Terms of Use

Terms of Use Agreement

Last Updated March 20, 2020

 

Please read these terms of use and conditions (the “Terms”) carefully. These terms constitute a binding legal agreement between the merchant, and The Timely Help, LLC, d/b/a The Timely Help (this “Agreement”). The website (hereinafter defined) and its related services shall hereinafter collectively be referred to as the “website.” by using our website, the Merchant unconditionally agrees to be bound by these terms, including all exclusions and limitations of liability herein, and warrant that the Merchant has full authority and capacity to enter into this agreement, whether legal or otherwise. If the Merchant does not have such authority, or if the Merchant does not agree with any of the terms of the agreement, the Merchant must not accept the agreement and should not use our website. The Timely Help website, in its sole and absolute discretion, may modify the terms of this agreement from time to time. If the Merchant does not wish to accept the new terms, its sole remedy, and The Timely Help website’s sole liability, shall be merchant’s termination of this agreement

By accessing or using the website, “you”, as a “Merchant,” agree to be bound by this Agreement.  The Timely Help LLC, a Texas LLC d/b/a The Timely Help (“The Timely Help LLC,” “TheTimelyHelp.com,” “us,” “we,” “our” or “Company”) (collectively, the “Parties”) provides the website information and services to the Merchant, conditioned upon Merchant’s acceptance and without modification of the terms, conditions, and notices contained herein. The Merchant’s use of this website constitutes the Merchant’s agreement to all terms, conditions and notices, including, but not limited to, our Privacy Policy and Terms of Use.

 

BY VISITING THETIMELYHELP.COM WEBSITE OR ANY PART THEREOF, MERCHANT CONSENT TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “TERMS”).  MERCHANT REPRESENT THAT IF MERCHANT IS AN INDIVIDUAL AND NOT DOING BUSINESS UNDER THE AUSPICES OF A LEGAL ENTITY, THEN SUCH INDIVIDUAL MERCHANT MUST AGREE THAT THEY ARE OVER 18 YEARS OLD.  IF MERCHANT DOES NOT HAVE SUCH AUTHORITY, OR IF MERCHANT DOES NOT AGREE WITH ANY OF THE TERMS OF THE AGREEMENT, MERCHANT MUST NOT ACCEPT THE AGREEMENT AND SHOULD NOT USE OUR WEBSITE. THE TIMELY HELP MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME AND FOR ANY REASON.  BY AGREEING TO THESE TERMS, MERCHANT ACKNOWLEDGE THAT MERCHANT HAS ACCEPTED AND AGREE TO BE BOUND BY SUCH REVISED AND UPDATED TERMS.  

 

THEREFORE, Merchant agree to the following terms and conditions:

 

SECTION 1. Defined Terms

As used in this Agreement, The Timely Help, these terms have the following definitions:

 

1.1  “Agreement” has the meaning assigned in the preamble above.

1.2  “Client” refers to the person who buys the Electronic Gift Card.

1.3  “Client Agreement” means the agreement between the Merchant and the Client who bought the Electronic Gift Card through the The Timely Help website.

1.4  “CMS” means the content management system provided by The Timely Help to all Merchants to access and manage their sale transactions.

1.5  “Company,” “our,” “us,” or “we,” has the same meaning assigned in the preamble above.

1.6  “e-Gifts” refers to the Merchant’s products and/or services that are available to the Client through our website.

1.7  “Intellectual Property Rights” or “IPR” refers to the laws of any country or jurisdiction in or outside of the United States that are confirmed by law, which includes statues that have been re-enacted or amended.  This includes equity, civil law, common law, or otherwise in connection to any discovery, dramatic work, literary work, musical work, invention, artistic work, trademark, service mark, copyright, database, design (includes 2D or 3D), confidential information, trade secret, semiconductor topography, know-how, material forms, or otherwise as it can be stored, recorded, or embodied in forms encompassing transient or electronic mediums, and as such it includes all applications of rights and all extensions for renewal of rights.

 

1.8  “Liability” means responsibility for or cause of one or more actions which result in injury and includes: breach of statutory duty, dereliction of duty, breach of contract, misrepresentation, restitution or any other cause that relates to or arises from any association with this Agreement.

1.9  “Limitation of Liability” means the limits of our liability to the Merchant.

1.10  “Merchant” means the person who sells goods and services through our website in Electronic Gift Card form to a Client.

1.11  “Merchant Information” means any content, data, or information given by the Merchant through any form (print, electronic, or otherwise), whether or not the information is Merchant owned, given by the Merchant to The Timely Help, uploaded to the TheTimelyHelp.com website for any other purpose, or whether related directly or indirectly to the Merchant’s authority.

1.12  Policy” or “Policies” refers to any policy which may be available to the Merchant by The Timely Help website, including, but not limited to, the content and style guides.  Company, in its sole and absolute discretion, will notify Merchants through the CMS system regarding its policies and changes.

1.13  “Service” or “service,” whether in the plural or not, means all services provided by us or otherwise made available by us to Merchant through the website.

1.14  “Sign-up” or “Register” is synonymous with the creation of a The Timely Help account on the TheTimleyHelp.com website.

1.15  “Terms” means the terms and conditions in this Agreement, or any amended versions made by us and posted in the same manner as these.

1.16  “Electronic Gift Card” refers to an electronic form redeemable for services and/or goods that are created and sold through the TheTimelyHelp.com website and that a Client may buy from a Merchant.  This Electronic Gift Card entitles the person receiving the Electronic Gift Card to exchange it for goods and/or services that are worth the same amount outlined on the Electronic Gift Card given by the Merchant.  This Electronic Gift Card is subject to the Terms hereof.

1.17  “Website” refers to the website www.TheTimelyHelp.com.

1.18  “TheTimelyHelp.com Merchant Account” means the content management system provided by us to the Merchant.

1.19  “Payment Access” refers to all information required by us in order to setup Merchant’s TheTimelyHelp.com account.  The information includes Merchant’s username, password and any other information required by us.

 

SECTION 2. BASIC TERMS AND CONDITIONS

2.1  About Us.  The Timely Help LLC, is the owner and operator of the TheTimelyHelp.com website, and our Company is registered in the United States of America at: 4830 Cedar Springs Rd 24 Dallas TX.

2.2  Services We Provide.  We provide the following services:

The Timely Help platform provides services through the TheTimelyHelp.com Website.

We provide Electronic Gift Card services through the TheTimelyHelp.com platform. The Electronic Gift Cards for the Merchant are created by us and may be redeemed by Clients for Merchant’s services, goods or products.

We act as a liaison or intermediary between the Merchant and Client.

2.3  The Timely Help is Not a Merchant.  The TheTimelyHelp.com is a sales engine, and as such, The Timely Help acts as a liaison or intermediary between the Merchant and the Client.  Any products or services are solely owned and supplied by the Merchant, not The Timely Help.

2.4  Electronic Communications and Marketing.  When the Merchant uses the TheTimelyHelp.com website or sends e-mails to The Timely Help, the Merchant is electronically communicating with The Timely Help LLC. The Merchant consents to receive electronic communications related to Merchant’s use of the TheTimelyHelp.com website. The Timely Help LLC will communicate with the Merchant by e-mail or by posting notices on the TheTimelyHelp.com website.  The Marchant agrees that all agreements, notices, disclosures and other communications that are provided to the Merchant electronically satisfy any legal requirement that such communications be in writing.  All notices from The Timely Help LLC intended for receipt by a Merchant shall be deemed delivered and effective when sent to the e-mail address the Merchant provides through the website.  In order to serve the Merchant better, e-mail communications for contract and administrative purposes are necessary to operate a Merchant’s account. The Merchant may choose to unsubscribe from the TheTimelyHelp.com website and any electronic communications from us at any time.

2.5  Use of Our Services.  Access is not permissible through any proprietary program such as, spider, robot, site search, and retrieval applications or any other system, device that can scan, indexes or data mines in our website and content.  Acceptable use of access to our website is through trusted, standard web devices and browsers or similar consumer applications.  Spiders may be used to copy materials from the website through search engines for the website to be found by users and will not be created to store the content in any type of archive.  We reserve the right for this Agreement to be revoked, terminated, or suspended by us at any time and without incurring any liability to the Merchant or the Client.  It is in our sole and absolute discretion to prohibit the Merchant or the Client from using our website and Services at any time and for any reason whatsoever.

2.6  Client Agreement.  The Client has read and understood all terms of the Agreement between the Merchant and any Client or a prospective Client.  The Merchant agrees that all purchases and transactions of an Electronic Gift Card by a Client are subject to this agreement. By acknowledging this Agreement, the Merchant understands that Merchant’s goods, service or products are available to the Client indefinitely, unless the business ceases to exist, or is otherwise covered in this Agreement.

2.7  Removal of Terms and Conditions.  The updated Terms are available at www.TheTimelyHelp.com. The Merchant acknowledges and agrees that The Timely Help LLC may, in its sole and absolute discretion, modify, add or remove any portion of these Terms at any time, and in any manner, by posting revised Terms on the website.  The Merchant shall not amend or modify these Terms under any circumstance.  It is the Merchant’s responsibility to periodically check for any changes we make.  If the Merchant continues to use the website after any changes to the Terms have been made, the Merchant automatically accepts the changes.

 

SECTION 3. Limitation of Liability

The Merchants whose products and services are available on the TheTimelyHelp.com website are independent contractors and not agents or employees of The Timely Help, LLC. The Timely Help, LLC, is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Merchants or for any personal injuries, death, property damage, or other damages arising out of such acts or omissions. Such damages shall also include, but not be limited to, any loss of goodwill, loss of contracts, loss of business, loss of reputation, loss of revenue, loss of actual or anticipated profits, loss of opportunity, loss of anticipated savings, loss of interest or consequential or special loss (foreseeable, known, or otherwise), loss of the use of money, loss of damage, corruption, data use or loss of expenses resulting therefrom.  Our total liability to the Merchant or any other party shall in no circumstance exceed, in aggregate, a sum of more than 1 dollar even ($1.00).

 

Merchant acknowledges and agrees that the Merchant assumes full responsibility for the following:

 

Merchant’s use of the website for any The Timely Help, LLC, communications with third-parties,

Merchant’s purchase and use of the products and services that are available through the website;

any information the Merchant sends or receives during Merchant’s use of the website may not be secure, and may be intercepted by unauthorized parties;

Merchant’s use of our website is at Merchant’s own risk;

the website is made available to the Merchant at no charge, as such the Merchant acknowledge and agree that, to the fullest extent permitted by applicable law (including, without limitation, consumer protection law), neither The Timely Help, LLC, nor its licensors or providers will be liable for any direct, indirect, punitive, exemplary, incidental, special, consequential or other damages arising out of or in any way related to:

the website, or any other website or resource the Merchant accesses through a link from the website;

any action we take or fail to take as a result of communications the Merchant sends to us;

any products or services made available or purchased through the website, including any damages or injury arising from any use of such products or services;

any delay or inability to use the website or any information, products or services advertised in or obtained through the website;

the modification, removal or deletion of any content submitted or posted on the website; or

any use of the website, whether based in contract, tort, strict liability or otherwise, even if The Timely Help, LLC, has been advised of the possibility of damages.

it is Merchant’s responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the website or obtained from a linked website or resource. This disclaimer applies, without any limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, loss of profits by the Merchant, or theft, destruction, unauthorized access to, alteration of, loss or use of any record or data, and any other tangible or intangible loss.

neither The Timely Help, LLC, nor its licensors, suppliers or third-party content providers shall be liable for any defamatory, offensive or illegal conduct of any user of the website.

Merchant’s sole remedy for any of the above claims or any dispute with The Timely Help, LLC, is to discontinue Merchant’s use of the TheTimelyHelp.com website.

The Merchant and The Timely Help, LLC, agree that any cause of action arising out of or related to the website must commence within one (1) year after the cause of action accrues or the cause of action is permanently barred. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, all or a portion of the above limitation may or may not apply to the Merchant.

SECTION 4. Eligibility and Merchant’s Responsibilities

4.1  Who Can Use Our Services.  Our Services cannot be used by minors or other suspended Merchants. If any Merchant is an individual and not doing business under the auspices of a legal entity, then such individual Merchant must agree that the Merchant are over 18 years old; The Merchant may not use our website if the Merchant does not meet these criteria.  We reserve the right to suspend or refuse access to anyone who does not abide by this Agreement or abuses the rights related to the website.

 

4.2  Compliance.  The Merchant represents and warrants that the Merchant has full right and authority to use our Services and to be bound by these Terms.  The Merchant agrees that the Merchant will fully comply with all applicable laws, regulations, statutes, ordinances and the Terms herein. The Merchant agrees that all the information the Merchant provided us when the Merchant signed-up on the website is accurate, and if any changes occur, the Merchant will notify us immediately or within a reasonable time. The Merchant promises the Merchant shall not defraud or attempt to defraud, The Timely Help, LLC, or other users. The Merchant promises the Merchant shall not act in bad faith when using our Services. If The Timely Help, LLC determines that the Merchant acted in bad faith and in violation of any of these Terms, or if The Timely Help, LLC determines that Merchant’s actions fall outside of reasonable community standards, The Timely Help, LLC may, at its sole and absolute discretion, terminate Merchant’s Account and/or prohibit the Merchant from using our Services.  The Merchant agrees that the Merchant shall not:

Visit the website, create an Account, or access or use any part of the Service if the Merchant is an individual under the age of 18;

Use the Service for any commercial purpose or for the benefit of any third party in a manner not permitted by these Terms;

Attempt to probe, scan or test the vulnerability of any The Timely Help, LLC system or network or breach any security or authentication measures;

Access, tamper with or use non-public areas of the Service, The Timely Help, LLC computer systems, or the computer systems of our providers or partners;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by The Timely Help, LLC or any of our providers or any other third-party (including another user) to protect the Service or any part thereof;

Attempt to use the Service on or through any platform or service that is not authorized by The Timely Help, LLC;

Post, upload, publish, submit, provide access to or transmit any User Content that:

infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability;

is fraudulent, false, misleading or deceptive;

is defamatory, obscene, pornographic, vulgar or offensive;

promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

is violent or threatening or promotes violence or actions that are threatening to any other person; or

promotes illegal or harmful activities or substances.

Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancellous, corrupted files or data, or any other similar software or programs that may damage the operation of the Service or the computers of other users of the Service;

Develop, distribute, use, or publicly inform other members of cheats, automation software, bots, hacks, mods or any other unauthorized third-party software or applications;

Exploit, distribute or publicly inform other users of the Service of any game error or bug which gives users an unintended advantage;

Use “virtual items” in a manner that violates these Terms, including transferring or selling virtual items or fraudulently obtaining or acquiring virtual or other products or services;

Attempt to interfere with, intercept or decipher any transmissions to or from the servers for the Service;

Interfere with, or attempt to interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service; or

Encourage or enable any other individual or group to do any of the foregoing.

4.4  Electronic Gift Card Values.  The Merchant has the discretion to sell Electronic Gift Cards worth $5 to $100,000 from the services we provide on our platform.

4.5  Insurance.  The Merchant shall maintain at all times, and at its own expense, the required insurance in relation to its business. The Timely Help website, at any time and in its sole and absolute discretion, may ask the Merchant to provide proof of its insurance or any certificates.

 

SECTION 5. Payment Gateway and Service Usage Rules

5.1  Merchant Fee.  The Timely Help, LLC. shall charge each Merchant a payment processing fee that’s charged by Stripe payment gateway services we use. The charge will be applicable for each sales transaction processed through the TheTimelyHelp.com website. The Timely Help reserves the right to require payment of fees for certain features of the thetimelyhelp.com website and Service. Should Merchant elect to subscribe to such features, Merchant shall pay all applicable fees, as described on the websites in connection with such features. The Timely Help reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to Merchant, which may be sent by email or posted on the website. Use of the thetimelyhelp.com website and Service by Merchant following such notification constitutes Merchant’s acceptance of any new or increased charges.

5.2  No Refund.  Merchant understands and acknowledges that all Electronic Gift Card purchases by any Client shall be final.

5.3  No Warranties.  The Timely Help, LLC. provides no representation or warranty that the TheTimelyHelp.com Account, Payment Gateway Services or Integration will be free from errors, viruses, malicious code or any other element of data that may have a harmful effect on any technology.  The Merchant shall accept that while The Timely Help, LLC. will use its best efforts to ensure that the Payment Gateway free from error, no guarantee can be made.

5.4  Transmission of Information.  The Merchant acknowledges that the transmission of information via the Internet is not completely secure and there is always a risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside of our control, and that it is impossible to provide our Services entirely free of fault at all times.

 

5.5  Access restriction.  Merchant’s access to the TheTimelyHelp.com website and our Services may occasionally be restricted due to technical issues or to allow for repairs, maintenance or the introduction of new website functions or Services.  We will attempt to restore access as soon as is reasonably practicable.

SECTION 6. Website and Service Usage Rules

6.1 Service Updates. The Merchant acknowledges and agrees that The Timely Help, LLC may update the Service with or without notifying the Merchant. The Timely Help, LLC may require that Merchant accepts certain updates to the Service and the Merchant may also need to update third-party software from time to time to receive the Service. The Timely Help, LLC conducts maintenance work on its system from time to time and a portion, or sometimes all, of the Service features will not be available during these maintenance periods.  The Merchant also acknowledges and agrees to the following:

 

The Timely Help website is a marketing platform that allows access to Merchants to sell preset value Electronic Gift Cards to its customers. The Merchants authorizes and appoints The Timely Help as its commercial agent that negotiates the sale between the Merchant and the Client for Electronic Gift Card sales.

Any sale or purchase of an Electronic Gift Card on TheTimelyHelp.com is solely between the Merchant and the Client. The Timely Help takes absolutely no part in these contracts.

The Merchant acknowledges that transmitting information via the Internet is not completely secure, and for reasons outside of our control, we cannot guarantee that electronic means will reach the intended destination. The Merchant acknowledges that it is not possible for us to provide the service free from errors or faults at all times.

6.2 Registration of Accounts.  The Merchant acknowledges and agrees to provide us with accurate and up to date information regarding Merchant’s accounts.  Information we request during Signup or at a later time may include, but is not limited to, business name and address, phone number, e-mail or any other personal information that may be needed to complete Merchant’s Signup. The Merchant agrees that it is solely Merchant’s responsibility to take all steps necessary to protect Merchant’s passwords and log in information that are issued to the Merchant by The Timely Help website.  The Merchant agrees to notify us immediately if Merchant’s account is breached and Merchant’s personal information is compromised.

 

6.3 Intellectual Property Rights.  The Service and all content thereon is protected by copyright, trademark, and other laws of the United States and foreign countries.  Except as expressly provided in these Terms, The Timely Help, LLC, and its licensors exclusively own all right, title and interest in the Service and all content thereon or therein, including all associated intellectual property rights.  The Merchant will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.  The Merchant agrees that The Merchant shall not:

 

Modify, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service without The Timely Help, LLC, express and prior written permission;

Use, display, mirror or frame the Service, or any individual element within the Service;

Use the intellectual property of The Timely Help, LLC or any The Timely Help, LLC licensor, to adapt, modify or create derivative works based on such intellectual property;

Rent, lease, loan, trade, sell or re-sell access to the Service or any information therein, in whole or part; or

Use or reproduce any The Timely Help, LLC licensor, or third-party trademark or logo without the prior express written consent of the owner of such a trademark or logo.

 

6.4  Claims of Intellectual Property Infringement.  The Timely Help, LLC respects the intellectual property of others and we that ask our users to do the same.  The Merchant is hereby notified that The Timely Help, LLC has adopted and reasonably implemented a policy that provides for the termination, in appropriate circumstances, of website users or The Timely Help, LLC members who are repeat copyright infringers.

 

6.5 Termination of Accounts.  The Timely Help, LLC may, in appropriate circumstances, and at its sole and absolute discretion, disable or terminate the accounts or memberships of users who may be infringing the intellectual property of a third-party.  If the Merchant believes that the Merchant’s work has been copied in a way that constitutes copyright infringement, or Merchant’s intellectual property rights have been otherwise violated, please provide The Timely Help, LLC Copyright Agent the following information. To be effective, the notification must be in writing when provided to our Copyright Agent:

 

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that the Merchant claims has been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works at that website;

identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that the Merchant claims is infringing is located on the website;

Merchant’s address, telephone number, and e-mail address;

a statement by the Merchant that the Merchant has a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

a statement by the Merchant, made under penalty of perjury, that the above information in Merchant’s notice is accurate and that the Merchant is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

 

SECTION 7. Accounts and Registration

7.1  Access Account.  Merchant agrees to provide administrative access that TheTimelyHelp.com authorized personnel may use to obtain access to Merchant’s TheTImelyHelp.com account and to complete any necessary steps.

7.2  Security.  Merchant is responsible for the security of all Merchant’s passwords on all of Merchant’s devices that are used in connection with Merchant’s TheTImelyHelp.com Account (which responsibility shall include the obligation to change passwords on a regular basis).  Merchant shall ensure the following:

Merchant shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, are used properly and not disclosed to unauthorized third parties;

Merchant shall inform us immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way;

Merchant shall ensure that Merchant’s TheTimelyHelp.com Account and its content remain entirely confidential and that no other person besides those in the Merchant’s employment has sight of the TheTimelyHelp.com Account or any of its content.

7.3  The Timely Help’s Rights.  The Timely Help reserves the right to do the following:

 

to suspend access to its Services in part or in full if at any time The Timely Help considers that there is or is likely to be a breach of security, in which event The Timely Help will notify the Merchant of the suspension and any steps to be taken by it as soon as reasonably practicable;

to require the Merchant to change any or all of the passwords used by the Merchant in connection with the TheTimelyHelp.com Account, in which event The Timely Help will notify the Merchant of the requirement to change passwords and any further steps to be taken by the Merchant as soon as reasonably practicable; and

to close or suspend Merchant’s user accounts for any reason, with or without cause, and at our sole and absolute discretion.

7.4  Cooperation With Authorities. We shall fully cooperate with any law enforcement agency and other authorities in relation to the disclosure of the identity or location of anyone in breach of this Agreement.

 

7.5  Termination of Agreement.

Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to the account termination.

SECTION 8. Legal Notices

8.1  Address.  Any written correspondences under this Agreement shall be sent by certified mail, return receipt requested, to The Timely Help, LLC at the address stated below:

4830 Cedar Springs Rd 24, Dallas TX 75219

 

8.2  How to Contact Us.  If the Merchant has any questions or comments about these Terms or the website, please contact us by email at hello@TheTimelyHelp.com.  The Timely Help, LLC may update this contact information at any time and without notice to the Merchant.  The Merchant can check our website for the most up to date contact information.

 

SECTION 9. Miscellaneous

9.1  Promotional Offers. From time to time, The Timely Help, LLC may offer special promotional offers that may or may not apply to the Merchant’s TheTimelyHelp.com account. The Merchant agrees to be bound by any additional terms and conditions for these special offers.

9.2  Time is Not of the Essence. Unless stated otherwise in this Agreement or separate writing between TheTimelyHelp.com and the Merchant, time is not of the essence in these Terms.

9.3  No set-off.  All payments made by the Merchant will be made without set-off or counterclaim and will be free and clear of and without deduction for any tax, levy, duty, charge, or holdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount and will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

9.4  Relationship of Parties.  The parties are independent businesses and not principal and agent, partners, co-owners, or employer and employee.

9.5  Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall in no way affect any other provision.  If any court of competent jurisdiction determines any provision of this Agreement to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Agreement.

9.6  Notices.  Notices made under this Agreement will be in writing and sent to the persons and addresses set out on the Website or in the Registration account.  They may be given and will be deemed received by: (1) first-class post: two Business Days after posting; (2) airmail: seven Business Days after posting; (3) hand delivery; facsimile: on receipt of a successful transmission report from the correct number; and e-mail: on receipt of a delivery or read receipt mail from the correct address.

 

9.7  Entire Agreement. This Agreement constitutes the entire Agreement between the parties in relation to its subject matter.

9.8  Rights of Third-Parties. This Agreement is made and entered into for the sole protection and benefit of The Timely Help, LLC, and Merchant.  No other persons or entities have any right of action under this Agreement.

9.9  Waiver. The failure of The Timely Help, LLC to act with respect to a breach of these Terms by the Merchant or others does not waive The Timely Help, LLC’s right to act with respect to subsequent or similar breaches.

9.10  Succession. The terms of this Agreement shall bind and benefit the heirs, legal representatives, successors, and assigns of the parties; provided, however, that the Merchant may not assign this Agreement or assign or delegate any of its rights or obligations without The Timely Help, LLC’s prior written permission.

9.11  Headings.   Section headings are for reference purposes only and do not limit the scope or extent of such section.

9.12  Arbitration and Dispute Resolution.  If a dispute arises under these Terms between the Merchant and The Timely Help, LLC, such dispute shall be resolved, at the filing party’s election, in either a small claims court or if the amount in dispute exceeds the jurisdictional limit of the small claims court, by final and binding arbitration administered by the National Arbitration Forum or the American Arbitration Association, under their rules for consumer arbitrations.  The venue for all disputes arising under these Terms shall be the City of Dallas in the State of Texas.  All disputes in arbitration will be handled solely between the named parties, and not on any representative or class basis.  ACCORDINGLY, THE MERCHANT ACKNOWLEDGES THAT THE MERCHANT MAY NOT HAVE ACCESS TO A COURT (OTHER THAN A SMALL CLAIMS COURT) OR TO A JURY TRIAL.  Notwithstanding any other provision of these Terms, The Timely Help, LLC may resort to court action for injunctive relief at any time in its sole and absolute discretion.  The Merchant is responsible for informing her/him/itself of the laws of Merchant’s jurisdiction and complying with them.

9.13  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the choice of law rules of that state, except to the extent that any of such laws may now or hereafter be preempted by Federal law.  Merchant consents to the jurisdiction of any Federal or State court within the State of Texas submits to venue in such state and also consents to service of process by any means authorized by Federal law or the law of such state.  Without limiting the generality of the foregoing, Client hereby waives and agrees not to assert by way of motion, defense, or otherwise, in such suit, action, or proceeding, any claim that (i) Client is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper.

 

9.14  Waiver of Jury Trial.  To the extent not prohibited by applicable law, merchant hereby knowingly, voluntarily, and intentionally waives any right to trial by jury or of any claim, demand, action, or cause of action based upon or arising under this agreement or in any way connected with or related or incidental to the discussions, dealings, or actions of the parties to this agreement or either of them (whether oral or written) with respect thereto, or to the transactions related thereto, in each case whether now existing or hereinafter arising, at law or in equity, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law or statutory claims. Merchant hereby consents and agrees that any such claim, demand, action, or cause of action shall be decided by a trial court without a jury and that either party to this agreement may file an original counterpart or a copy hereof with any court as written evidence of the consent of the merchant to the waiver of its right to trial by jury. Merchant acknowledges and agrees that it has received full and sufficient consideration for this provision (and each other provision of this agreement and each other document to which it is a party) and that this provision is a material inducement for the company to enter this agreement. Merchant further represents and warrants that it has been represented in the signing of this agreement and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.

9.15  How to Contact Us.  If the Merchant has any questions or comments about these Terms or the website, please contact us by email at hello@TheTimelyHelp.com.  The Timely Help, LLC may update this contact information at any time and without notice to the Merchant.  The Merchant can check our website for the most up to date contact information.