TERMS OF SERVICE AGREEMENT

Thanks for choosing McKnight’s (“McKnight’s & HelixSix East LLC”, “we”, “us”, “our”). By signing up or otherwise using the HelixSix East & McKnight’s service, websites, and software applications (together, the “HelixSix East & McKnight’s Service” or “Service”), or accessing any content or material that is made available by HelixSix East & McKnight’s through the HelixSix East & McKnight’s Service (the “Content”) you are entering into a binding contract with HelixSix East & McKnight’s, Inc.

  1. Your agreement with us includes these Terms and Conditions of Use (“Terms”) and our Privacy Policy. (The Terms, Privacy Policy, and any additional terms that you agree to are referred to together as the “Agreements”). You acknowledge you have read and understood the Agreements, accept these Agreements and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, you may not use the HelixSix East & McKnight’s Service.
  2. Please read the Agreements carefully. They cover important information about HelixSix East & McKnight’s Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court.
  3. In order to use the HelixSix East & McKnight’s Service, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be a resident of the United States. You also promise that any registration information that you submit to HelixSix East & McKnight’s is true, accurate, and complete, and you agree to take whatever steps are required to keep it that way at all times.
  4. You are retaining the services of HelixSix East & McKnight’s, and HelixSix East & McKnight’s accepts employment by you in connection with the preparation of advertising and promotional material using the campaign builder supplied by HelixSix East & McKnight’s and the display of advertising and promotional material through search, social and other media sites on the internet designed to promote your services or products.
  5. The relationship contemplated by this agreement begins when you place an order through the HelixSix East & McKnight’s website, app or HelixSix East & McKnight’s account services staff, and shall continue in force until (1) you have no active order in place with HelixSix East & McKnight’s or (2) it is otherwise terminated in accordance with the terms of this Agreement.
  6. HelixSix East & McKnight’s’s duties shall include those of the following ordered by you.
    1. The preparation of one or more paid digital media ads for the promotion and advertising of your products or services designed to meet your goals.
    2. Schedules. The preparation of schedules for implementation of the paid digital media plans.
    3. Pay-Per-Click & Media Ads. Ads designed for the various platforms included as completed by you using HelixSix East & McKnight’s’s Campaign Builder or provided by you. In all cases, you are responsible for (1) the content provided by you including all proofing; (2) ensuring that you have secured all rights necessary to place all such materials (except the templates provided by HelixSix East & McKnight’s as provided) on each platform used in the paid media plan; (3) the effect of any translation or the social context applicable to all materials provided in any cultural context worldwide; and (4) the compliance of all such materials provided with the rules and regulations promulgated by applicable to each platform used in the paid media plan and the laws, rules and regulations applied by any government authority to any such platform.
    4. Contracts. To make contracts with the paid media advertising platforms including but not limited to Google, Facebook and YouTube.
    5. Proof of Service. To check on the appearance and reach of all elements of the paid media plan.
  7. Invoicing & Payment:
    1. SAAS FEE: You shall pay HelixSix East & McKnight’s a nonrefundable SAAS fee to open and maintain your account with HelixSix East & McKnight’s at the rate of $9.95 per calendar year. You authorize HelixSix East & McKnight’s to charge that fee to the credit card on file for your account or by withdrawal from the ACH account on file for your account.
    2. MINIMUM FIRST CAMPAIGN: You agree that the first submitted campaign shall be approved for and shall run for a minimum of three months and is noncancelable and nonrevocable. If the campaign begins or ends on anything other than the beginning of a month, the billing for the first paid media campaign shall be prorated, if necessary, for those periods of time.
    3. OTHER CAMPAIGNS: All other paid media campaigns shall be for a minimum duration of one month.
    4. BILLING & PAYMENT FOR CAMPAIGNS: All billing for paid media campaigns shall be subject to adjustment based upon actual insertion/performance results with the platforms the paid media campaign is being run on as of the first and fifteenth of each month. Any credit will be applied to the next payment and any additional charge will be added to the next payment. The paid media campaign shall be billed monthly in advance. The first and last charge for each paid media campaign shall be prorated for the portion of the calendar month the program is running in. All invoices shall be due and payable upon presentment either by charge to a credit card on file with HelixSix East & McKnight’s or by ACH withdrawal.
    5. HELIXSIX EAST & MCKNIGHT’S FEE: Each invoice presented as part of a paid media campaign includes a fee by HelixSix East & McKnight’s for its services included in the campaign pricing. That fee is in addition to the SAAS FEE.
    6. You understand and agree that it is your responsibility to provide HelixSix East & McKnight’s with sufficient funds in time for HelixSix East & McKnight’s to pay when due all proper charges platforms used in paid media campaigns. The anticipated charges as set by your campaign budgets in HelixSix East & McKnight’s will be included in the billing for each campaign in advance. Any failure by you to pay any campaign invoice when presented shall give HelixSix East & McKnight’s the right to terminate the paid media campaign being billed for and charge you any and all associated cancellation, termination, suspension or other charges, fees or fines imposed by any of the platforms used in the paid media campaign together with HelixSix East & McKnight’s’s termination/suspension charge which shall be equal to the greater of $1,000 per occurrence or 15% of the total of the charges imposed by the platforms used in the paid media campaign(s). You hereby authorize HelixSix East & McKnight’s to debit any credit card on file for its account or process and ACH withdrawal to any account on file for its account with HelixSix East & McKnight’s for such charges.
    7. Except for the MINIMUM FIRST CAMPAIGN which is noncancelable and nonrevocable once submitted by You, You reserve the right, in your own discretion and for any reason deemed by you to be sufficient, to modify or reject any and all schedules and plans submitted by HelixSix East & McKnight’s, and to direct HelixSix East & McKnight’s to cease work in connection with such schedules and plans, all upon thirty (30) days’ notice in the case of paid media campaigns which are running. In such case, HelixSix East & McKnight’s shall notify all platforms affected by such modification or rejection. The statement in this paragraph shall not be deemed to relieve you from paying the charges listed in Section 7f above.
  8. All templates provided for your use remain the exclusive property of HelixSix East & McKnight’s after termination of this Agreement. You shall have no further right to use any and all such property either directly or through agents or otherwise.
  9. Nothing in this agreement is to be construed in any way that would constitute a violation of HelixSix East & McKnight’s’s contracts with paid media platforms or other suppliers of elements of any paid digital media program.
  10. CHANGES TO THE AGREEMENTS
    1. Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we will provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the HelixSix East & McKnight’s Service or by sending you an email or text message. In some cases, we will notify you in advance, and your continued use of the HelixSix East & McKnight’s Service after the changes have been made is your acceptance of the changes. Please make sure you read any such notice carefully. If you do not wish to continue using the HelixSix East & McKnight’s Service under the new version of the Agreements, you may terminate the Agreements.
  11. RIGHTS WE GIVE YOU
    1. The HelixSix East & McKnight’s Service is the property of HelixSix East & McKnight’s or HelixSix East & McKnight’s's licensors. We grant you a limited, non-exclusive, revocable license to use the HelixSix East & McKnight’s Service (the “License”). This License shall remain in effect until and unless terminated by you or HelixSix East & McKnight’s. You promise and agree that you are using the HelixSix East & McKnight’s Service for your own use and that you will not redistribute or transfer the HelixSix East & McKnight’s Service.
    2. The HelixSix East & McKnight’s software applications are licensed, not sold, to you and HelixSix East & McKnight’s and its licensors retain ownership of all copies of the HelixSix East & McKnight’s software applications even after any installation (permanent or temporary) on your personal computers, mobile handsets, tablets, and/or other relevant devices, and  Internet properties which may include Websites, Domains, Analytics, Existing Google Ad words Accounts, Chat Programs, Emails (“Devices”).
    3. All HelixSix East & McKnight’s trademarks, service marks, trade names, logos, domain names, and any other features of the HelixSix East & McKnight’s brand (“HelixSix East & McKnight’s Brand Features”) are the sole property of HelixSix East & McKnight’s or its licensors. The Agreements do not grant you any right to use any HelixSix East & McKnight’s Brand Features.
    4. You agree that you will not have any right, title or interest to any HelixSix East & McKnight’s Service data, algorithm or any other tool used by the HelixSix East & McKnight’s Service at any time.
    5. You agree to abide by this Agreement and not to use the HelixSix East & McKnight’s Service or any part of it in any manner not expressly permitted by the Agreement. Except for the rights expressly granted to you in this Agreement, HelixSix East & McKnight’s grants no right, title, or interest to you in the HelixSix East & McKnight’s Service.
  12. USER-GENERATED CONTENT
    1. HelixSix East & McKnight’s users may add content through the HelixSix East & McKnight’s Service or the HelixSix East & McKnight’s Account Service Team by including their own content in templates provided by HelixSix East & McKnight’s or their own content without templates (which may include, for example, pictures, text, messages, information and/or other types of content) (“User Content”).
    2. You promise that, with respect to any User Content you use through HelixSix East & McKnight’s, (1) you have the right to use such User Content; and (2) such User Content, or its use by HelixSix East & McKnight’s as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including, without limitation, copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by HelixSix East & McKnight’s or any entity or individual without express written consent from such individual or entity.
    3. HelixSix East & McKnight’s may, but has no obligation to, monitor, review, or edit User Content. In all cases, HelixSix East & McKnight’s reserves the right to remove or disable access to any User Content for any or no reason, including, but not limited to, User Content that, in HelixSix East & McKnight’s’s sole discretion, violates the Agreements. HelixSix East & McKnight’s may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
    4. You are solely responsible for all User Content you use. HelixSix East & McKnight’s is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST HELIXSIX EAST & MCKNIGHT’S RELATED TO USER CONTENT THAT YOU USE, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD HELIXSIX EAST & MCKNIGHT’S HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
  13. RIGHTS YOU GIVE US
    1. In consideration for the rights granted to you under the Agreements and to make it possible for the HelixSix East & McKnight’s Service to operate, you grant us the right (1) to allow the HelixSix East & McKnight’s Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the HelixSix East & McKnight’s Service, and (2) to provide HelixSix East & McKnight’s staff access to your Device for technical support purposes in the ways noted in Section 11b or as otherwise necessary as determined by HelixSix East & McKnight’s.
    2. If you provide feedback, ideas or suggestions to HelixSix East & McKnight’s in connection with the HelixSix East & McKnight’s Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize HelixSix East & McKnight’s to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
  14. USER GUIDELINES

HelixSix East & McKnight’s respects intellectual property rights and expects you to do the same. We have established a few ground rules for you to follow when using the HelixSix East & McKnight’s Service. The following is not permitted for any reason whatsoever:

    1. making any use of the HelixSix East & McKnight’s Service which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the HelixSix East & McKnight’s Service or any part of it;
    2. reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the HelixSix East & McKnight’s Service, Content or any part thereof unless permitted by applicable law; circumventing any technology used by HelixSix East & McKnight’s, its licensors, or any third party to protect the HelixSix East & McKnight’s Service;
    3. using, attempting to use, duplicating, attempting to duplicate or in any other way using, sharing or attempting to use, sharing or attempting to disassemble and discover any of the HelixSix East & McKnight’s Service ads, data, buying techniques or algorithms including access Ad Words, YouTube, Facebook or other media buying interfaces, data, keyword or variables the HelixSix East & McKnight’s Service may use to purchase campaigns, all of which are proprietary to HelixSix East & McKnight’s;
    4. selling, renting, sublicensing or leasing of any part of the HelixSix East & McKnight’s Service; circumventing any territorial restrictions applied by HelixSix East & McKnight’s;
    5. removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the HelixSix East & McKnight’s Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
    6. providing your password to any other person or using any other person’s username and password;
    7. “crawling” the HelixSix East & McKnight’s Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from HelixSix East & McKnight’s.
    8. inserting any User Content, or register and/or use a username, which is or includes material that:
      1. is offensive, abusive, defamatory, pornographic, threatening, or obscene; is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of anyone;
      2. includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
      3. includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the HelixSix East & McKnight’s Service; is intended to or does harass or bully other users;
      4. impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
      5. involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes;
      6. interferes with or in any way disrupts the HelixSix East & McKnight’s Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the HelixSix East & McKnight’s Service or HelixSix East & McKnight’s’s computer systems, network, usage rules, or any of HelixSix East & McKnight’s’s security components, authentication measures or any other protection measures applicable to the HelixSix East & McKnight’s Service, the Content or any part thereof; or conflicts with the Agreements, as determined by HelixSix East & McKnight’s.
    9. You acknowledge and agree that using any such User Content may result in immediate termination or suspension of your HelixSix East & McKnight’s account. You also agree that HelixSix East & McKnight’s may also reclaim your username for any reason. Any such action by HelixSix East & McKnight’s is in addition to any other rights and remedies it may have and not a limitation thereon.
  1. Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the HelixSix East & McKnight’s Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
  2. SERVICE LIMITATIONS AND MODIFICATIONS

HelixSix East & McKnight’s will make reasonable efforts to keep the HelixSix East & McKnight’s Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, HelixSix East & McKnight’s reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the HelixSix East & McKnight’s Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the HelixSix East & McKnight’s Service or any function or feature thereof. You understand, agree, and accept that HelixSix East & McKnight’s has no obligation to maintain, support, upgrade, or update the HelixSix East & McKnight’s Service, or to provide all or any specific content through the HelixSix East & McKnight’s Service. This section will be enforced to the extent permissible by applicable law.

  1. CUSTOMER SUPPORT

For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable efforts to respond to all Customer Support queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.

  1. HelixSix East & McKnight’s may change the price for its services including the SAAS FEE from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. As permitted by local law, you accept the new price by continuing to use the HelixSix East & McKnight’s Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the HelixSix East & McKnight’s Service prior to the price change going into effect. Therefore, please make sure you read any such notification of price changes carefully.
  2. WARRANTY AND DISCLAIMER

WE TRY TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE HELIXSIX EAST & MCKNIGHT’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE HELIXSIX EAST & MCKNIGHT’S SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HELIXSIX EAST & MCKNIGHT’S AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HELIXSIX EAST & MCKNIGHT’S DOES NOT WARRANT THAT THE HELIXSIX EAST & MCKNIGHT’S SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

  1. LIMITATIONS AND TIME FOR FILING
    1. You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the HelixSix East & McKnight’s Service is to uninstall any HelixSix East & McKnight’s software and to stop using the HelixSix East & McKnight’s Service.
    2. To the fullest extent permitted by law, in no event will HelixSix East & McKnight’s, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use or inability to use the HelixSix East & McKnight’s Service, third party applications, or third party application content, regardless of legal theory, without regard to whether HelixSix East & McKnight’s has been warned of the possibility of those damages, and even if a remedy fails its essential purpose; or (3) aggregate liability for all claims relating to the HelixSix East & McKnight’s Service, third party applications, or third party application content more than the amounts paid by you to HelixSix East & McKnight’s for its fees and SAAS charges during the prior twelve months in question, to the extent permissible by applicable law.
    3. To the fullest extent permitted by applicable law, you agree that any claim against HelixSix East & McKnight’s must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
  2. THIRD PARTIES

There are two possible ways that a HelixSix East & McKnight’s Account can be used for the benefit of third parties. One is where you use your HelixSix East & McKnight’s Account for the benefit of third parties. The second is where you allow an agent to operate your HelixSix East & McKnight’s Account on your behalf.

    1. If you use your HelixSix East & McKnight’s Account for the benefit of third parties, you agree to the following:
      1. That any User Content you use, create or place on behalf of third parties meets all of the requirements of this Agreement.
      2. That you are authorized to use, create or place User Content for each such third party.
      3. That you use of HelixSix East & McKnight’s on behalf of third parties will in all instances comply with all of the terms of this Agreement, including, without limitation, all of the USER GUIDELINES.
      4. That in addition to all other rights granted to HelixSix East & McKnight’s under this Agreement, HelixSix East & McKnight’s shall have the absolute and final right to terminate your HelixSix East & McKnight’s Account by reason of any complaint by any third party for whose benefit you have used your HelixSix East & McKnight’s Account without incurring any liability to you or any third party for whose benefit you have used your HelixSix East & McKnight’s Account.
      5. That as far as legally possible, you agree and commit any such third party to the provisions of this Agreement, including, without limitation, the CHOICE OF LAW, MANDATORY ARBITRATION, VENUE and LIMITATIONS provisions of this Agreement
      6. That in addition to the indemnification obligations contained elsewhere in this Agreement, you will indemnify and hold HelixSix East & McKnight’s harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of your relationship with each such third party and all of your activities through the HelixSix East & McKnight’s Account on behalf of any such third party. You also agree that your indemnification obligation to HelixSix East & McKnight’s extends to any damages, losses, and expenses of any kind (including reasonable attorney fees and costs) incurred by HelixSix East & McKnight’s beyond those HelixSix East & McKnight’s would have incurred beyond the limits contained in this Agreement if any such third party is allowed to maintain a claim beyond or outside the scope you have agreed to in this Agreement.  This includes any costs and attorney fees incurred by HelixSix East & McKnight’s by reason of being required to litigate any claim in court.
    2. If you allow an agent to operate your HelixSix East & McKnight’s Account on your behalf, you agree to the following:
      1. You will be  financially responsible for all activity conducted by the agent on your HelixSix East & McKnight’s Account, regardless whether you actually authorized the activity.  You are voluntarily granting that agent access to your account and are therefore liable for that agent’s activity INCLUDING any activity that occurs because of your agent’s negligence like your agent allowing one or more other people to gain access to your HelixSix East & McKnight’s Account.
      2. You agree that we may treat any agent as though they were you in terms of their use of the HelixSix East & McKnight’s Account including sharing any information contained in or about the HelixSix East & McKnight’s Account with them unless and until you send us actual written notice that any authority you have granted any agent has been terminated using the notice process set out in this Agreement for notices of arbitration.
      3. You understand and agree that we may enter in a separate agreement with the agent to pay commissions to the agent based on the money paid on your HelixSix East & McKnight’s Account.
      4. In addition to the indemnification obligations contained elsewhere in this Agreement, you will indemnify and hold HelixSix East & McKnight’s harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of your relationship with your agent and all of your agent’s activities through the HelixSix East & McKnight’s Account including any other third parties your agent give access to HelixSix East & McKnight’s Account to regardless of how that happened and regardless of whether it was or was not authorized by you. You also agree that your indemnification obligation to HelixSix East & McKnight’s extends to any damages, losses, and expenses of any kind (including reasonable attorney fees and costs) incurred by HelixSix East & McKnight’s beyond those HelixSix East & McKnight’s would have incurred beyond the limits contained in this Agreement if any such agent or third party is allowed to maintain a claim beyond or outside the scope you have agreed to in this Agreement.  This includes any costs and attorney fees incurred by HelixSix East & McKnight’s by reason of being required to litigate any claim in court.
  1. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and HelixSix East & McKnight’s, the Agreements constitute all the terms and conditions agreed upon between you and HelixSix East & McKnight’s and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

  1. SEVERABILITY AND WAIVER
    1. Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
    2. Any failure by HelixSix East & McKnight’s or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive HelixSix East & McKnight’s’s or the applicable third party beneficiary’s right to do so.
  2. ASSIGNMENT

HelixSix East & McKnight’s may assign the Agreements or any part of them, and HelixSix East & McKnight’s may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

  1. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold HelixSix East & McKnight’s harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the HelixSix East & McKnight’s Service; and (4) your violation of any law or the rights of a third party.

  1. CHOICE OF LAW, MANDATORY ARBITRATION AND VENUE
    1. Governing Law / Jurisdiction
      1. The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the Commonwealth of Massachusetts, United States of America, without regard to choice or conflicts of law principles.
      2. Further, you and HelixSix East & McKnight’s agree to the jurisdiction of the Western Division of the District of Massachusetts if there is Federal jurisdiction or the Trial Court of Massachusetts in and for Hampden County, Massachusetts if there is no Federal jurisdiction, to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them) and is not subject to mandatory arbitration.
    2. Arbitration Agreement

This Arbitration Agreement applies only to users in the United States.

      1. You and HelixSix East & McKnight’s agree that any dispute, claim, or controversy between you and HelixSix East & McKnight’s arising in connection with or relating in any way to these Agreements or to your relationship with HelixSix East & McKnight’s as a user of the HelixSix East & McKnight’s Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and HelixSix East & McKnight’s further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
      2. Exceptions - Notwithstanding the clause above, you and HelixSix East & McKnight’s both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, or at any time bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.
      3. No Class Or Representative Proceedings: Class Action Waiver - YOU AND HELIXSIX EAST & MCKNIGHT’S AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and HelixSix East & McKnight’s agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
      4. Arbitration rules
        1. Either you or we may start arbitration proceedings. Any arbitration between you and HelixSix East & McKnight’s will take place under the Expedited Case Provisions of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement with all matters conducted solely on the basis of documents submitted to the arbitrator or, upon agreement of both of us, through a non-appearance based telephonic hearing. You and HelixSix East & McKnight’s agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). Any arbitration hearings otherwise agreed to or ordered will take place in Springfield, Massachusetts.
        2. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
      5. Notice; Process - A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail or text message ("Notice"). HelixSix East & McKnight’s's address for Notice is: HelixSix East & McKnight’s, Inc., 3 Ferry St Studio 3W, Easthampton, MA 01027. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or HelixSix East & McKnight’s may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or HelixSix East & McKnight’s shall not be disclosed to the arbitrator. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
      6. Enforceability - If this Arbitration Agreement is invalidated in whole or in part, we both agree that the exclusive jurisdiction and venue described above shall govern any claim in court arising out of or related to the Agreements.