Terms of Service

These Terms of Service (the “Terms”) form a binding legal agreement between you and Evith LLC, a Wyoming limited liability company with registered office at 30 N Gould St, Ste R, Sheridan, WY 82801, USA (“Helptal”, “we”, “us”, “our”). By creating an account, accessing, or using the Helptal service (the “Service”) you agree to these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and “you” / “Customer” refers to that organisation.

Please read these Terms carefully. They contain important provisions including an arbitration agreement, a class-action waiver, limitations of liability, and disclaimers of warranties. If you do not agree to these Terms, do not use the Service.

“Account” means the registered user account through which you access the Service. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Agent” means a user seat you provision inside your Workspace to handle support. “Confidential Information” has the meaning given in Section 11. “Customer Data” means any content, files, tickets, messages, customer records, attachments, knowledge-base articles, automations, or other information that you, your Agents, or your End Users submit to or generate through the Service. “Documentation” means the user guides and technical documentation we make available at helptal.com or inside the Service. “End User” means a third party that you support through the Service (typically a customer of your business who emails your support address, fills in a portal form, or chats through your embedded widget). “Order” means an order form, online sign-up, or upgrade transaction describing the Subscription you purchase. “Service” means the Helptal SaaS platform, websites, mobile or desktop applications, APIs, widgets, and related offerings provided by us. “Subscription” means a paid plan you purchase from us. “Workspace” means the tenant-scoped instance of the Service we provision for you.

Helptal is a multi-tenant software-as-a-service help desk that lets your team receive customer requests through email, web forms, live chat, an embedded portal, and integrations, then triage, assign, and reply to them. The Service also includes a knowledge base, appointment booking, reporting, automations, an API for programmatic integrations, optional AI assistance, and integrations with third-party tools. Subject to your timely payment of fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business operations and to support your End Users.

We may, from time to time, add, modify, deprecate, or discontinue features of the Service. Material reductions to features included in your then-current plan will be communicated at least thirty (30) days in advance by email or in-product notice. Beta or experimental features may be labelled as such, and they are provided strictly on an “as-is” basis with no warranty or service-level commitment; we may modify or terminate them at any time.

You must be at least eighteen (18) years old and have legal capacity to enter into a contract to use the Service. You agree to (a) provide accurate, current, and complete information at sign-up and keep it up to date; (b) keep your password, API tokens, and other credentials confidential; (c) not share an Agent seat between multiple human users; (d) notify us immediately at [email protected] of any actual or suspected unauthorised access or breach; and (e) be responsible for all activity that occurs under your Account.

We may require additional verification (including email confirmation, two-factor authentication, or domain verification) for certain features or sensitive actions. We may refuse, restrict, or suspend any Account that we reasonably suspect is fraudulent, abusive, or in violation of these Terms or applicable law.

As between you and us, you own all right, title, and interest in Customer Data. You grant us a worldwide, non-exclusive, royalty-free, sublicensable (to our hosting and infrastructure providers as needed) licence to host, copy, transmit, display, process, and create derivative copies of Customer Data solely (i) to provide, secure, and maintain the Service; (ii) to prevent fraud, abuse, or violations of these Terms; (iii) to comply with our legal obligations; (iv) to provide support to you upon request; and (v) to create de-identified, aggregated statistics that cannot reasonably be used to identify you or any End User. This licence terminates on deletion of the relevant Customer Data and otherwise on termination of these Terms, subject to the retention periods in our Privacy Policy and any legal hold.

You are responsible for (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all consents and rights necessary for us to process Customer Data in accordance with these Terms; (c) providing required notices to End Users about your use of the Service and any third-party tools you integrate; (d) responding to End User data-subject requests in your capacity as controller; and (e) the acts and omissions of your Agents, who are bound by these Terms through you.

You will not submit to the Service (and will not knowingly allow End Users to submit) any data that constitutes (a) protected health information regulated by HIPAA, except under a separately executed Business Associate Agreement; (b) cardholder data regulated by PCI-DSS, except in fields we explicitly designate for it; (c) government-issued identifiers (e.g., Social Security or passport numbers); or (d) special categories of personal data under GDPR Article 9 (race, religion, biometric, genetic, sexual orientation, etc.). The Service is not designed or warranted as a system of record for such data.

You agree not to, and not to permit any Agent, End User, or third party to:

(a) use the Service to send unsolicited bulk email, spam, malware, ransomware, phishing content, or any content that infringes another’s rights;
(b) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying ideas or algorithms of the Service, except where this restriction is prohibited by mandatory local law;
(c) probe, scan, port-scan, or test the vulnerability of the Service, or attempt to circumvent any security, authentication, or rate-limiting feature, without our prior written authorisation under a coordinated vulnerability disclosure or bug-bounty programme;
(d) resell, sublicense, rent, lease, or otherwise grant access to the Service to a third party, except to your own End Users in connection with your support of them;
(e) use the Service in a way that materially degrades performance, stability, or security for other customers, including by issuing excessive API requests in disregard of published rate limits;
(f) build a competitive product or service by extracting, copying, or scraping the Service or its content;
(g) use the Service to operate a service bureau or hosted offering for third parties;
(h) misrepresent the source of communications sent through the Service or use it to impersonate any person or entity;
(i) interfere with or disrupt the integrity or performance of the Service or the data it contains; or
(j) use the Service in violation of applicable export-control, sanctions, anti-corruption, anti-money-laundering, anti-spam (including CAN-SPAM, CASL, and GDPR consent rules), or any other law.

We may suspend, throttle, or restrict your access without prior notice when reasonably necessary to (i) prevent material harm to the Service, other customers, or third parties; (ii) comply with law or a binding governmental request; or (iii) respond to an emergency security incident. We will restore access as soon as the underlying issue is resolved and will use commercially reasonable efforts to give you contemporaneous notice.

Subscription model. Unless otherwise agreed in writing, Subscriptions are billed per active Agent per month, in United States dollars. The number of Agents under your Subscription is the number of seats provisioned in your Workspace at any time during the billing period; pro-rated charges may apply when you add or remove seats mid-cycle.

Automatic renewal. Unless cancelled before the end of the current term, paid plans automatically renew on the same cadence (monthly or annually) at our then-current list price. You authorise us, and our payment processor, to charge your designated payment instrument for all fees due. You may cancel auto-renewal at any time from your billing settings; cancellation takes effect at the end of your current billing period.

No refunds. All fees are non-refundable except where required by mandatory local law or expressly stated in these Terms. Cancellation does not entitle you to a refund or credit for the unused portion of your current billing period; you may continue to use the Service until the end of that period.

Price changes. We may change pricing on at least thirty (30) days’ notice. Price changes take effect on your next renewal. Continued use of the Service after the effective date constitutes acceptance.

Taxes. Fees are exclusive of all taxes, duties, levies, and similar governmental charges (including value-added, sales, use, withholding, and excise taxes). You are responsible for paying all such taxes associated with your Subscription, except for taxes based on our net income. If we are legally required to collect or pay any tax for which you are responsible, that amount will be added to your invoice. You will provide us with any tax-exemption certificates or VAT/GST registration numbers reasonably needed to confirm your status.

Late payments. Overdue amounts may bear interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate the Service for any payment past due more than ten (10) days. You will reimburse us for reasonable collection costs (including legal fees).

Trials and promotional offers. Free trials, where offered, last for the period stated at sign-up. We may shorten, extend, modify, or end trials at our discretion. If you do not subscribe before the trial ends, your access is downgraded or suspended, and your Workspace and Customer Data may be retained for a limited period in accordance with our Privacy Policy.

AI-assisted features — including drafting suggestions, automatic tagging, sentiment scoring, translation, knowledge-base bots, summarisation, similarity search, and similar functions — rely on machine-learning models, including third-party models operated by sub-processors. AI features are provided on an “as-is” and “as-available” basis. AI output can be inaccurate, biased, incomplete, or otherwise unsuitable, and may reflect the biases of the underlying training data. You remain solely responsible for reviewing, validating, and approving any AI-generated content before sending it to an End User or relying on it for any decision.

Helptal does not warrant that AI output is fit for any particular purpose. Where AI features are enabled by a Workspace administrator, we may transmit relevant Customer Data to AI sub-processors to fulfil the request; those providers are contractually prohibited from using your Customer Data to train models. You may disable AI features at any time from the Workspace settings.

Our IP. We and our licensors retain all right, title, and interest in and to the Service, including its software, design, documentation, data models, trade secrets, trademarks, service marks, and trade dress. No rights are granted to you by implication, estoppel, or otherwise, other than the rights expressly stated in these Terms. Helptal® is a trademark of Evith LLC. You may not use our name, logos, or trademarks without prior written consent, except to truthfully indicate that you use the Service in customer references or case studies you authorise.

Your content licence to us. See Section 4.

Feedback. If you submit suggestions, ideas, or feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable licence to use, modify, and incorporate Feedback into our products and services without restriction or obligation. We are not obligated to act on, or compensate you for, any Feedback.

DMCA / copyright complaints. If you believe content on the Service infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to our designated agent at [email protected]. We will respond consistently with the DMCA, including by removing infringing content and terminating accounts of repeat infringers.

The Service interoperates with third-party tools and services (such as collaboration platforms, calendaring providers, payment processors, email providers, SSO identity providers, embeddable chat widgets, and OAuth-connected apps). When you enable an integration you authorise the relevant data exchanges between Helptal and that third party. Third-party services are governed by their own terms and privacy policies; we are not responsible for their availability, content, accuracy, security, or actions. Disabling an integration may remove related Service functionality. We may add, modify, or remove integrations at any time.

We use commercially reasonable efforts to make the Service available 24×7 except for (a) planned maintenance announced at least 48 hours in advance, (b) emergency maintenance, and (c) unavailability caused by factors outside our reasonable control, including failures of internet backbone, third-party services, or events of force majeure (see Section 21). Customers on the Business plan or higher may be entitled to additional commitments under a separately published Service Level Agreement.

Standard support is provided by email and in-product chat during our published business hours. Response targets vary by plan. We do not commit to resolution timelines for issues beyond our control or for misuse of the Service.

Each party may disclose to the other information that is identified as confidential or that should reasonably be understood as confidential given its nature and the circumstances of disclosure (“Confidential Information”). Customer Data is your Confidential Information. The Service’s non-public features, prices, and roadmap are our Confidential Information. Each party will (a) use the other’s Confidential Information solely to perform under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care; and (c) limit access to employees, contractors, and advisors bound by similar obligations of confidentiality. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully known prior to disclosure, is independently developed without use of the other’s Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information as required by law or court order, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.

Term. These Terms remain in effect for as long as you have an Account or use the Service.

Termination by you. You may cancel your Subscription at any time from your billing settings. Cancellation takes effect at the end of your current billing period. You may also terminate these Terms for our material breach if we fail to cure within thirty (30) days of your written notice.

Termination or suspension by us. We may suspend or terminate your access (in whole or in part) immediately if (a) you materially breach these Terms and fail to cure within ten (10) days of our written notice (or immediately for security, abuse, or unlawful conduct); (b) you fail to pay fees when due and the payment is not made within ten (10) days of our reminder; (c) we reasonably believe your use creates a security, legal, or reputational risk for us, other customers, or End Users; or (d) we discontinue the Service.

Effect of termination. Upon termination, your right to use the Service ceases. You may export Customer Data for thirty (30) days after termination through the Service’s self-service export tools; thereafter we may delete it from production systems in accordance with our Privacy Policy. Sections that by their nature should survive (including ownership, confidentiality, payment of accrued fees, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

Mutual. Each party warrants that (a) it has the right and authority to enter into these Terms and (b) its performance will not violate applicable law.

Helptal. We warrant that during your paid Subscription the Service will perform materially in accordance with our then-current Documentation. As your sole remedy, and our entire liability, for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity; if we fail to do so within thirty (30) days of your written notice, you may terminate the affected Subscription and receive a pro-rata refund of prepaid fees for the unused portion of the term following termination.

EXCEPT AS EXPRESSLY STATED IN SECTION 13, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. We do not warrant that the Service will be uninterrupted, error-free, free of harmful components, or secure against every conceivable threat; that defects will be corrected; or that AI output, automated suggestions, or third-party content delivered through the Service will be accurate or complete.

EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

LIABILITY CAP. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO HELPTAL FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

EXCEPTIONS. The foregoing limits do not apply to (a) breach of confidentiality obligations (Section 11); (b) a party’s indemnification obligations (Section 16); (c) infringement or misappropriation by one party of the other party’s intellectual property; (d) your unpaid fees; or (e) liability that cannot be limited under applicable law (such as for fraud, wilful misconduct, gross negligence, or personal injury caused by negligence).

BASIS OF THE BARGAIN. The parties acknowledge that the foregoing limitations are an essential basis of the bargain and that, in their absence, the economic terms would have been materially different.

By you. You will defend, indemnify, and hold harmless Helptal, its Affiliates, and their officers, employees, agents, and licensors from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) Customer Data or your use of the Service; (b) your or your Agents’ breach of these Terms or violation of law; (c) your products or services; or (d) any End User’s use of, reliance on, or claim arising from your support operations.

By us. We will defend, indemnify, and hold harmless you from and against third-party claims alleging that the Service, when used by you within the scope of these Terms, infringes the third party’s United States copyright, trademark, or patent, and we will pay damages finally awarded by a court of competent jurisdiction or amounts agreed in a written settlement. Our obligations do not apply to claims arising from (i) Customer Data; (ii) your use of the Service in combination with software, data, or business processes not provided by us, where the combination is the basis of the claim; (iii) modifications to the Service made by anyone other than us; (iv) your use of the Service after we have notified you to discontinue such use; or (v) your breach of these Terms. If we receive a covered claim, we may, at our option and expense, (1) procure for you the right to continue using the Service, (2) modify the Service so it is non-infringing while substantially preserving functionality, or (3) terminate the affected Subscription and refund prepaid fees for the unused portion of the term.

Procedure. The indemnified party will (a) give the indemnifying party prompt written notice of the claim; (b) grant the indemnifying party sole control of the defence and settlement, provided no settlement requires the indemnified party to admit fault or pay any amount without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party’s expense.

This Section states the parties’ entire liability and sole remedy for third-party intellectual-property infringement claims related to the Service.

Our Privacy Policy describes how we collect, use, and protect personal data. Where we process personal data on your behalf as a processor (for example, End User data inside your tickets), our Data Processing Addendum (“DPA”) governs that processing; the DPA, which incorporates the EU Standard Contractual Clauses and applicable UK and Swiss addenda, is available on request at [email protected] and becomes part of these Terms when executed. We will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

You represent and warrant that (a) you are not located in, organised in, or a resident of a country subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and Sevastopol regions); (b) you are not on the U.S. Specially Designated Nationals list or any equivalent restricted-party list; and (c) you will not export, re-export, or transfer the Service in violation of U.S. or other applicable export-control or sanctions laws.

We may update these Terms from time to time. Material changes will be announced by email or in-product notice at least thirty (30) days before they take effect; non-material changes (such as clarifications, typographical fixes, or updates to align with the Service) may take effect immediately on posting. The “Last updated” date at the top of this page reflects the current version. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, your sole remedy is to cancel your Subscription before the change takes effect.

Governing law. These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, the parties will first attempt in good faith to resolve the dispute by notifying the other party in writing at the addresses below and conferring for at least thirty (30) days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules & Procedures (or, for amounts in controversy above $250,000, its Comprehensive Arbitration Rules & Procedures). The arbitration will be conducted by a single arbitrator, in English, in Sheridan, Wyoming, USA (or remotely by mutual agreement). Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. To the maximum extent permitted by law, each party waives any right to participate in a class, collective, or representative action against the other; arbitration will be conducted on an individual basis only.

Exceptions. Either party may (a) bring an individual action in small-claims court for claims within its jurisdictional limits or (b) seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to prevent unauthorised access to or use of the Service, in each case without first proceeding to arbitration.

Forum — non-arbitrable matters. For any dispute not subject to arbitration, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming.

Time limit. Any claim must be filed within one (1) year after the cause of action accrues; otherwise it is permanently barred.

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, fires, floods, pandemics, telecommunications or internet outages, denial-of-service attacks, governmental orders, or failure of third-party providers. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.

Notices to us must be in writing and sent to [email protected], with a copy by registered mail to Evith LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA. Notices to you may be sent to the email on file for your Account, posted in-product, or delivered to the postal address you provide. Notices are deemed received on delivery (for email and in-product) or three (3) business days after posting (for registered mail).

If you are a U.S. federal government entity, the Service constitutes “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, and is provided with only the rights set out in these Terms.

Entire agreement. These Terms, together with our Privacy Policy, any DPA, any Order, and any other policies referenced in these Terms, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications, proposals, and representations. Pre-printed terms on any purchase order or similar document you issue are of no force or effect.
Severability. If any provision is held unenforceable, the rest remains in effect, and the unenforceable provision will be reformed to the minimum extent needed to be enforceable while preserving the parties’ original intent.
Waiver. A party’s failure to enforce any provision is not a waiver of that or any other provision.
Assignment. You may not assign these Terms (by operation of law, merger, or otherwise) without our prior written consent; any attempted assignment in breach is void. We may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets.
No third-party beneficiaries. Except as expressly stated, these Terms do not confer rights on any third party.
Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship.
Headings. Are for convenience only and do not affect interpretation.
Language. The English version of these Terms is the controlling version; translations are provided for convenience only.

Evith LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA
General: [email protected] · Security: [email protected] · Privacy: [email protected]