Policies and Procedures

Help Scout’s Terms of Service (effective as of June 2026).

These Terms of Service (these “Terms”) govern all use of the Platform and Services (defined below) and are agreed to between you as an individual or, if you are accessing or using the Services on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “Customer”) and Help Scout PBC, a Delaware public benefit corporation (“Help Scout”). These Terms, together with any written or electronic ordering document entered into by Help Scout and Customer, including any order placed by Customer through Help Scout’s website or other electronic ordering process and accepted by Help Scout (each an “Order”), and any other documents incorporated by reference, create a binding agreement between Help Scout and Customer (collectively, the “Agreement”).

By accessing or using any part of the Platform or any Services, by signing an Order referencing these Terms, or by clicking to accept these Terms, Customer agrees to enter into and be bound by the Agreement.

If you are entering into the Agreement on behalf of an Entity, by accessing or using any part of the Platform or any Services, or by clicking to accept these Terms, you represent and warrant that you have authority to bind that Entity to this Agreement. If you do not have such authority, or Customer does not agree to be bound by this Agreement, do not access or use any part of the Platform or any Services.

The Services are intended for use by individuals 18 years of age and older. By accessing or using the Platform, you represent and warrant that you are at least 18 years of age.

SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN CUSTOMER AND HELP SCOUT ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 10 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN CUSTOMER AND HELP SCOUT TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Access Grant and Licenses

1.1 Help Scout Service.

During the Subscription Term (defined below), Help Scout will make available to Customer via the Internet: (a) Help Scout’s proprietary web-based help desk platform (“Platform”); (b) Help Scout’s tool for setting up and implementing public support websites and knowledge bases (“Docs”); and (c) Help Scout’s embeddable and customizable widgets for use on Customer-controlled websites (“Widgets”). Subject to the terms and conditions of this Agreement, Help Scout hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right, during the Subscription Term, to (i) access and use the Platform for Customer’s internal business purposes, (ii) install and use Docs, solely for Customer’s internal business purposes, and (iii) use and embed the Widgets solely on websites controlled by Customer, in each case, in accordance with Help Scout’s user materials, instructions, and specifications made available by Help Scout to Customer for the Services (“Documentation”). Collectively, Help Scout’s “Services” are access to the Platform, Docs, Widgets, and other products and services ordered by Customer in the Order under this Agreement. The Services do not include third-party content.

1.2 Service Plan.

The number of Customer employees and contractors authorized by Customer to access and use the Services (“Authorized Users”), the Services provided, the amount or quantity of particular Services that Customer may consume (a “Bundle”), the Fees for each of the foregoing, and the Subscription Term, are set forth in the Order and together comprise Customer’s “Service Plan.” Customer may increase the scope of its Service Plan (including the number of Authorized Users or size of a Bundle) during the Term by entering into an additional Order (an “Increase Order”). Unless otherwise specified in the Increase Order: (a) the Subscription Term for any additional Authorized Users will be coterminous with the then-current Subscription Term under the existing Service Plan; and (b) the Fees for the additional Authorized Users will be prorated for the portion of the Subscription Term remaining as of the effective date of the Increase Order. Except as expressly agreed in writing by Help Scout, Customer may not decrease the scope of any Service Plan (including the number of Authorized Users or quantity of a Bundle) during the then-current Subscription Term. Any reduction requested by Customer may only take effect, if at all, at the start of a subsequent Renewal Term and only if reflected in a mutually executed renewal Order.

1.3 Customer Account.

In order to access and use the Services, Customer will need to register with Help Scout and create an account (“Account”). Customer will designate an Authorized User as the administrator of Customer’s Account (the “Admin”). Until an Admin is designated by Customer, the Admin will be the first Authorized User added to Customer’s Account. Customer may allow its Authorized Users to access and use the Services solely under Customer’s Account for purposes of exercising the rights granted to Customer under this Agreement. Customer will ensure that all information about each Authorized User provided to Help Scout is and remains accurate and complete. Customer will advise Authorized Users of the restrictions set forth in this Agreement and will be solely responsible for all acts and omissions of its Authorized Users just as if each were “Customer” under this Agreement. Customer will implement commercially reasonable measures to protect the security and confidentiality of all Authorized User credentials associated with Customer’s Account and to prevent unauthorized access to or use of the Services through any Authorized User credentials. Customer will notify Help Scout promptly of any such unauthorized access or use of the Services or if any Authorized User credentials are lost, stolen, or otherwise compromised.

1.4 Account Access.

In some cases, it is necessary for Help Scout employees to access Customer’s account and content in order to diagnose a problem. When Customer contacts Help Scout’s support team, it is implied that Customer is allowing Help Scout employees to access Customer’s Account if necessary, in order to be helpful. If Customer wishes to receive assistance without granting permission to Customer’s account, please specify as much in Customer’s communication with Help Scout’s support team and those requests will be honored to the extent possible.

1.5 Free and Trial Accounts.

If an Order provides for access to either the Services on a free or trial basis (“Free Access”) then, subject to the terms of this Agreement, Customer may access and use those portions of the Services that Help Scout provides in connection with such Free Access for Customer’s internal business purposes. Notwithstanding any other provision of this Agreement to the contrary:

1. HELP SCOUT'S CUMULATIVE LIABILITY RELATING TO ANY FREE ACCESS, AND ANY ACCESS TO THE SERVICES IN CONNECTION THEREWITH, IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE GREATER OF (i) $100 OR (ii) THE AMOUNT CUSTOMER ACTUALLY PAID FOR THE FREE ACCESS;
2. Help Scout provides the Free Access: (i) on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind; and (ii) without any obligation to provide support, maintenance, training, or other services relating to use of the Services; and
3. Help Scout reserves the right to terminate any free Accounts in its sole discretion.

2. Fees; Payment Terms

2.1 Direct Purchases Only.

This Section 2 applies to purchases directly from Help Scout. In the event Customer obtains access to the Help Scout Services from a Help Scout approved reseller, the applicable billing, payment, ordering, and delivery terms will be agreed upon between Customer and the applicable reseller and the terms of this Section shall not apply to Customer’s purchase.

2.2 Fees.

Customer shall pay Help Scout the fees for the Service Plan set forth in the Order (as such Service Plan may be amended) (“Fees”) in accordance with the terms and conditions of this Agreement.

2.3 Overages.

1. If Customer allows more than the number of Authorized Users set forth in the Service Plan to use the Services, Help Scout may (i) require Customer to promptly execute an Increase Order effective as of the date the excess use began (with prorated fees as described above), and/or (ii) suspend access for Authorized Users in excess the Service Plan until Customer returns to compliance.
2. If Customer's use of the Services in any billing period exceeds the usage allocated under its purchased Bundle, then at the end of the month Help Scout shall invoice and Customer shall pay for all Services exceeding the Bundle at the designated "Overage Rate" set forth in the Order ("Overage Fees"). During the Subscription Term, (i) any unused portion of the Bundle applies annually, and will expire and not roll-over to the next year and (ii) Customer's Bundle for the next year will automatically increase to include the prior year's Bundle plus any increases from the prior year.

2.4 Payment Terms.

Help Scout will invoice Customer for Fees due and payable hereunder in advance, in accordance with the Service Plan and Customer will pay such invoiced amounts within 15 days after Customer’s receipt of the applicable invoice. Customer must input a valid credit card for Service Plans that are invoiced monthly. Customer is responsible for providing complete and accurate billing and contact information to Help Scout and notifying Help Scout of any changes to such information. Free accounts are not required to provide a credit card number. By providing a credit card, debit card, online payment account (e.g., PayPal), mobile services account, or other payment method, as an applicable payment mechanism under this Agreement, Customer hereby grants Help Scout the right to charge the applicable payment method Customer provided to Help Scout for all Fees incurred under this Agreement. The Help Scout Services are billed in advance in accordance with Customer’s selected Service Plan. There will be no refunds or credits for partial months of service, annual payments, or refunds for months unused with an open Account, except in the case of our 30-day money back guarantee (see below). In order to treat everyone equally, no exceptions will be made.

2.5 30-day money back guarantee.

If for any reason, Customer is unhappy with its Help Scout purchase, Help Scout offers a 30-day money back guarantee. If Customer decides not to use Help Scout in its business within 30 days from its first payment, Customer may request a full refund. This applies to both annual and monthly subscriptions. If Customer’s purchase is through a Help Scout approved reseller, Help Scout will encourage the reseller to refund the full amount and, in any event, Help Scout will refund the full amount Help Scout actually received from the reseller.

2.6 Taxes.

All amounts payable by Customer to Help Scout hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, customs, privilege, excise, sales, use, value-added and property taxes (collectively, “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Help Scout. Customer will not withhold any Taxes from any amounts due Help Scout.

3. Modifications

3.1 To Services.

Help Scout reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Help Scout Services (or any part thereof) with or without notice. However, Help Scout will make its very best efforts to notify customers of any upcoming system maintenance and/or service disruptions. Help Scout will not be liable to Customer or to any third party for any modification, price change, suspension or discontinuance of the Help Scout Services.

3.2 To Prices.

Prices of all Help Scout Service Plans are subject to change. If Help Scout does for any reason have to remove the plan Customer is on or require an upgrade to a current plan, Help Scout will provide Customer with at least 60 days’ prior notice via email. If Customer has purchased access to the Help Scout Service through a reseller, the reseller is solely responsible for notifying Customer of any updates to Customer’s plan.

3.3 To these Terms.

Help Scout reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any portion of these Terms at any time, effective with or without prior notice; provided, however, that Help Scout will use reasonable efforts to provide Customer with notification of any material changes (as determined in Help Scout’s sole discretion) by email. If any future changes to these Terms are unacceptable to Customer or cause Customer to no longer be in compliance, Customer must immediately stop using the Help Scout Services. Customer’s continued use of the Help Scout Services following any revision to these Terms constitutes Customer’s complete acceptance of any and all such changes. Any new features that augment or enhance the current Help Scout Services, including the release of new tools and resources, will be subject to these Terms.

4. Software Licenses

4.1 Downloadable Software.

Customer may have access to and download certain software code of Help Scout and third parties in connection with the Help Scout Service. “API” means application programming interface code and any accompanying or related documentation, embeddable and customizable widgets, sample code, source code, SDKs, executable applications and other materials made available by Help Scout to Customer for Customer’s use on websites controlled by Customer, including, without limitation, through Help Scout’s Developer Webpage. These Terms and any and all restrictions and policies implemented by Help Scout from time to time with respect to the API as set forth in any applicable Help Scout documentation made available to Customer (“API Policies”) govern Customer’s rights to use and access the API for the purpose of implementing and using the API as part of Customer’s use of the Help Scout Service. Customer’s access to and use of the API is limited to use in connection with Customer’s subscription to the Help Scout Service for Customer’s internal business purposes (“Internal Use”) in accordance with these Terms and the API Policies. Subject to Customer’s compliance with these Terms, Help Scout grants Customer a non-exclusive, non-transferable, limited license to use the API solely for Customer’s Internal Use. This license does not grant Customer any rights to any intellectual property or proprietary rights in the API, except for the limited right to use the API as described in this paragraph. Customer acknowledges that the sample API is provided “AS IS” and without warranty of any kind, and Help Scout expressly disclaims all warranties, whether express, implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights. Help Scout does not warrant that the API will meet Customer’s requirements or that the operation of the API will be uninterrupted or error-free. Customer assumes all responsibility and risk for Customer’s use of the API. Customer agrees not to use the API in any way that would infringe upon Help Scout’s or any third party’s intellectual property rights or violate any applicable laws.

4.2 Third Party Software.

Help Scout may also distribute or make available to Customer for Customer’s use with the Help Scout Services and API, certain third-party software, including any open source software made available under an open source license and identified in the API Policies or Help Scout documentation as applicable (“Third Party Software”). All Third Party Software programs are subject to their own software license terms. If Customer does not agree to abide by the applicable terms for such Third Party Software, then Customer should not install or use such Third Party Software. Customer understands and acknowledges that any open source software made available by Help Scout is not licensed to Customer pursuant to the provisions of these Terms and that these Terms may not be construed to grant any such right and/or license. Customer shall have only such rights and/or licenses, if any, to use open source software as set forth in the applicable open source licenses.

5. Proprietary Rights; Restrictions

5.1 Customer Data.

Except as otherwise set forth in this Section, as between the parties, Customer retains its rights in the data, information, and other content uploaded or otherwise input by Customer and its Authorized Users into the Platform (collectively, “Customer Data”). Customer hereby grants to Help Scout a nonexclusive, royalty-free, sublicensable, worldwide license to use Customer Data to:

1. enable, optimize, and provide the Services to Customer;
2. to perform its obligations and exercise its rights under this Agreement;
3. as necessary to prevent or address technical problems or security issues with the Services;
4. to make recommendations regarding use of the Services; and
5. to improve the Services.

Customer represents and warrants that the Customer Data will not:

1. violate this Agreement or any applicable laws, rules, or regulations;
2. be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy;
3. constitute an infringement or misappropriation of the IPR or other rights of any third-party;
4. be illegal in any way or advocate illegal activity; or
5. be false, misleading, or inaccurate.

Customer further represents and warrants to Help Scout that Customer has all rights, licenses, permissions, and consents necessary to grant Help Scout each of the foregoing rights set forth in this Section. Customer reserves any and all right, title and interest in and to the Customer Data other than the rights and licenses expressly granted to Help Scout in this Section 5.1.

5.2 Personal Data and PHI.

1. To the extent that Customer Data contains personal data (e.g., information relating to an individual), Help Scout shall safeguard the Customer Data in accordance with the Help Scout Data Processing Amendment, available at https://www.helpscout.com/company/legal/dpa/ (the "DPA"), which is incorporated by reference into this Agreement.
2. To the extent that Customer Data contains PHI, prior to providing PHI to Help Scout or using the Services to process PHI, Customer shall (a) enter into an Order with Help Scout covering Help Scout's processing of the PHI and (b) enter into the Help Scout Business Associate Agreement with Help Scout, which is incorporated by reference into this Agreement. For purposes of this PSA, the "Help Scout Business Associate Agreement" means either (i) if Customer is a covered entity, the agreement available at https://www.helpscout.com/company/legal/baa-covered-entity/ or (ii) if Customer is a business associate to a covered entity, the agreement available at https://www.helpscout.com/company/legal/baa-subcontractor/.

5.3 Ownership of the Platform.

Customer acknowledges and agrees that, as between the parties, Help Scout retains all rights title, and interest in and to the Service and Platform, all copies or parts thereof (by whomever produced), and all improvements, modifications and enhancements thereto, and all related intellectual property rights. Help Scout reserves all rights other than the rights expressly granted to Customer under this Agreement.

5.4 AI Practices.

Help Scout offers its customers AI tools as part of certain Services available through the Platform. Customer authorizes Help Scout to aggregate a de-identified version of Customer Data with similar de-identified data from other companies to create training datasets (“Training Datasets”), provided that the Training Datasets shall not identify Customer or include any personal data. As between the parties, Help Scout owns the Training Datasets it creates. Help Scout may use Training Datasets to perform its obligations under these Terms and for any other lawful business purpose, including but not limited to data analysis and to train and develop Help Scout’s artificial intelligence offerings.

• Customer may opt out of having Customer Data used for creating Training Datasets at any time by emailing help@helpscout.com.
• Customer can learn more about our AI practices by reviewing Help Scout’s AI Policies and Procedures, available at https://www.helpscout.com/company/legal/ai-transparency/.
• Customers that have executed a BAA with Help Scout are automatically opted out of Training Datasets.

5.5 Usage Data.

“Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer or its Authorized Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the use of the Platform. Help Scout retains ownership of all right, title, and interest in and to the Usage Data. Help Scout may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Help Scout’s services, systems, and algorithms.

5.6 Feedback.

Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Help Scout’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any suggestion or idea for improving or otherwise modifying Help Scout’s products or services that is provided to Help Scout by Customer or its users (“Feedback”) without compensating or crediting Customer or the individual providing such Feedback. Nothing in this Agreement prohibits Help Scout from utilizing any skills or knowledge of a general nature gained or created by Help Scout during the course of providing the Services, including, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Help Scout.

5.7 Restrictions.

Customer will not provide access to the Service to any third party person who is not an Authorized User. Customer will be responsible and liable for all Authorized Users’ compliance with the applicable terms and conditions of this Agreement. Except as expressly permitted hereunder, neither Customer nor any Authorized User will, or will permit or authorize any third party to:

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service;
2. modify, translate or create derivative works based on the Service;
3. copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Service;
4. use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party;
5. hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Service or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or
6. remove or obscure any proprietary notices or labels of Help Scout or its suppliers on the Service.

Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Help Scout promptly of any such unauthorized access or use, (ii) use the Service only in accordance with the documentation provided by Help Scout and all applicable laws, rules and regulations, and (iii) comply with Help Scout’s Acceptable Use Policy available at https://www.helpscout.com/company/legal/acceptable-use/, as may be updated from time to time and made available by Help Scout.

6. Term and Termination

6.1 Term.

The term of this Agreement commences as of the earlier of the date Customer first accesses or use the Platform or Services, clicks to accept these Terms, or enters into an Order referencing these Terms (the “Effective Date”) and will remain in effect while any Services are provided (the “Term”). The term of each Service Plan begins as specified in the Order covering that Service Plan and continues until either:

1. for service-credit based subscriptions, Customer has used all service credits set forth in Customer's Service Plan, or
2. for time-based subscriptions, the time-period for Customer's Service Plan has elapsed (in either case, the "Initial Term").

Following the Initial Term, Service Plans will automatically renew for successive periods or quantities, as applicable, equal to the Initial Term (each a “Renewal Term”), unless either party provides written notice of intent not to renew at least 30-days prior to the expiration date of the Initial Term or the then-current Renewal Term, if any. The Initial Term and any Renewal Term are collectively the “Subscription Term”. Any then-active Service Plan will end upon termination of this Agreement.

6.2 Termination for Convenience.

Customer may terminate the Services and this Agreement at any time, for any or no reason, using the “Your Plan” page.

6.3 Termination for Breach.

A party may terminate this Agreement upon written notice to the other party if such other party breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice of such breach.

6.4 Effect of Termination.

Upon expiration or termination of this Agreement, all rights granted under this Agreement and all obligations of Help Scout to provide the Service will immediately terminate and Customer will cease use of the Service. Customer will be obligated to pay all amounts owed for use of the Service up to and including the effective date of expiration or termination. Unless Customer terminates this Agreement for Help Scout’s uncured breach in accordance with Section 6.3, such termination shall not terminate or affect Customer’s obligation to pay all Fees for the entire Term for Services agreed upon by Customer and Customer shall not be entitled any refund of prepaid Fees. Any cancellation of Customer’s Account will result in the deactivation or deletion of Customer’s Account and the removal of all Customer Data in the Account. This information can be restored by written request from Customer to Help Scout during the 14 days following the effective date of cancellation. A cancelled Account cannot be recovered or restored from Help Scout following such 14-day period. Sections 2 (to the extent any Fees that are due and payable remain unpaid), 5, 6.4, 7, 8, 9, 10, and 11 will survive termination of this Agreement.

6.5 Suspension.

Without limiting Help Scout’s right to terminate this Agreement, Help Scout may also suspend Customer’s access to its Account and the Platform, with or without notice to Customer, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Help Scout to be inappropriate or detrimental to Help Scout, the Platform, or any other Help Scout product, customer, or user.

7. Disclaimer.

The Help Scout Service and its contents are provided “as is” and “as available” without any warranty or representations of any kind, whether express or implied. Help Scout is a distributor and not a publisher of the content supplied by third parties; as such, Help Scout exercises no editorial control over such content and makes no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided through or accessible via the Help Scout Service. Without limiting the foregoing, Help Scout specifically disclaims all warranties and representations in any content transmitted on or in connection with the Help Scout Service or on sites that may appear as links on the Help Scout Service, or in the products provided as a part of, or otherwise in connection with, the Help Scout Service, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. No oral advice or written information given by Help Scout or any of its affiliates, employees, officers, directors, agents, or the like will create a warranty. Price and availability information is subject to change without notice. Without limiting the foregoing, Help Scout does not warrant that the Help Scout Service will be uninterrupted, uncorrupted, timely, or error-free.

8. Limitations of Liability.

HELP SCOUT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE PLATFORM OR ANY SERVICES, EVEN IF HELP SCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF CUSTOMER DATA, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. HELP SCOUT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND HELP SCOUT’S PROVISION OF THE PLATFORM AND SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT CUSTOMER ACTUALLY PAID TO HELP SCOUT FOR USE OF OR ACCESS TO THE PLATFORM AND SERVICES IN THE PRECEDING 3 MONTHS, AND (2) $500. CUSTOMER AGREES THAT HELP SCOUT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, HELP SCOUT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9. Indemnification.

Customer hereby agrees to indemnify, defend, and hold harmless Help Scout and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Customer’s access to or use of the Platform or Services; (2) Customer Data or other content Customer provides through the Platform; and (3) Customer’s breach of any representation, warranty, or other provision of this Agreement. Help Scout will provide Customer with notice of any such claim or allegation, and Help Scout will have the right to participate in the defense of any such claim at its expense.

10. Disputes.

10.1 Agreement to Arbitrate.

Except as otherwise provided in Section 10.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 10.2, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration administered by JAMS under its then current Streamlined Arbitration Rules & Procedures (the “Rules”). Either party may commence arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Help Scout in Wilmington, Delaware, U.S.A. The arbitration will be confidential and neither party, nor the arbitrator, will disclose any materials disclosed, produced, or generated in relation to the arbitration or the fact that the parties are engaged in a Dispute. The arbitrator will apply the law set forth in Section 10.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

10.2 Exception to Arbitration.

Customer agrees that if Help Scout reasonably believes Customer has, in any manner, violated or threatened to infringe Help Scout’s IPR, then Help Scout may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in Wilmington, Delaware.

10.3 Governing Law and Venue.

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware (U.S.A.) as such laws apply to contracts between Delaware residents performed entirely within Delaware, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 10.1, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in Wilmington, Delaware (U.S.A.), and Customer irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Help Scout.

11. General

11.1 Independent Contractor.

Help Scout is acting, in performance of this Agreement, as an independent contractor. Personnel supplied by Help Scout hereunder are not Customer employees or agents. Help Scout will be solely responsible for the payment of compensation of any of its personnel. Help Scout will have no right, power or authority to create, and will not represent to any person that it has any such power to create, any obligation, express or implied, on Customer’s behalf without the express prior written consent of Customer.

11.2 Assignment.

Neither party may assign this Agreement to a third party without the other party’s prior written consent; provided, however, that either party may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section will be null and void.

11.3 Remedies.

Customer acknowledges that any actual or threatened breach of Sections 5.63 or 5.7 will constitute immediate, irreparable harm to Help Scout for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, Customer agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

11.4 Notices.

Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Help Scout by postal mail to the address for Help Scout listed on the Platform and Help Scout’s website. Help Scout may provide Customer with any notices required or allowed under this Agreement by sending Customer an e-mail to any e-mail address Customer provides to Help Scout in connection with Customer’s Account, provided that in the case of any notice applicable both to Customer and other users of the Platform, Help Scout may instead provide such notice by posting on the Platform. Notices provided to Help Scout will be deemed given when actually received by Help Scout. Notice provided to Customer will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

11.5 Force Majeure.

Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, natural disasters, or governmental action.

11.6 Waiver.

A party’s failure or delay in enforcing the terms and conditions of this Agreement or in insisting upon strict performance of any of the other party’s obligations will not be interpreted as a waiver thereof. Waiver of any provision of this Agreement by either party will only be effective if in writing and will not be interpreted as a waiver of any subsequent breach or failure under the same or any other provision of this Agreement. No conduct, statement, course of conduct, course of dealing, oral expression, or other action will be construed as a waiver.

11.7 Severability.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.8 Counterparts.

This Agreement may be executed and delivered by electronic means (including PDF) and in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one single agreement between the parties.

11.9 Interpretation.

In this Agreement:

1. any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement;
2. the singular includes the plural, and vice versa;
3. "includes", "including", "for example", "such as" and similar terms are not words of limitation;
4. a person includes a natural person, partnership, joint venture, corporation or other entity;
5. a monetary amount is in U.S. dollars; and
6. no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement.

11.10 Entire Agreement; Precedence.

This Agreement constitutes the entire agreement between the parties regarding the Services, and it supersedes and replaces any prior agreements and understandings between the parties regarding the Services and it shall take precedence over all terms, conditions, and provisions on any purchase order or other acknowledgment, order release or business form that Customer may use in connection with the Services. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.