Terms of Use

Effective date: April 1, 2024

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This Terms of Use Agreement ("Terms of Use") is entered into by and between you ("You" or "User") and Aurora Helps, LLC ("Company"). Each of User and Company is referred to as a "Party," and collectively, they are the "Parties."

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This Terms of Use governs your access to and use of the Company's:

1. Online and Mobile Services
2. Offline Services
3. Certain Tools: This includes, but is not limited to, the generation of AI emotional wellness companion offering a unique blend of personalized support through conversation, mood tracking, and mindset tools, all in a safe space for self-exploration and
4. Company Software Applications: This includes, but is not limited to, the Company's website (aurorahelps.app) and platform, as well as mobile applications provided by the Company (collectively referred to as the "Company Apps").

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The term "Company Apps" encompasses all content, functionality, and management services and tools services ("Services") offered on or through the Company Apps.

To use or access the Company Apps, you must (a) be 18 or older or, if you are from 13 to 17 have your parent or guardian’s consent to the terms of these Terms of Use, and (b) possess the ability to enter into a binding contract with us and not be barred from doing so under any applicable laws. Children under 13 years old are not permitted to register for the Company Apps, and parents or legal guardians may not register on their behalf. If you are a parent or legal guardian entering these Terms of Use for your child or a child in your legal care, please be aware that you are fully responsible for the child's use of the Company Apps, including any financial charges, legal liability, and damages they may incur, until they reach the age of 18.

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When registering or using the Company Apps, your agreement to be bound by the Terms of Use is implied. If you are using the Company Apps on behalf of an organization, you are confirming your acceptance of the Terms on behalf of that organization and assuring the Company that you possess the authority to legally bind that organization to these Terms. It's important to recognize that these Terms encompass any accompanying Order or Subscription form that you complete as part of the engagement, onboarding, and registration process. If you do not consent to be bound by these Terms, you are prohibited from using the Company Apps.

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We reserve the right to, at our sole discretion, make changes to the Terms of Use either by sending you an email notification or by posting a notice on any part of the Company Apps. The "Last Updated" date positioned at the beginning of the Terms indicates the most recent changes made to them. Your continued access and usage of the Company Apps signify your Terms of Use to these modifications.

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Furthermore, when you utilize specific services or features within the Company Apps, you will be subject to any guidelines or policies that are applicable to those services or features. These guidelines or policies may be posted periodically, including, but not limited to, the Privacy Policy mentioned below. All such guidelines and policies are hereby integrated into these Terms by reference.

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If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at support@aurorahelps.app.

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1.  DEFINITIONS: In these Terms, capitalized terms not defined elsewhere are as follows:

• (a) Affiliate: Refers to any other party that directly or indirectly controls, is controlled by, or is under common control with the Party in question.
• (b)Terms of Use: Encompasses these Terms and all documents executed as part of the onboarding or registration process between the Parties. 
• (c) User Content: Refers to digital, audio-visual materials made available by User to Company.  Notwithstanding the foregoing, Company may provide the User with model predictions generated by its algorithms. The User acknowledges that feedback on these predictions, including assessments of correctness and suggestions for improvement, is a valuable component of the AI Company Apps. The User agrees to keep all information provided by the Company confidential, with the understanding that feedback provided by the User regarding the model predictions is not considered proprietary or restricted content. The Company encourages open communication and collaboration regarding such feedback for the purpose of improving and refining the models.  However, the Company reserves the right to exclude specific types of feedback from the User if it deems such feedback to be sensitive or proprietary. In such cases, the Company will communicate the exclusion criteria to the User in a timely manner, and the User agrees to respect the Company's decision to exclude certain feedback while continuing to collaborate on non-excluded aspects.‍
• (d) Intellectual Property Rights: Include all intellectual property and proprietary rights of any nature or kind, whether protected, created, or arising under any applicable law. This encompasses all worldwide common law, statutory, and other rights related to trademarks, copyrights, patents, domain names, and trade secrets.

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2. LEGAL STATUS OF THE PARTIES

• (a) Appointment of Company. The Company uses the Company Apps to receive non-professional services solely with respect to the Company Apps in accordance with the terms and conditions contained in this Terms of Use and any agreement between the Parties. The Company grants a personal, non-exclusive, royalty-free license to access and use the Company Apps solely for the purposes of accessing information, based on the Tools created from the Users information that the User generates. This license expressly excludes the provision of clinical care or medical treatment by the Company.
• (b) Retention of Authority and Control. The Company and the Users acknowledge that the User, as a medical User utilizing the Company's services, retains the authority and responsibility for their medical care and treatment. The User will maintain control over the operation of their healthcare, including but not limited to the final adoption or approval of the User's healthcare policies and procedures, and independent decision-making regarding policies affecting the delivery of medical services, including the supervision of all healthcare providers involved in their care nothing in this Terms of Use shall imply or authorize the corporate practice of medicine by using the Company Apps. 
• (c) User Control and Responsibility. The Company and the Users acknowledge that Users have sole authority over the provision of healthcare services accessed through the Company Apps. Users, along with their healthcare providers, retain complete control over medical decisions and services provided. The Company does not engage in the practice of medicine or supervise healthcare personnel. Users are solely responsible for decisions made when interacting with healthcare personnel, governed by separate terms applicable to them.
• (d) Standard. Company shall provide non-professional services and support to User subject to and in accordance with any and all applicable Federal and State rules and regulations and for any rules and regulations regarding the provision of such services by non-licensed individuals.
• (e) Ownership of Records; Disclosure. All records relating in any way to the operation of User shall at all times be and remain the sole property of User. All records relating in any way to the operation of Company shall at all times be and remain the sole property of Company. Notwithstanding any other provisions of this Terms of Use to the contrary, disclosures of records and Information by and between User and Company shall be made in full compliance with all state and federal laws and regulations.

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3. LICENSE

• (a) License Grant. Commencing at the time Company receives the associated payment for any Company Apps or Services, Company grants to User a non-exclusive, non-transferable, royalty free license to use the Company Apps or Services identified by Company as being in connection with its use of the Company Apps. Such license shall continue only for so long as necessary for User to utilize such Company Apps. Such license shall not extend beyond termination of this Terms of Use nor to any period during which User is in material breach under this Terms of Use.
• (b) Scope of Use. Except in accordance with the terms herein or as reasonably required for User to avail itself of the intended functionality of the Company Apps as contemplated User will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, model structure, parameters, or underlying structure, ideas, know-how, or algorithms relevant to the Company Apps or any software, documentation, or data related to the Company Apps. This includes, but is not limited to, any proprietary aspects of machine learning models employed by the Company Apps; modify, translate, or create derivative works based on the Company Apps or use output from the Company Apps to develop models that compete with the Company and User shall not create derivative works based on the Company Apps (except to the extent expressly permitted by Company or authorized within the Company Apps); use the Company Apps otherwise for the benefit of a third party; or remove any proprietary notices or labels.
• (c) Company Policy; Applicable Law. User represents, covenants, and warrants that User will use the Company Apps only in compliance with Company’s standard published policies then in effect, including without limitation the Company’s Privacy Policy as found at www.aurorahelps.app/privacy-policy (the “Policy”). 

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4. OBLIGATIONS

• (a) Onboarding. Company shall onboard User to the Company Apps and provide the Company Apps per the feature specifications, if any. Parties shall provide each other with reasonable assistance, access, and information in order to initiate User’s use of the Company Apps. 
• (b) Cooperation. Both Company and User acknowledge that a successful integration of User Content and the Company Apps, including any modifications thereto, shall require their full and mutual good faith cooperation, and User and Company acknowledge that they shall timely fulfill their responsibilities in this regard.
• (c) Updates. From time to time, the Company may provide upgrades, patches, enhancements, or fixes for the Company Apps to its users generally without additional charge (“Updates”), and such Updates will become part of the Company Apps, and subject to the Terms of Use. Notwithstanding the foregoing, the Company shall have no obligation under this the Terms or otherwise to provide any such Updates. You understand that the Company may cease supporting old versions or releases of the Company Apps at any time in its sole discretion.
• (d) User Content. User represents to the Company and unconditionally guarantees that any elements of text, graphics, data, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in the Company Apps (“User Content”) are owned by the User, or that the User has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend (indemnify) the Company from any claim or suit arising from the use of such elements furnished by the User. User grants Company a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the User Content solely in connection with Company’s Company Apps under this Terms of Use and the limited promotional uses as allowed by this Terms of Use. User affirms and represents that this Terms of Use does not conflict with any other contract, agreement or understanding to which User is a party.

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5. USE OF THE COMPANY APPS AND SERVICES

• (a) Accessing the Company Apps and Account Security: We reserve the right to withdraw or amend the Company Apps, and any service or material we provide on the Company Apps, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Company Apps are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Company Apps, or the entire Company Apps, to users, including registered users.
• (b) User Responsibilities: You are responsible for both:some text
  1. Making all arrangements necessary for you to have access to the Company Apps.
  2. Ensuring that all persons who access the Company Apps through User’s internet connection are aware of these Terms of Use and comply with them.
• (c) Access: To access the Company Apps or some of the resources they offer, you may be asked to provide certain registration details or other information. Utilizing the Company Apps may require you to register with a Company online Company Apps or Service by providing User’s name and email address. By doing so, User creates a user id and password. This can be used by User at any time as long as User account is active/up to date. During any time, the User can modify or change or update the information on the Company Apps without any prior consent. Company has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
• (d) Account Information: It is a condition of User’s use of the Company Apps that all the information you provide on the Company Apps are correct, current, and complete. You agree that all information you provide to register with the Company Apps or otherwise, including, but not limited to, through the use of any interactive features on the Company Apps, is governed by our Privacy Policy, and you consent to all actions we take with respect to User’s information consistent with our Privacy Policy.
• (e) Account Security: If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that User’s account is personal to you and agree not to provide any other person with access to the Company Apps or portions of it using User’s username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of User’s username or password or any other breach of security. You also agree to ensure that you exit from User’s account at the end of each session. You should use caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s password or other personal information.
• (f) Prohibited Uses: You may use the Company Apps only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Company Apps:some text
  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use. 
  4. To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  5. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  6. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Company Apps, or which, as determined by us, may harm the Company or users of the Company Apps, or expose them to liability.
  7. Use the Company Apps in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Company Apps, including their ability to engage in real time activities through the Company Apps.
  8. Use any automated or manual process, including but not limited to robots, spiders, artificial intelligence methods, machine learning algorithms, generative models, or any similar techniques, to access the Company Apps for any purpose, including monitoring, copying, replicating, imitating, or re-generating content from the Company Apps. This prohibition extends to any process used without our prior written consent for purposes not expressly authorized in these Terms of Use.
  9. Use any device, software, or routine that interferes with the proper working of the Company Apps.
  10. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  11. Attempt to gain unauthorized access to, interfere with, damage, reverse engineer, or disrupt any parts of the Company Apps, the server on which the Company Apps are stored, or any server, computer, or database connected to the Company Apps. Attack the Company Apps via a denial-of-service attack or a distributed denial-of-service attack.
  12. Prohibit any attempt to expose, reverse engineer, or disclose the inner workings of the Company Apps, including any underlying models, algorithms, or proprietary technology. Additionally, users are expressly prohibited from sending specially crafted prompts or instructions with the intention of extracting non-public information or using the model for any purpose not explicitly allowed in these Terms of Use. Any such actions are considered a violation of these terms and may result in immediate termination of access and other legal remedies available to the Company.
  13. Otherwise attempt to interfere with the proper working of the Company Apps.
• (g) Social Media Login: The Company Apps provide the convenience of logging in using your social media accounts. However, we want to assure our Users that we do not collect or share data from your social media profiles. When you log in through your social media account, we only use this information for the purpose of creating and managing your user account on our Company Apps. Your data remains private and is not shared with any third parties, including your social media providers. We respect your privacy and are committed to maintaining the confidentiality of your personal information. For more details, please refer to our Privacy Policy.

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6. User Generated Content

• (a) The Company Apps may contain reviews, comments, message boards, profiles, activity feeds, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Generated Content") on or through the Company Apps.
  All User Generated Content must comply with the Content Standards set out in these Terms of Use.
  Any User Contribution you post to the Company Apps will be considered non-confidential and non-proprietary. By providing any User Contribution on the Company Apps, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.  Notwithstanding the foregoing, we reserve the right to remove one or more of your User Contributions for any reason or for no reason at our sole discretion.
  
  You represent and warrant that:
  1. You own or control all rights in and to the User Generated Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  2. All of your User Generated Content do and will comply with these Terms of Use.
  
  You understand and acknowledge that you are responsible for any User Generated Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.  We are not responsible or liable to any third party for the content or accuracy of any User Generated Content posted by you or any other user of the Company Apps. 

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7. CONTENT STANDARDS

• (a) These content standards apply to any and all User Generated Content and use of the Company Apps. User-generated content must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Generated Content must not:
  1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  5. Be likely to deceive any person.
  6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  8. Impersonate any person or misrepresent your identity or affiliation with any person or organization. 
  9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

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8. HIPAA COMPLIANCE: 

• (a) Company acknowledges that, through this Terms of Use, it may gain access to confidential User information held by User. This information is defined as "Protected Health Information" (PHI) and includes both protected health information and individually identifiable health information as per 45 CFR Part 164. Company agrees not to use or disclose any User's PHI except as explicitly allowed by this Terms of Use or in compliance with the federal privacy regulations (the "Federal Privacy Regulations") and the federal security standards (the "Federal Security Regulations") as outlined in 45 CFR Part 164.
• (b) To ensure compliance, Company will establish appropriate safeguards to prevent the unauthorized use or disclosure of a User's PHI, in accordance with these Terms and any other agreement between the Parties. If Company, with User's consent, engages subcontractors or agents to whom it provides a User's PHI, Company will require those subcontractors and agents to adhere to the same restrictions and conditions concerning the User's PHI as set out for Company in this Terms of Use.
• (c) Company will also make its internal practices, records, and books pertaining to the use and disclosure of a User's PHI available to the Secretary of Health and Human Services, as necessary to confirm compliance with the Federal Privacy Regulations and the Federal Security Regulations.

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9. EMERGENCY SITUATIONS PROTOCOL: The "Emergency Situations Protocol" outlines the Customer App's limitations in handling emergencies or crises and emphasizes that it is not a substitute for professional medical advice or emergency services. Users are advised to seek immediate assistance from qualified medical professionals or contact local emergency services in case of a medical emergency or crisis. The Customer App' does not provide emergency medical services or crisis intervention. By using the Customer App, users acknowledge these limitations and agree not to rely on it for immediate medical attention or crisis intervention. The Company shall not be held liable for any damages or losses resulting from the failure to seek timely medical assistance or crisis intervention while using the Customer App. Users are encouraged to familiarize themselves with local emergency hotline numbers and procedures to ensure prompt assistance when needed.

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10. COMPENSATION: 

• (a) Fees and Expenses. For all services, User shall pay all fees and other charges due according to the prices and terms provided under the applicable Customer App. Except as otherwise expressly provided in this Terms of Use, Company is obligated to provide, and User is obligated to pay for, each Customer App through the applicable Initial Term and any Renewal Term. 
• (b) The Company Apps License Fee. There is a recurring monthly licensing fee for the use of the Company Apps (“License Fee”). The License Fee shall be due and payable, in arrears, each calendar month occurring after the Effective Date of this Terms of Use. The License Fee is invoiced and due on the 15^th each month for the following month’s license. The License Fee will be based on applicable modules and service levels implemented to User’s services as specified in applicable Customer Apps. 
• (c) Subscription Services. When applicable, the Company Apps may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize the Company to charge periodically, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews to avoid billing the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). The Company may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service through your settings page in your user profile for the paid feature.
• (d) Promotions. Aurora Helps LLC, in its sole discretion, may offer promotional pricing, codes or other offers to you (“Promotions”). Promotions cannot be used on past Orders. Promotions are non-transferable, and there is no cash alternative. Promotions cannot be used in conjunction with other Promotions or Offers and must be used by the date published, if any. Company reserves the right at any time without notice to retract or change any Promotions. aurorahelps.app reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity or discontinue any product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any User from making or completing any or all Order(s); and (iv) refuse to provide any User with any product or service.
• (e) Payment:  some text
  1. Payment Processing. We utilize “third-party payment providers” (i.e., PayPal, Stripe, or ACH/Wire).  For payments through third-party payment providers, you may be directed to their websites, APIs and online tools. It is your responsibility to familiarize yourself with the third-party payment provider’s terms and conditions and privacy policy.
  2. When applicable, User acknowledges and agrees that the credit or debit card being used belongs to User or that the owner of such card has specifically authorized User to use it. All cardholders are subject to validation and authorization by the card issuer. If the issuer of your payment card refuses to authorize payment to us, we will not be liable for any non-delivery or delay of orders.
• (f) Taxes. User shall pay state sales, use and similar taxes imposed on the delivery of the Company Apps under this Terms of Use. 

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11. INTELLECTUAL PROPERTY RIGHTS

• (a) User Ownership.‍
  1. As between User and Company, all right, title, and interest (including without limitation all Intellectual Property Rights) in and to User Content shall be and remain the sole and complete property of User. If the development of the Company Apps results in new derivative works of User Content that constitute audio or visual assets (excluding AI models), then all right, title, and interest in User Content Derivative Works (including all Intellectual Property Rights therein) shall belong to User and shall be deemed to be User Content for purposes of the licenses granted pursuant to the Terms. Company hereby irrevocably and exclusively grants, transfers, and assigns to User all Intellectual Property Rights that Company has, or may have, in or to User Content Derivative Works (excluding AI models). With respect to any so-called “moral rights” exercisable with respect to User Content Derivative Works (excluding AI models), Company hereby unconditionally waives such rights and the enforcement thereof.
  2. Notwithstanding the above, in cases where customers receive the software for free in exchange for allowing the Company to train AI models on their User Content, the resulting AI models and any derived intellectual property shall be owned by the Company. This ownership is separate and distinct from User Content Derivative Works as specified in this clause.

• (b) Permitted Activity. Notwithstanding the foregoing, User acknowledges that Company may develop and distribute software and applications using Company Materials and that nothing in the Terms shall prevent the foregoing.
• (c) Marks and other Intellectual Property. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Company Apps are either the property of the Company, its affiliates or licensors. The Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by the Company to you are fully reserved by the Company, its advertisers and licensors. Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Company Apps may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, the Company, the Company Apps, the Websites and/or our products and services.
• (d) Design and Company Development Tools. Company has certain “Design and Development Tools” that it may from time to time use to perform the Company Apps and integrate into the Company Apps. Company will retain ownership of all of its Design and Development Tools, which are defined as: (i) any generic materials, information, inventions, methods, procedures, technology and know-how common to the software industry that do not embody and are not derived from the User Confidential Information or User Content; and (ii) any tools, both in executable code and source code form, which Company creates, licenses or develops.  In no event will the Design and Development Tools include any User Content or User Confidential Information. In the event that Company incorporates any Design and Development Tools into the Company Apps, Company hereby grants the User a non-exclusive, transferable, sub-licensable, irrevocable, worldwide, fully-paid up, royalty-free license and right to use, display, perform, transmit, and otherwise exploit the Design and Development Tools in perpetuity, solely as part of the Company Apps, including any modifications to Company Apps. The User may not, however, reverse engineer, decompile, or disassemble the Design and Development Tools or otherwise attempt to derive the source code, or permit or encourage any third party to do any of the foregoing.

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12. CONFIDENTIALITY

• (a) Confidentiality and Nondisclosure. User acknowledges that they may have access to certain confidential information of the Company concerning Company's business, plans, customers, technology, products and services, and other information held in confidence by the Company ("Company Confidential Information"). The Company acknowledges that it may have access to certain confidential information of the User concerning their personal matters, plans, contacts, personal technology, personal products and services, and other information held in confidence by the User ("User Personal Confidential Information") (Company Confidential Information and User Personal Confidential Information are together referred to as “Confidential Information”). Information disclosed or provided by or on behalf of a Party (the “Disclosing Party”) shall be deemed Confidential Information if such information is in tangible or intangible form and is marked or designated by the Disclosing Party as confidential, or if, under the circumstances of its disclosure, the other Party (the “Receiving Party”) reasonably should consider such information to be Confidential Information of the Disclosing Party. Company Confidential Information includes Company’s proprietary technology, the Company Apps, the software and software tools (in source and object forms), user interface designs, documentation (both printed and electronic), know-how, trade secrets, and related intellectual property rights throughout the world (whether owned by Company or licensed to Company from a third party, and including any derivatives, improvements, enhancements, or extensions thereof). Each Party agrees that it will take reasonable precautions to protect the confidentiality of the other Party’s Confidential Information, at least as stringent as it takes to protect its own Confidential Information, and whether for its own account or the account of any third party, that it will not use in any way or disclose Confidential Information to a third party without the Disclosing Party’s prior written consent, except as expressly permitted by, or required to achieve the purposes of, this Terms of Use.
• (b) Data Collection. In carrying out its obligations and obtaining the benefits under the Terms, each Party will comply with applicable laws, including applicable privacy laws. Company will not access or collect any Personal Information except as strictly necessary to perform its obligations under the Terms (including the collection of Personal Information of User) or to fulfill any legal requirements. User may capture Personal Information and send it to the Company Apps. “Personal Information” means information provided by User or collected by Company under the Terms, which information identifies or can be used to identify, contact, or locate the person or device to whom that information pertains. Personal Information includes name, address, phone number, fax number, email address, social security number, or other government issued identifier, and credit-card information. Additionally, to the extent other information (including a personal profile, unique identifier, and/or biometric information is associated or combined with Personal Information), then that information is also Personal Information. Company will not use Personal Information accessed or collected while performing under the Terms for any purpose other than those expressly permitted by the Terms.
  1. Limitations on Disclosure of Personal Information. Company will not share any Personal Information that is collected or accessed by it while performing under the Terms with any third parties for any reason except as necessary to carry out its obligations hereunder or as required to comply with law, and only under terms and conditions substantially similar to those contained in this Section. If Company is served with a court order compelling disclosure of any Personal Information or with notice of proceedings for such an order, Company shall (i) give User reasonable notice prior to such disclosure to allow User a reasonable opportunity to seek a protective order or equivalent, and (ii) at User’s discretion, either assist User in opposing the order or provide User the opportunity to intervene before Company files any response to the order or notice.
  2. Protection of Personal Information. Company will take reasonable steps to protect Personal Information in Company’s possession from unauthorized use, access, disclosure, alteration or destruction. Security measures will include access controls, encryption and other means, where appropriate.
  3. De-Identified Data. Notwithstanding anything herein, Company shall be permitted to create, use, license, sell or disclose De-Identified Data. “De-Identified Data” shall mean Personal Information (i) for which certain unnecessary identifiers have been removed such that the data, alone or in combination with other reasonably available data, cannot be attributed to or associated with or cannot identify any person, and the unauthorized access, use, disclosure, modification, storage, destruction, or loss of the data would not trigger the application of any privacy law or any security breach notification law, and (ii) that has been combined with similar data such that the original data forms a part of a larger data set. Company may retain De-Identified Data.

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13. Our Warranty Disclaimers: NEITHER COMPANY NOR ANY OF ITS SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU.  COMPANY PROVIDES THE COMPANY COMPANY APPS “AS-IS” AND WITH ALL FAULTS.  COMPANY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.  THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THIS SITE, THE COMPANY, THE COMPANY APPS AND/OR SERVICES PROVIDED BY THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THIS SITE, THE COMPANY, THE COMPANY APPS AND/OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED.  FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT COMPANY HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE, THE COMPANY, THE COMPANY APPS AND ITS SERVICES.  WE MAKE NO WARRANTY THAT YOU WILL MAKE MONEY OR NOT LOSE ANY MONEY IN CONNECTION WITH USER’S PARTICIPATION IN THE COMPANY APPS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS TERMS OF USE.  PARTICIPATION IN THE COMPANY APPS IS NOT AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

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14. DISCLAIMER OF INCIDENTAL AND CONSEQUENTIAL DAMAGES: EXCEPT FOR USER’S INDEMNITIES PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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15. LIABILITY CAP: In no event shall the aggregate liability of Company and this site, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, including without limitation any liability for direct damages, exceed the lesser of: (i) total amount of Remittance paid to you during the sixty (60) day period preceding the claim, or (ii) $100.

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16. GEOGRAPHIC RESTRICTIONS
    ‍The Company is based in the State of Minnesota in the United States. We use reasonable commercial efforts to maintain compliance with the laws, rules and regulations pertaining to all 50 states of the United States.  However, we make no claims that the Company or the Company Apps are accessible or appropriate either inside or outside of the United States. Access to the Company Apps may not be legal by certain persons in certain states and countries. When you access the Company Apps anywhere worldwide, you do so on your own initiative and are responsible for compliance with local laws.

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17. INDEMNIFICATION. By agreeing to the terms of this Terms of Use, User agrees to indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, stockholders, representatives and agents from and against any and all claims, losses, expenses or demands of liability, including attorneys' fees and costs incurred by them in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) User’s use of the Company Apps (ii) any breach by User of User’s obligations under this Terms of Use, (iii) any willful misconduct or negligent act, omission or misrepresentation by User, User’s agents or User’s employees, (iv) any violation by User of any federal, state or local, law, rule or regulation, or (v) the violation or alleged violation of third-party intellectual property rights or proprietary rights by the materials and content User submits, posts or transmits through the Company Apps or otherwise provides to Company for inclusion on the Company Apps. You may not settle any claim subject to indemnification without the prior written consent of Company. In addition, Company may, at its sole expense, participate in the defense and settlement of the claim.

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18. SUSPENSION AND TERMINATION. You understand and agree that we have no obligation to provide the Company Apps in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the Company Apps for any reason or for no reason at all.  You may suspend or terminate, in your sole discretion, your use of the Company Apps at any time and for any reason. If you wish to deactivate your account, please contact Company. Note that all outstanding payment obligations will survive suspension or termination of your account.

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19. DISPUTE RESOLUTION. Please read this Arbitration Agreement carefully. It is part of User’s contract with the Company and affects User’s rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

• (a) The parties agree that they shall make all best efforts to informally resolve any and all disputes relating to this Terms of Use and the relationship of the parties. This shall include in-person meetings, telephone conference calls and written correspondence. The parties shall even consider the use of a third-party mediator. In the event that all reasonable efforts to resolve the dispute are unsuccessful, then the parties shall be entitled to initiate an arbitration proceeding as set forth herein. The binding arbitration provision shall be the exclusive forum for the redress or resolution of any and all claims, disputes, controversies or any other unresolved issue.
• (b) The Parties hereby agree to binding arbitration, and that such binding arbitration shall apply to any claim, dispute, controversy, disagreement, unresolved issue, or other matter or question between Company or User that arises out of or relates to this Terms of Use, whether now or hereafter existing or its breach (collectively referenced for purposes of this Section as "Disputes'), including any claim that may constitute a class action. All Disputes will be decided by binding arbitration in Minneapolis, before one arbitrator in accordance with the American Arbitration Association Rules and Procedures (the "Rules"). The decision of the arbitrator shall be final and binding on the parties to this Terms of Use, any judgment upon the award rendered may be entered in any cause having jurisdiction thereof. Notwithstanding the foregoing, (i) either Party shall be entitled to obtain injunctive or similar relief by filing an action with a venue in a state or federal court in the State of Minnesota, County of Hennepin provided that the substantive issues shall thereafter be referred to arbitration as herein provided; and (ii) in the event of an action by or against any third party, any Party to this Terms of Use may join or otherwise proceed against the other Party as part of that action or in an action reasonably related to or arising therefrom. Each Party shall bear their own costs of arbitration (including, without limitation, attorney’s fees), except that the parties to this Terms of Use shall share equally all fees and expenses of the arbitrator. 
• (c) The parties hereby consent to personal jurisdiction of the state and federal courts located in the State of Minnesota, County of Hennepin for any action or proceeding arising from or relating to this Terms of Use or relating to any arbitration in which the parties are participants.
  COMPANY AND PROVIDER AGREE AND UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE ANY AND ALL DISPUTES BETWEEN THE PARTIES, EACH PARTY IS GIVING UP ANY RIGHT THAT THEY MAY HAVE TO A JUDGE OR JURY TRIAL.

• (d) User may bring claims only on its own behalf. Neither User nor Company will participate in a class action or class-wide arbitration for any claims covered by this Terms of Use to arbitrate. User ACKNOWLEDGES THAT IT IS GIVING UP ITS RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM User MAY HAVE AGAINST Company INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. User also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account or their usage of the Company Apps, if Company is a party to the proceeding.

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20. MISCELLANEOUS

• (a) Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, transmitted by facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the Receiving Party listed on the signature page to this Terms of Use, or at such other address as may hereafter be furnished in writing by either Party to the other Party, including in any applicable Company App. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier, provided the parties can provide confirming evidence of such, otherwise such notice shall be deemed to have been given as of the date received.
• (b) Merger/Modification. Attachments and Exhibits. Each document attached hereto, or otherwise executed as part of the onboarding or registration process between the Parties, as an attachment, Company App, exhibit or amendment shall hereby be incorporated herein by reference and together, constitute the Terms of Use. In the event any provision of this these Terms of Use conflicts with any attachment, Company App, exhibit or amendment, such attachment, such Company App, exhibit or amendment shall control with respect to the subject matter of the conflict. This Terms of Use constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior Terms of Uses and understandings or representations, whether written or oral, by the parties with respect to that subject matter. 
• (c) Governing Law. This Terms shall be governed by and interpreted in accordance with the laws of the State of Minnesota.
• (d) Severability. The invalidity, illegality or unenforceability of any term or provision of this Terms of Use shall in no way affect the validity, legality or enforceability of any other term or provision of this Terms of Use. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Terms of Use shall be enforceable as so modified.
• (e) Assignment by User. Without the consent of Company, User may not assign the Terms in whole or in part.  
• (f) Waiver. The waiver by either Party of a breach of or a default under any provision of these Terms of Use shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of these Terms of Use, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
• (g) Survival. Except as limited by this Terms of Use: (a) the representations and warranties of the parties contained herein will survive the termination of this Terms of Use; and (b) any other provision that, in order to give proper effect to its intent, should survive such termination, will survive the termination of this Terms of Use.‍
• (h) Your Comments and Concerns: aurorahelps.app is operated by Aurora Helps LLC  All feedback, comments, requests for technical support, and other communications relating to the Company Apps should be directed to: support@aurorahelps.app