CONDUCT
V. LICENSE, USE, AND RESTRICTIONS FOR PLATFORM
VI. THIRD PARTY WEBSITES, ADVERTISEMENTS, AND TERMS
VII. PAYMENT AND FEES
PAYMENT PROCESSING AND BILLING
18 DOCID
PURCHASE OF ACADEMIC SERVICES
PROVISION OF ACADEMIC SERVICES
CHANGES TO FEES
UNPAID FEES
THIRD PARTY PAYMENT PROCESSOR
TAXES
VIII. SUSPENSION AND DEACTIVATION
IX. TERM AND TERMINATION
X. INTELLECTUAL PROPERTY
XI. DISCLAIMERS
XII. LIMITATION OF LIABILITY
XIII. INDEMNIFICATION
XIV. DISPUTES
XV. ARBITRATION
AGREEMENT TO BINDING ARBITRATION AND WAIVER OF JURY TRIAL
RULES & GOVERNING LAW
PROCESS
LOCATION AND PROCEDURE
ARBITRATOR’S DECISION
CHANGES
NO EFFECT ON SEPARATE AGREEMENT
SEVERABILITY AND SURVIVAL
XVI. OTHER PROVISIONS
CHOICE OF LAW
GENERAL
COMMUNICATIONS
I. UPDATES TO TERMS AND TO MARKETPLACE PLATFORM
SHELP may amend these Terms from time to time. Amendments will be effective as of the date SHELP
has posted such amendments on SHELP’s website at shelpus.com/terms-of-service. It is important that
you review these Terms whenever these Terms are updated before continuing to use the SHELP
Marketplace Platform. Your continued access or use of the SHELP Marketplace Platform after such
posting confirms your consent to be bound by the Terms, as amended. If you disagree with the amended
terms, do not continue to use the SHELP Marketplace Platform.
You acknowledge and agree that SHELP may modify (or otherwise discontinue) the SHELP Marketplace
Platform (or any portion thereof) in any way and at any time, with or without notice. SHELP shall have
no liability for any such change or discontinuance. You further acknowledge and agree that, while SHELP
has attempted to provide accurate information on the SHELP Marketplace Platform, such information
may change frequently and in no event will SHELP be responsible for the accuracy, timeliness, reliability,
usefulness, or completeness of any information, materials, or other content, or that any such information,
materials, or other content is the most up-to date.
II. PERSONAL INFORMATION
SHELP’s collection and use of personal information in connection with the SHELP Marketplace Platform
is defined and described in SHELP’s privacy policy located at shelpus.com/privacypolicy, which may be
amended from time to time (“Privacy Policy”). SHELP’s Privacy Policy is incorporated into and forms
part of these Terms.
III. ACCOUNTS
Registration
In order to use certain aspects of the SHELP Marketplace Platform, you may be required to register for
and maintain an active personal account with SHELP (“Account”). You must be at least 13 years of age
to obtain an Account or use the SHELP Marketplace Platform. If you are under the age of 18 (or the age
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of legal majority in your jurisdiction), you represent that you have your parent’s or guardian’s consent and
permission to obtain an Account and to use the SHELP Marketplace Platform, as applicable. If you are a
parent or guardian of a child or minor ward under the age of 18 (or the age of legal majority in your
jurisdiction), by allowing your child or minor ward to obtain an Account or use the SHELP Marketplace
Platform, you as the parent or guardian are subject to these Terms and are fully liable and responsible for
your child’s or minor ward’s activities (including any activities relating to their Account or use of the
SHELP Marketplace Platform).
Account registration requires you to submit to SHELP certain personal information, such as your name,
address, mobile phone number, age, and at least one valid payment method supported by SHELP. By
agreeing to the Terms you represent (i) that you are at least 18 years old (or if not 18 years old, that you
are at least 13 years of age and have received consent and permission from your parent or guardian to
agree to these Terms and to obtain an Account or otherwise use the SHELP Marketplace Platform, as
applicable) and reside in a state, region, or country in which the SHELP Marketplace Platform may
legally be provided, (ii) you are the person whose name and other information have been provided for the
Account, (iii) that you have not previously been suspended or removed from the SHELP Marketplace
Platform, and (iv) that your registration and your use of the SHELP Marketplace Platform is in
compliance with any and all applicable laws and regulations.
You are responsible for maintaining the confidentiality of your Account and password. SHELP may reject
any user name for any reason. Unless otherwise permitted by SHELP in writing, you may only possess
one Account. You may not authorize third parties to use your Account.
Access Credentials
If you create an Account, you will be permitted to access the SHELP Marketplace Platform using a valid
authentication method for your Account, which may vary depending on the requirements of SHELP
(“Access Credential”). In the event of a lost or stolen Access Credential, you are responsible for
immediately notifying SHELP. You agree to be liable for any and all fees and charges incurred due to
usage of the lost, stolen, or unauthorized access to your Access Credential (unless due to SHELP’s
negligence) until SHELP has been notified.
Usage of SHELP Marketplace Platform Without Account
You may be permitted to access and use certain aspects of the SHELP Marketplace Platform (such as the
public facing portion of the Site) without creating an Account. You agree and acknowledge that the terms
and conditions set forth in these Terms will still apply to your use of the SHELP Marketplace Platform
even where you do not register an Account.
Accuracy of Information
All the information that you supply to SHELP in creating your Account or when otherwise using the
SHELP Marketplace Platform must be accurate (including, but not limited to, any personal and payment
information). If you have a registered Account, you agree to maintain accurate, complete, and up-to-date
information in your Account. Your failure to provide or maintain accurate, complete, and up-to-date
information, including providing or having an invalid or expired payment method on file, may result in
additional fees and/or your inability to access or use the SHELP Marketplace Platform or your Account.
Modification and Termination of Accounts or SHELP Marketplace Platform
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To terminate your Account, please contact SHELP at support@shelp.xyz. If you terminate your Account,
you may be asked to provide a reason for your resignation/cancellation in order to help SHELP analyze
and improve the SHELP Marketplace Platform.
SHELP may immediately terminate your Account or these Terms, terminate or suspend the SHELP
Marketplace Platform with respect to you, or generally cease offering or deny access to the SHELP
Marketplace Platform or any portion thereof, at any time for any reason in its sole discretion. If SHELP
elects to terminate your Account and/or your use of the SHELP Marketplace Platform, then you will be
responsible for payment for any amounts owed but not yet paid for (including any Fees) as of the date of
such termination. In addition, if applicable, SHELP may collect damages from you in connection with any
breach of the Terms by you and may exercise any other remedy available to SHELP hereunder, at law or
in equity.
Upon termination of these Terms or your Account, your method of payment will be charged for any
unbilled amounts and any other Fees due hereunder.
IV. SHELP MARKETPLACE PLATFORM
SHELP Marketplace Platform
The SHELP Marketplace Platform includes: (i) access to the Site and Mobile App; (ii) facilitation of
connections between Students and Service Providers for Academic Services; (iii) facilitation of payments
between Students and Service Providers for such Academic Services; and (iv) customer support and
related services for the Site and Mobile App. SHELP does not purchase or provide student or academic
services. Students understand that any such facilitation does not constitute a warranty in relation to the
Academic Services. By using the SHELP Marketplace Platform, you understand and acknowledge that
Students and Service Providers are independent third parties, and not employees, agents, joint venturers,
or partners of SHELP. SHELP has no responsibility or liability for the acts or omissions of any Students
or Service Providers (including any Academic Services).
Receipt of Academic Services
Students understand that any Academic Services they solicit, receive, or pay for using the SHELP
Marketplace Platform are solicited directly from the Service Provider providing such Academic Services.
SHELP does not control, and has no right to control, the Academic Services that a Service Provider
provides (including the details of how the Service Provider provides such Academic Services). SHELP
does not endorse or make any representations or warranties regarding the accuracy, completeness, quality,
timeliness, or reliability of the Academic Services. SHELP will not assess or guarantee the suitability,
legality, or ability of any Service Provider. Students also acknowledge and agree that listings for
Academic Services (including any descriptions or images) displayed through the SHELP Marketplace
Platform are provided directly by the applicable Service Provider and are not vetted or approved for
accuracy by SHELP.
Provision of Academic Services
Service Providers understand that any Academic Services they provide using the SHELP Marketplace
Platform are solicited directly from Students seeking such Academic Services. Students are free to select
any Academic Service from any Service Provider. SHELP does not control, and has no right to control,
such selections made by a Student. Payment for any Academic Services provided by a Service Provider
are the sole and exclusive responsibility of the Student (and not SHELP). The Service Provider will be
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fully liable and responsible for (i) performing the Academic Services for Students and (ii) its listings for
Academic Services (including any descriptions or images), including ensuring the accuracy and
truthfulness of such listings.
Exercise Caution
When interacting with other participants in the SHELP Marketplace Platform (whether as a Student or
Service Provider), you should exercise caution and common sense to protect your personal safety and
property, just as you would when interacting with other people you do not know. SHELP is not
responsible for the conduct of any participant in the SHELP Marketplace Platform (whether as a Student
or Service Provider). SHELP will not be liable or responsible for any personal injury or property damage
caused by a participant in the SHELP Marketplace Platform (regardless of whether occurring in
connection with the receipt of Academic Services, provision of Academic Services, or otherwise).
Prohibited Conduct
Academic Services may include scholastic aid or tutoring. In providing or receiving any Academic
Services, you will not: (i) provide or use any Academic Services in a manner not allowed by your
university’s academic code of conduct; (ii) provide or use any Academic Services in a manner that
constitutes plagiarism, or (iii) otherwise use or provide any Academic Services in a manner that violates
SHELP’s additional policies located at [https://www.shelpus.com/shelppolicies].
V. LICENSE, USE, AND RESTRICTIONS FOR PLATFORM
Subject to your continued compliance with these Terms, SHELP grants you a limited, non-exclusive,
non-sublicensable, revocable, non-transferable license to: (i) access and use the Site and Mobile App
solely for your personal use in connection with your provision or receipt of the Academic Services; (ii)
download and install a copy of the Mobile App on a mobile device that you own or control and to run
such copy of the Mobile App solely for your own personal purposes; and (iii) access and view any
content, information and related materials that may be made available through the Site or Mobile App
solely in connection with clause (i) and (ii). Any rights not expressly granted herein are reserved by
SHELP.
You will not: (i) remove, obscure, or modify any copyright, trademark or other proprietary notices from
any portion of the SHELP Marketplace Platform; (ii) reproduce, modify, prepare derivative works based
upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, or
otherwise exploit the SHELP Marketplace Platform (or any portion thereof); (iii) decompile, reverse
engineer, or disassemble the SHELP Marketplace Platform (or any portion thereof); (iv) link to, mirror or
frame any portion of the SHELP Marketplace Platform (including the Site or Mobile App); (v) cause or
launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining
any portion of the SHELP Marketplace Platform or that unduly burden or hinder the operation and/or
functionality of any aspect of the SHELP Marketplace Platform; (vi) attempt to gain unauthorized access
to or impair any aspect of the SHELP Marketplace Platform or its related systems or networks; (vii) use
the SHELP Marketplace Platform in any manner that could cause harm, nuisance, annoyance,
inconvenience, damage, or adversely affect any person or SHELP’s reputation or property; (viii) use the
SHELP Marketplace Platform in violation of (or in any attempt to abuse, exploit or circumvent) any
applicable laws, rules, or regulations or for any unlawful, fraudulent, deceitful, illegal, dishonest, or
misrepresentative purpose (including, but not limited to, fraud or money laundering); (viii) retrieve data
or other content from the SHELP Marketplace Platform to create or compile, directly or indirectly, a
collection, compilation, database, or directory; (ix) use any of the SHELP Marketplace Platform as part of
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any effort to compete with SHELP or for any revenue-generating endeavor or commercial enterprise
(other than providing Academic Services as a Service Provider through the SHELP Marketplace
Platform); (x) use the SHELP Marketplace Platform in a manner that violates any rule, regulation, or
requirement of any banking institution, card association or network (including, but not limited to, Visa,
Mastercard, American Express, or Discover), or any other financial institution; or (xi) conduct or perform
any denial-of-service attack or a distributed denial-of-service attack. Further, you will not use the SHELP
Marketplace Platform if you are located, residing, working, or conducting business in any country
restricted by U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked
Persons List, or the U.S. Department of State’s Designated Foreign Terrorist Organizations List, as
applicable, as may be amended from time to time, or any other sanctions.
The following additional terms apply to the Mobile App where the Mobile App is accessed through or
downloaded from the Apple App Store. You acknowledge and agree that:
1. These Terms are between you and SHELP and not with Apple, and SHELP (not Apple) is solely
responsible for the Mobile App.
2. Apple has no obligation to furnish any maintenance and support services with respect to the
Mobile App.
3. In the event of any failure of the Mobile App to conform to any applicable warranty, you may
notify Apple, and Apple will refund the purchase price for the Mobile App to you (if any) and, to
the maximum extent permitted by applicable law, Apple will have no other warranty obligation
whatsoever with respect to the Mobile App. Any other claims, losses, liabilities, damages, costs,
or expenses attributable to any failure to conform to any warranty will be the sole responsibility
of SHELP.
4. Apple is not responsible for addressing any claims you have or any claims of any third party
relating to the Mobile App or your possession and use of the Mobile App, including, but not
limited to:
a) product liability claims;
b) any claim that the Mobile App fails to conform to any applicable legal or regulatory
requirement; and
c) claims arising under consumer protection or similar legislation.
5. In the event of any third party claim that the Mobile App or your possession and use of the
Mobile App infringes such third party’s intellectual property rights, SHELP will be solely
responsible for the investigation, defense, settlement, and discharge of any such intellectual
property infringement claim to the extent required by these Terms.
6. Apple and its affiliates are third-party beneficiaries of these Terms as related to your license to the
Mobile App, and that, upon your acceptance of these Terms, Apple will have the right (and will
be deemed to have accepted the right) to enforce these Terms as related to your license of the
Mobile App against you as a third-party beneficiary thereof.
7. You represent and warrant that
a) you are not located in a country that is subject to a U.S. Government embargo or that has
been designated by the U.S. Government as a terrorist-supporting country;
b) you are not listed on any U.S. Government list of prohibited or restricted parties;
c) you are not an individual or associated with an entity designated under the UK’s Terrorist
Asset-Freezing, etc. Act 2010 (TAFA 2010); and
d) you are not otherwise subject to or affected in any way by any national security or
terrorism related rules, whether applicable to you personally or to your location or other
circumstances.
8. You must also comply with all applicable third-party terms of service when using the Mobile
App.
VI. THIRD PARTY WEBSITES, ADVERTISEMENTS, AND TERMS
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The SHELP Marketplace Platform may contain advertising, sponsorships, or links to other websites.
SHELP is not responsible for the content, accuracy, or opinions expressed in such websites, and such
websites are not investigated, monitored or checked for accuracy or completeness by SHELP. Inclusion of
any linked website does not imply approval or endorsement of the linked website by SHELP. If you
decide to access these third party sites (or purchase any products, services, or other offerings from such
third party sites), you do so at your own risk. Advertisers and sponsors are responsible for ensuring that
material submitted for inclusion on the SHELP Marketplace Platform is accurate and complies with
applicable laws and regulations. SHELP is not responsible for the illegality or any error, inaccuracy or
problem in the advertiser’s or sponsor’s materials.
In addition to the above, additional third party notices, terms and conditions, or other requirements may
apply to the SHELP Marketplace Platform (and to your access or use of such SHELP Marketplace
Platform), including to access specific portions or features of the SHELP Marketplace Platform. Such
additional third party notices, terms and conditions, or other requirements may include, but are not limited
to, any terms and conditions contained in the applicable internet application store or those relating to third
party payment processors used by SHELP.
VII. PAYMENT AND FEES
Payment Processing and Billing
All payments for Fees will be processed by SHELP and/or its payments processor, using the preferred
payment method designated in your Account (“Designated Payment Method”). You acknowledge and
agree that you are solely responsible for the payment of all such Fees. All Fees paid by you are final and
non-refundable except where otherwise required by law. If your payment details change, you or your card
provider may provide us with updated payment details. We may use these new details or details from
other payment methods on file in order to update your Designated Payment Method and help prevent any
interruption to your use of the SHELP Marketplace Platform. This includes SHELP’s right to charge any
payment method on file if your Designated Payment Method fails. It is your responsibility to keep your
billing information up to date.
Purchase of Academic Services
If you purchase any Academic Services from any Service Provider, you understand that such purchase
will result in fees, charges, and other expenses to you for such Academic Services (“Fees”), which may
include, among other things, (i) the price for the Academic Services (the “Service Fees”) and (ii)
platform, transaction, or other commissions or related fees for using the SHELP Marketplace Platform
(“Student Transaction Fees”). The total Fees for any purchased Academic Services will be displayed in
the SHELP Marketplace Platform. You understand and agree that the Service Provider of such Academic
Services controls and sets the Service Fees for such Academic Services but that SHELP sets and controls
the Student Transaction Fees. When you purchase any Academic Services, you are solely responsible for
payment of the Fees and any additional fees or charges that may be incurred from your bank, card issuer,
or financial institution.
SHELP reserves the right to temporarily authorize or place a hold on your payment method for an amount
that may be greater than the amount shown at checkout for the Academic Services and to charge your
payment method the final price after checkout. In the event that the charge to your payment method may
incorrectly differ from the total amount, SHELP reserves the right to make an additional charge to your
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payment method after the initial charge so that the total amount charged is consistent with the total
amount displayed to you at checkout.
Provision of Academic Services
If you provide any Academic Services to any Student, you understand and agree that SHELP will charge
a platform, transaction, or other commission or related fee for using the SHELP Marketplace Platform
(the “Service Provider Transaction Fees”; together with the Student Transaction Fees, the “Transaction
Fees”). The Service Provider Transaction Fee will be displayed in the SHELP Marketplace Platform. The
Service Provider Transaction Fee will be charged for each Academic Service and will be non-refundable.
By using the SHELP Marketplace Platform, you agree to pay all Service Provider Transaction Fees. You
acknowledge and agree that SHELP will deduct the Service Provider Transaction Fees from any Fees paid
by a Student for Academic Services before remitting the remainder of the Service Fee to you as the
Service Provider. In the event of a cancelled or refunded transaction for Academic Services, the
Transaction Fee will not be refunded.
You agree and acknowledge the applicable Student (and not SHELP) is solely liable and responsible for
payment for the Academic Services that you provide. You further agree and acknowledge that SHELP
does not have any liability, responsibility, or obligation to make or remit any payment to you (as a Service
Provider) for any provided Academic Services unless and to the extent SHELP has actually received
payment of the Fees from the applicable Student for such Academic Services.
Notwithstanding anything to the contrary contained in these Terms, nothing set forth in this section will
supersede, amend, or modify the terms of any separate agreement between you (as a Service Provider)
and SHELP relating to your work as an independent contractor providing any Academic Services,
including, without limitation, any independent contractor agreement governing your work as a contractor.
Changes to Fees
SHELP may, at any time without prior notice, change the Fees (including any Student Transaction Fees or
Service Provider Transaction Fees) as SHELP deems necessary or appropriate for SHELP’s business.
Unpaid Fees
If SHELP is unable to collect payment on any Fees, SHELP reserves the right, to be exercised in
SHELP’s sole discretion, to disable your access to the applicable SHELP Marketplace Platform or
portions thereof (and if you have a registered Account, to suspend or deactivate your Account) without
advanced notice. SHELP will thereafter, from time to time in its sole discretion, initiate further charges of
your Designated Payment Method until such time as your outstanding Fees are paid in full. If SHELP is
unable to collect payment by the thirtieth (30th) day following the payment due date, SHELP will add to
the outstanding balance a one-time late payment fee (“Late Payment Fee”) equal to the greater of: (i)
fifty dollars ($50); and (ii) the product of: (A) the outstanding Fee amount, multiplied by (B) the lesser: of
(1) ten percent (10%), or (2) the maximum rate allowed by applicable law.
You understand if you have an unpaid balance to SHELP and do not make satisfactory payment
arrangements, your account may be placed with an external collection agency. You will be responsible for
reimbursement of the fee of any collection agency and all costs and expenses, including reasonable
collection and attorney’s fees, incurred during collection efforts.
Third Party Payment Processor
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You acknowledge and agree that any processing or collection of Fees by SHELP may be subcontracted or
delegated to a third party payment processor selected by SHELP. Currently, SHELP’s payment processor
is Stripe, Inc. or one of Stripe, Inc.’s affiliated entities. By submitting any payment, you agree to be bound
by Stripe, Inc.’s Privacy Policy (currently located at https://stripe.com/us/privacy) and hereby consent and
authorize SHELP and Stripe, Inc. (or its applicable affiliated entity) to share any information and payment
instructions you provide to the minimum extent required to complete your transactions and as may
otherwise be required by Stripe, Inc.’s Services Agreement (currently located at
https://stripe.com/legal/ssa).
Taxes
You are liable for all transaction taxes (other than taxes based on SHELP’s income), including sales tax,
use tax, goods and services tax, and other transaction taxes if applicable, relating to the Academic
Services. SHELP reserves the right to charge you additional amounts on account of such taxes. If you are
a Service Provider, you are responsible for paying any direct or indirect taxes that may apply to you based
on your residency, location, or otherwise based on your provision of the Academic Services. You agree
that you will be solely responsible for paying all direct or indirect federal, state and local taxes, duties,
levies, premiums, fees and other assessments of any kind even if SHELP is required by law to collect and
remit to the applicable governmental authority with respect to your use of the SHELP Marketplace
Platform or the Academic Services, together with all interest, penalties or other additional amounts
imposed thereon, including, without limitation, any gross receipts, sales, consumption, use, value added,
commercial activity or other privilege, property, road or other transportation tax or any other taxes of any
kind whatsoever imposed by any governmental authority.
VIII. SUSPENSION AND DEACTIVATION
SHELP may suspend your access to the SHELP Marketplace Platform and your Account, with or without
notice, if you violate any provision of these Terms (including, but not limited to, if your Designated
Payment Method is declined or otherwise has an insufficient balance). Upon any suspension of your
Account, all access to the SHELP Marketplace Platform associated with your Account will be suspended
or otherwise made inaccessible until and unless all issues are addressed and resolved by you, to SHELP’s
satisfaction, and within the time frame specified by SHELP. You agree to hold SHELP harmless from and
against any and all claims, losses or damages arising from any suspension of your Account or access to
the SHELP Marketplace Platform.
SHELP also reserves the right (in SHELP’s sole and absolute discretion) to: (a) deactivate any Accounts
which have not been active for at least six (6) months, (b) delete data in deactivated Accounts, (c) stop
providing the SHELP Marketplace Platform (including the Site or Mobile App) to you or prevent access
to the SHELP Marketplace Platform at any time for any reason and without prior notice, and (d) close
your Account. In the event of any closure of your Account, you may be prohibited from reopening your
Account, opening a new account or accessing any existing account.
You agree that SHELP shall not be liable, in any way, for any suspension, deletion, deactivation, or
closure as set forth in these Terms.
IX. TERM AND TERMINATION
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These Terms shall commence upon the earlier of your use of the SHELP Marketplace Platform (including
the Site, Mobile App, or registration of an Account) or by clicking an “I Accept” button (or equivalent)
and shall continue until terminated.
You or SHELP may terminate these Terms (and your access to the SHELP Marketplace Platform and your
Account) at any time and for any reason. You may terminate these Terms (and your access to the SHELP
Marketplace Platform and your Account) at any time by contacting support@shelp.xyz. Upon
termination, you shall remain liable for all Fees (and any other charges, expenses, liabilities, or other
amounts owed) through such termination date. If any such Fees or other amounts remain owed following
termination, you shall remain liable as otherwise set forth in these Terms (including for any amounts
incurred by SHELP in collection with any collection efforts).
Upon termination of these Terms or any closure of your Account (whether closed voluntarily by you,
closed by SHELP, occurring in connection with any termination of these Terms, or otherwise): (i) these
Terms and all rights granted to you under these Terms shall cease (except those expressly surviving or
which by their nature would survive as set forth in the Section titled “General”); (ii) all access to the
SHELP Marketplace Platform and your Account will cease; (iii) you will be billed for, and SHELP may
automatically attempt to collect from your Designated Payment Method, any outstanding amount owed;
and (iv) all of your data will (at SHELP’s sole option) be deleted from SHELP’s servers and backup
systems and SHELP may not have or keep backup of the data. You agree to hold SHELP harmless from
and against any and all claims, losses or damages arising from any termination of these Terms or closure
of your Account. Any and all provisions in these Terms which impose obligations continuing in their
nature shall survive closure or otherwise continue to remain in full force and effect even after termination
of these Terms or Account closure. You are not permitted to access your Account or use any of the
SHELP Marketplace Platform associated with your Account following any closure or termination.
If you continue to use any public portion of the Site following any termination of these Terms (including,
but not limited to, any termination of your Account or of your access to the SHELP Marketplace
Platform), then you agree and acknowledge that any subsequent use of such public portion of the Site
shall be governed by and subject to the then-current Terms as of your subsequent use of such public
portion of the Site.
X. INTELLECTUAL PROPERTY
The SHELP Marketplace Platform and its contents, features, and functionality (including, but not limited
to, any content, text, images, software, graphics, code, compilation, and the design, selection, and
arrangement thereof) are owned by SHELP, its licensors, or other third party providers and are protected
by United States and international laws applicable to intellectual property (including, but not limited to,
copyright, trademark, and other intellectual property laws). You are not permitted to copy, redistribute,
publish, use, or take any other action with respect to the SHELP Marketplace Platform (or any portion
thereof) except for the limited usage rights granted to you in the Section titled “License, Use and
Restrictions for Platform”. You do not acquire any ownership or other rights to the SHELP Marketplace
Platform (including to any content, text, images, software, graphics, code, compilation, or the design,
selection, or arrangement thereof).
For the avoidance of doubt, SHELP’s name, trademarks, logos, and all related names, logos, products,
services, offerings, designs, and slogans shall be deemed the property of SHELP and you must not use
any of the foregoing without the prior written consent of SHELP.
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The SHELP Marketplace Platform may allow you to store, submit, communicate, or upload content or
information (“Transmitted Information”). If you store, submit, communicate, or upload any Transmitted
Information, you represent and warrant that: (i) you own or otherwise have obtained all necessary rights,
consents, authorizations, licenses, and permissions to store, submit, communicate, or upload the
Transmitted Information (and for SHELP to use and process any such Transmitted Information as set
forth in these Terms, any supplemental terms, and as otherwise set forth in the Privacy Policy); (ii) the
Transmitted Information is accurate and does not violate any laws, rules, or regulations; and (iii) the
Transmitted Information will not violate or infringe (and will not cause SHELP to violate or infringe) any
third party’s rights (including, but not limited to, any right of publicity or right of privacy). Additionally,
by storing, submitting, communicating, or uploading any Transmitted Information, you hereby grant to
SHELP a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable, transferable,
non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, display, store, distribute,
publicly perform, and create derivative works from and otherwise exploit all Transmitted Information that
you store, submit, communicate, or upload to the SHELP Marketplace Platform in any manner and for
any purpose. SHELP will have no obligation to compensate you or provide you with attribution in
connection with any such rights.
If you choose to provide input, suggestions, or other feedback regarding the SHELP Marketplace
Platform, then you hereby grant SHELP a perpetual, irrevocable, worldwide, royalty-free, fully-paid,
sublicensable, transferable, non-exclusive right and license to exploit such input, suggestions, or other
feedback in any manner and for any purpose, including to improve the SHELP Marketplace Platform and
create other products and services. We will have no obligation to compensate you or provide you with
attribution for any such input, suggestions or other feedback.
XI. DISCLAIMERS
SHELP shall use commercially reasonable efforts to provide continuous access to the SHELP
Marketplace Platform pursuant to these Terms. SHELP does not guarantee that the SHELP Marketplace
Platform will be accessible at all times. The SHELP Marketplace Platform may be unavailable during
maintenance periods or during any emergency. In addition to normal maintenance, there may be events
that will make the SHELP Marketplace Platform inaccessible for a limited amount of time due to
unforeseen circumstances. SHELP reserves the right to change your password if SHELP believes it is not
secure. SHELP has the right to refuse access to the SHELP Marketplace Platform. SHELP has right to
cease offering the SHELP Marketplace Platform (or any portion thereof) at any time and in SHELP’s sole
discretion.
THE SHELP MARKETPLACE PLATFORM (INCLUDING, BUT NOT LIMITED TO, THE SITE AND
MOBILE APP) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ALL WARRANTIES AND
REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT AND ALL OTHER SIMILAR WARRANTIES ARE HEREBY
EXPRESSLY DISCLAIMED. IN ADDITION, SHELP MAKES NO REPRESENTATION,
WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY,
SECURITY, SUITABILITY, OR AVAILABILITY OF THE SHELP MARKETPLACE PLATFORM OR
ANY SERVICES OR PRODUCTS PURCHASED OR RECEIVED THROUGH THE SHELP
MARKETPLACE PLATFORM (INCLUDING ACADEMIC SERVICES), OR THAT THE SHELP
MARKETPLACE PLATFORM WILL BE UNINTERRUPTED, AVAILABLE OR OPERATIONAL AT
ANY PARTICULAR TIME, OR THAT IT WILL BE ERROR-FREE OR VIRUS-FREE.
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SHELP DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF ANY
ACADEMIC SERVICES OR ANY INTERACTIONS BETWEEN STUDENTS AND SERVICE
PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE
SHELP MARKETPLACE PLATFORM OR ANY PROVISION OR RECEIPT OF ACADEMIC
SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW. FOR THE AVOIDANCE OF DOUBT, SHELP HAS NO LIABILITY OR
RESPONSIBILITY FOR THE ACADEMIC SERVICES.
XII. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS TO THE CONTRARY AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE
LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO EVENT SHALL SHELP (OR ANY OF ITS
AFFILIATES, LICENSORS, OR ANY OF SHELP’S SERVICE PROVIDERS) BE LIABLE TO YOU
FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PAIN AND SUFFERING,
BODILY INJURY, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES) ARISING OUT OF OR
RELATED TO THESE TERMS OR THE SUBJECT MATTER HEREOF (INCLUDING, BUT NOT
LIMITED TO, THOSE RELATING TO THE SHELP MARKETPLACE PLATFORM OR ANY
ACADEMIC SERVICES), WHETHER OR NOT FORESEEABLE AND EVEN IF SHELP HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE SHELP FROM
ANY AND ALL SUCH EXCLUDED DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF
SHELP (AND ITS AFFILIATES, LICENSORS, AND SHELP’S SERVICE PROVIDERS) TO YOU
(WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR BY STATUTE OR
OTHERWISE) FOR ANY MATTER RELATED TO THESE TERMS OR THE SUBJECT MATTER
HEREOF SHALL NOT IN THE AGGREGATE EXCEED THE LESSER OF (A) (I) WHERE YOU ARE
A ”STUDENT”, THE TOTAL AMOUNT OF THE “STUDENT TRANSACTION FEES” PAID BY
YOU TO SHELP THROUGH THE SHELP MARKETPLACE PLATFORM DURING THE SIX (6)
MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR (II)
WHERE YOU ARE A “SERVICE PROVIDER”, THE TOTAL AMOUNT OF THE “SERVICE
PROVIDER TRANSACTION FEES” PAID BY YOU TO SHELP THROUGH THE SHELP
MARKETPLACE PLATFORM DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE
EVENT GIVING RISE TO THE LIABILITY AND (B) IN ALL CIRCUMSTANCES (REGARDLESS
OF WHETHER YOU ARE A “STUDENT”, “SERVICE PROVIDER”, OR OTHERWISE) ONE
HUNDRED AND FIFTY DOLLARS ($150).
THE LIMITATIONS ON TYPES AND AMOUNTS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHELP AND YOU.
THE SHELP MARKETPLACE PLATFORM WOULD NOT BE PROVIDED WITHOUT SUCH
LIMITATIONS. EACH OF THE LIMITATIONS ON TYPES AND AMOUNTS OF DAMAGES IS
SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE
LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM SHELP THROUGH THE SHELP MARKETPLACE PLATFORM OR OTHERWISE
SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY
STATED IN THESE TERMS.
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XIII. INDEMNIFICATION
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SHELP, ITS AFFILIATES, AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, SHAREHOLDERS,
EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AND AGENTS FROM AND AGAINST
ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, COSTS,
DAMAGES, DEFICIENCIES, JUDGMENTS, LIABILITIES, PENALTIES, FINES, ASSESSMENTS,
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS OF
LITIGATION) WHICH THEY OR ANY OF THEM SUFFER OR INCUR RESULTING FROM, BY
REASON OF, ARISING OUT OF OR IN CONNECTION WITH: (I) PERSONAL INJURY, BODILY
INJURY (INCLUDING FATAL INJURY TO), OR LOSS OF OR DAMAGE TO THE PROPERTY OF,
ANY PERSON OR ENTITY WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY
DAMAGE TO A STUDENT’S OR SERVICE PROVIDER’S PROPERTY), (II) ANY BREACH BY
YOU OF ANY REPRESENTATION, WARRANTY, AGREEMENT, OBLIGATION, OR COVENANT
MADE BY YOU TO SHELP, (III) YOUR USE OF THE SHELP MARKETPLACE PLATFORM
(INCLUDING ANY MISUSE, UNAUTHORIZED USE, OR NEGLIGENT USE THEREOF), (IV) ANY
TRANSMITTED INFORMATION, (V) YOUR PROVISION OR RECEIPT OF ANY ACADEMIC
SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY INACCURATE LISTINGS FOR
ACADEMIC SERVICES OR IMPROPERLY PERFORMED ACADEMIC SERVICES), (VI) ANY
DISPUTE BETWEEN YOU AND ANOTHER PARTICIPANT IN THE SHELP MARKETPLACE
PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE BETWEEN A STUDENT AND
SERVICE PROVIDER RELATING TO ACADEMIC SERVICES), OR (VI) ANY OTHER DISPUTE
BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, YOUR
ACADEMIC INSTITUTION). SHELP MAY PARTICIPATE, AT ITS OWN EXPENSE, IN THE
DEFENSE OF ANY SUCH CLAIM, LITIGATION, OR OTHER PROCEEDING AND SHALL HAVE
THE RIGHT TO RETAIN ITS OWN COUNSEL. YOU SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF SHELP, EFFECT ANY SETTLEMENT OR COMPROMISE OF ANY
PENDING OR THREATENED CLAIM, LITIGATION, OR OTHER PROCEEDING IN RESPECT OF
WHICH SHELP OR ANY OTHER LISTED INDEMNITEE COULD HAVE BEEN A PARTY AND
INDEMNITY COULD HAVE BEEN SOUGHT UNDER THESE TERMS. SHELP RESERVES THE
RIGHT, AT SHELP’S OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL
OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU (WITHOUT
LIMITING YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THAT MATTER),
AND IN THAT CASE, YOU AGREE TO COOPERATE WITH SHELP’S DEFENSE OF THOSE
CLAIMS.
XIV. DISPUTES
If any claim, cause of action, controversy, proceeding, or other dispute arises between you and SHELP
relating to these Terms or the SHELP Marketplace Platform (a “Dispute”), you agree to first give notice
to SHELP and engage in good faith negotiations to attempt to resolve any such Dispute for at least 14
days, except that you or SHELP may skip this informal negotiation procedure for any Dispute enforcing,
protecting, or concerning the validity of intellectual property rights.
XV. ARBITRATION
THIS SECTION TITLED “ARBITRATION” SETS FORTH THE TERMS OF AN
ARBITRATION AGREEMENT BETWEEN YOU AND SHELP.
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ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE
CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. YOU AGREE THAT NEITHER YOU NOR
SHELP WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER
PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A
REPRESENTATIVE CAPACITY, AND EACH PARTY HEREBY WAIVES ANY RIGHT TO ASSERT
CONSOLIDATED CLAIMS WITH RESPECT TO ANY DISPUTES SUBJECT TO ARBITRATION
UNDER THESE TERMS OR ANY DISPUTES BETWEEN THE PARTIES. NO ARBITRATION OR
PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN
CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS. ALSO,
YOU AGREE THAT YOU ARE PRECLUDED FROM PARTICIPATING IN OR RECOVERING
RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR
REPRESENTATIVE ACTION BROUGHT AGAINST SHELP BY SOMEONE ELSE.
Agreement to Binding Arbitration and Waiver of Jury Trial
YOU AND SHELP AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF
OR RELATING TO (A) THESE TERMS OR THE EXISTENCE, BREACH, TERMINATION,
ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, OR (B) YOUR ACCESS TO OR
USE OF THE SHELP MARKETPLACE PLATFORM, WHETHER BEFORE OR AFTER THE DATE
YOU AGREED TO THE TERMS, WILL BE SETTLED BY BINDING ARBITRATION BETWEEN
YOU AND SHELP, AND NOT IN A COURT OF LAW.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND SHELP ARE EACH WAIVING THE RIGHT
TO A TRIAL BY JURY. HOWEVER, YOU AND SHELP EACH RETAIN THE RIGHT TO BRING AN
INDIVIDUAL ACTION TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF
COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT,
MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE
SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BREACH OF
CONFIDENTIALITY, OR OTHER BREACH OF THESE TERMS FOR WHICH EQUITABLE RELIEF
MAY BE AVAILABLE.
Rules & Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance
with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related
Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA
Rules are available at https://adr.org/Rules or by calling the AAA at 1-800-778-7879. Unless both you and
SHELP otherwise agree in writing, any arbitration will be conducted only on an individual basis and not
in a class, collective, consolidated, or representative proceeding.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency,
shall have exclusive authority to resolve any disputes relating to the interpretation, applicability,
enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this
Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all
threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or
illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge
that this Arbitration Agreement evidences a transaction involving interstate commerce and that the
Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and
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proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all
state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any
issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be
resolved under the laws of the State of Delaware.
Process
A party who desires to initiate arbitration must provide the other party with a written Demand for
Arbitration as specified in the AAA Rules, which must also include a detailed description of the party’s
claim against the other party, the amount of damages sought to be recovered, and a copy of these Terms.
(The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by
calling the AAA at 1-800-778-7879). The parties agree that one (1) arbitrator shall arbitrate the dispute.
The Arbitrator will be either a retired judge or an attorney and will be selected by the parties from the
AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within
seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in
accordance with the AAA Rules.
Location and Procedure
Unless you and SHELP agree otherwise, the arbitration will be conducted in Tucson, Arizona. If either
party’s claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of
documents you and SHELP submit to the Arbitrator, unless either party requests a hearing, or the
Arbitrator determines that a hearing is necessary. If a party’s claim exceeds $25,000, the right to a hearing
will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion
to direct a reasonable exchange of information by you and SHELP, consistent with the expedited nature of
the arbitration.
Arbitrator’s Decision
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the
arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator will
have no authority to award consequential, punitive, or other damages to the extent prohibited by these
Terms (including that such Arbitrator may not award direct or other damages that exceed the limitations
for such damages as set forth in these Terms) and will have no authority to award other monetary relief
not measured by the prevailing party’s actual damages and each party irrevocably waives any claim
thereto. The award may include equitable relief. The Arbitrator will not make any ruling, finding, or
award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition
relative to all or some of the issues, provided that the responding party has had an adequate opportunity to
respond to any such application for such disposition. Only declaratory or injunctive relief may be awarded
by the Arbitrator in favor of the claimant and only to the extent necessary to provide relief warranted by
the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An
Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you
prevail in arbitration you will be entitled to an award of reasonable attorneys’ fees and expenses, to the
extent provided under applicable law. The parties agree to treat all aspects of the arbitration as
confidential, as provided in the AAA Rules. Before making any disclosure permitted by the rules, a party
shall give written notice to the other party and afford such party a reasonable opportunity to protect its
interests.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in
the AAA Rules.
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Changes
Notwithstanding the aforementioned provisions of this Section titled “Arbitration” regarding consent to
be bound by amendments to these Terms, if SHELP materially changes the terms of this Section titled
“Arbitration” after the date you first agreed to the Terms, you may reject any such change by providing
SHELP written notice of such rejection within 30 days of the date such change became effective. This
written notice must be provided either (a) by mail addressed to SHELP at 947 North Park Avenue,
Tucson, Arizona 85719 Attn: Legal Department, or (b) by email from the email address associated with
your Account to support@shelp.xyz. In order to be effective, the notice must include your full name and
clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are
agreeing that you will arbitrate any dispute between you and SHELP in accordance with the provisions of
this Arbitration Agreement as of the date you first agreed to the Terms (or agreed to any subsequent
changes to the Terms).
No Ef ect on Separate Agreement
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WITH RESPECT TO
“SERVICE PROVIDERS”, NOTHING IN THESE TERMS SHALL SUPERSEDE, AMEND, OR
MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND SHELP
RELATING TO YOUR WORK AS AN INDEPENDENT CONTRACTOR.
Severability and Survival
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason,
then: (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the
unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration
Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis
pursuant to the Arbitration Agreement; and, (iii) to the extent that any claims must therefore proceed on a
class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of
competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be
stayed pending the outcome of any individual claims in arbitration.
XVI. OTHER PROVISIONS
Choice of Law
These Terms, your use of the SHELP Marketplace Platform, and any dispute you may have with SHELP
(including any dispute related to these Terms or the SHELP Marketplace) shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware,
except as may be otherwise provided in the above Arbitration Agreement. Where permitted under this
Section titled “Arbitration”, you agree to irrevocably submit in any legal proceeding relating to these
Terms to a court of competent jurisdiction sitting in Tucson, Arizona. The foregoing choice of law and
forum selection provisions do not apply to the arbitration clause in the Section titled “Arbitration” or to
any arbitrable disputes as defined therein. Instead, as described in the Section titled “Arbitration”, the
Federal Arbitration Act shall apply to any such disputes.
General
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These Terms, including, but not limited to, the Privacy Policy (and updates to these Terms and the Privacy
Policy), and any other terms agreed to in writing by the parties or by way of your use of the SHELP
Marketplace Platform shall constitute the entire and exclusive understanding and agreement between you
and SHELP regarding this subject matter, and shall supersede any and all prior or contemporaneous
representations or understandings relating to this subject matter. The headings of sections and paragraphs
in these Terms are for convenience only and shall not affect its interpretation. You may not assign,
transfer or convey these Terms, in whole or in part, or your Account without SHELP’s prior written
approval. SHELP may assign, transfer, or convey these Terms, in whole or in part, without your consent.
Any purported assignment, transference, or conveyance in violation of this section shall be of no power or
effect. No joint venture, partnership, employment, or agency relationship exists between you, SHELP or
any third-party provider as a result of these Terms or your use of the SHELP Marketplace Platform. If any
provision of these Terms are held to be invalid or unenforceable, such provision shall be struck and the
remaining provisions shall be enforced to the fullest extent under law. SHELP’s failure to enforce any
right or provision in these Terms shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by SHELP in writing. This provision shall not affect the “Severability and
Survivability” section of the Arbitration Agreement of these Terms. Applicable provisions of these Terms
will continue in effect after termination or expiration of your Account or these Terms to the extent
necessary, including those for billing adjustments and payments, indemnification, limitations of liability,
and dispute resolution. SHELP’s rights under these Terms shall survive any termination of these Terms.
Communications
By creating an Account or otherwise giving SHELP any contact information, you acknowledge that
SHELP may send you communications, including via email, text message, calls, and push notifications to
the cellular telephone number you provided to SHELP. These communications may include transactional
and purchase related communications relating to your use of the SHELP Marketplace Platform or the
provision or receipt of Academic Services. Message and data rates may apply.
End User License Agreement (EULA) for Shelp
THIS AGREEMENT is between you, either an individual or entity ("You" or the "User") and Shelp Inc.
("We", "Us", or "Our"), incorporated under the laws of Delaware. By installing, accessing, or using the
Shelp application (the “App''), you expressly acknowledge and agree to be bound by the terms and
conditions of this EULA.
License Grant: Subject to the terms of this EULA, Shelp Inc. hereby grants you a non-limited,
non-exclusive, non-transferable, revocable license to use the App solely for your personal,
non-commercial use. This license is subject to immediate revocation upon any breach of the provisions of
the Terms of Service (TOS) or this EULA.
User Generated Content (UGC): You expressly acknowledge and agree that you waive any and all
ownership rights to any content you create or upload on the App. Shelp Inc. is granted an unrestricted,
irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and
distribute such content, and has the
right to freely use and allow others to use any feedback, suggestions, or recommendations you provide
regarding the App.
Prohibited Uses: The App shall not be used in any way that:
● Violates any provision of the TOS or this EULA.
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● Is for the purpose of reverse engineering, decompiling, or creating derivative works of the App.
● Utilizes external payment systems, including but not limited to PayPal, Venmo, Zelle, and Cashapp, in
an
effort to bypass Shelp’s internal payment system. Breach of this provision may result in immediate
suspension or termination of your account without notice.
Termination: We reserve the unilateral right, at our sole discretion, to terminate this EULA and your
access to the App should you fail to comply with any provision of this EULA. Upon termination, all
licenses granted herein shall cease, and you must cease all use of the Software. All user data and UGC
may be retained by Shelp Inc. and becomes its sole property upon termination.
Warranties and Disclaimers: Shelp Inc. warrants the proper processing of payments within its control. In
the event of inadequate services as solely determined by the requestor, a full refund shall be issued.
Notwithstanding the foregoing, Shelp Inc. reserves the right to determine, in its sole discretion, the
applicability of these warranties on a case-by-case basis. Except as expressly stated herein, the App is
provided on an "as-is" basis without any other warranties or conditions, express or implied, including, but
not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a
particular purpose, or those arising by law, statute, usage of trade, or course of dealing.
Limitation of Liability: Under no circumstances shall Shelp Inc., its directors, officers, employees, or
agents be liable for any indirect, special, incidental, or consequential damages, including, without
limitation, lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the
use or inability to use the App, even if Shelp Inc. has been advised of the possibility of such damages.
Data Collection on User Generated Content (UGC):
You expressly acknowledge and agree that in order to provide a secure and safe community for all Shelp
users, we collect specific data related to user-generated content. This includes but is not limited to data
on:
● Profile setup
● Profile screen
● Messages exchanged within the App
● Shelp request submissions
● Shelp application information
● Such data collection is instrumental in ensuring that users and user-generated content are compliant
with
the stipulations outlined in our Terms of Service and this EULA. It assists us in identifying, preventing,
and addressing any potential violations, malicious activities, or risks to the community.
In addition to the data collection practices outlined in this section, we collect other types of data as
described in our Terms of Service under "Privacy". By continuing to use the App, you consent to our data
collection practices as described herein and in our Terms of Service.
Updates: We may, at our discretion, release updates, patches, fixes, or enhancements to the App. Upon
any change to this EULA, you will be prompted to review and reaffirm your agreement to the updated
terms.
Third-party Integrations: The App is integrated with services provided by third parties, including Stripe
and Google Firebase. Your use of these services is subject to the respective terms and conditions and
privacy policies of these third-party providers.
Dispute Resolution: Any disputes arising out of or in connection with this EULA shall be exclusively
resolved by binding arbitration in Delaware under the rules of the American Arbitration Association.
Governing Law: This EULA shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to its conflicts of law principles.
By clicking “I Accept”, you signify your express consent to all terms outlined in both this Terms of
Service and End User License Agreement