HELP
Content Creator
Terms & Conditions

1. Introduction

• a. Application

  These Terms apply to and govern your access to and use of the Platform.

• b. Acceptance

  By accessing or using the Platform, reviewing the Materials, or clicking a checkbox referencing these Terms, you agree to these Terms without modifications or reservations, forming a legally binding agreement with us. If you do not agree to these Terms, you must refrain from using the Platform and discontinue any related engagement immediately. If you are acting on behalf of an entity, you confirm that you are authorised to accept and agree to these Terms on both its behalf and your own.

• c. Personal Data

  Your personal data is processed in accordance with the HELP Content Creator Privacy Notice.

• d. Modification

  These Terms may be modified, supplemented, or updated from time to time without your consent or prior notice. In this case, the “Last Updated” date and version number at the top of these Terms will be updated accordingly. The updated Terms will automatically replace and supersede the previous version upon publication, taking immediate effect. By continuing to use the Platform, you confirm your acceptance of the updated Terms. It is your responsibility to review these Terms regularly to stay informed of any changes. If you do not agree to the amended Terms, you must immediately stop using the Platform.

• e. Interpretation

  Capitalised terms used herein and rules of interpretation are defined in the Interpretation Section.

2. Eligibility

To use the Platform functionality, you must: (i) be capable of forming a legally binding agreement with us; (ii) not be a Prohibited Person nor act for their benefit; (iii) be at least 18 years old or of majority in your jurisdiction; (iv) if acting on behalf of an entity, be authorised by the entity and confirm that it is properly existing; and (v) comply with these Terms. If you do not meet these requirements, you will not be eligible for using the Platform functionality and must cease any related engagement immediately until you do.

3. Platform

• a. Functionality and Description

  The Platform functionality and description may be detailed in the HELP Materials or otherwise communicated by us or on our behalf through the Communication Channels. The Platform’s parameters and functionality may be modified, updated, or expanded at any time at our sole discretion. This includes the introduction of new features, updates to existing functionality, or the removal of certain features. We do not guarantee or warrant the availability of any specific Platform functionality at present or in the future. The Platform may evolve over time, and we reserve the right to make changes as necessary to improve user experience, enhance performance, or adapt to technological advancements.

• b. Licences and Proprietary Rights

  • i. License

    Subject to your compliance with these Terms, you are hereby granted the Licence, which remains effective until it is revoked at our sole discretion or these Terms terminate or expire.

  • ii. FOSS Components

    Platform items or components distributed under a FOSS Licence, if any, are not covered by the Licence and are provided to you under the terms of the applicable FOSS Licences.

  • iii. Reservation of Rights

    All rights not explicitly granted under the Licence or applicable FOSS Licences remain reserved by the respective rights holders of the Intellectual Property, which may be demonstrated within the Platform, contained in the HELP Materials, or otherwise made available to you.

  • iv. Compliance

    Your access to and use of the Platform must comply with the terms of the Licence and any applicable FOSS Licences.

  • v. Feedback

    By sharing any Feedback through or in connection with the Platform, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid-up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, commercialize, and create derivative works from your Feedback, including the right to assign these rights to third parties in whole or in part.

• c. Profiles

  If the Platform functionality allows, you may create a Profile. You are solely responsible for securing any credentials associated with your Profile, including maintaining proper backups. You acknowledge that if your credentials are lost and are not stored on our servers, we will not be able to restore them or recover your associated Profile. We bear no liability for any losses or damages, including consequential, incidental, or indirect damages, resulting from unauthorised use of your Profile, whether caused by your failure to safeguard your credentials or any other reason. It is your responsibility to ensure the confidentiality and security of your Profile credentials and associated data. You may not transfer your Profile to anyone else without our prior written permission. You are solely responsible for any activity associated with your Profile.

• d. Fees

  Currently, the Platform is free, however, we reserve the right to charge certain fees for and/or in connection with your use of the Platform in the future. If applicable, any such fees will be displayed within the Platform. All fees, if any, are final and non-refundable, as payment grants you immediate access to the respective Platform functionality. You are solely responsible for any costs, commissions, taxes, or other charges arising from or in connection with payments you make via or in relation to the Platform.

• e. Updates and Availability

  The Platform, including its underlying technical infrastructure and software, may be terminated, suspended, updated or modified at any time with or without a reason or prior notice. The Platform or its components may also become inaccessible or inoperable due to maintenance, updates, disruptions, cyberattacks, technical issues, Force Majeure circumstances, unavailability of Third-Party Services, and so forth. Access may also be limited, suspended, or restricted with immediate effect and without notification and liability, regardless of reason, including if you violate these Terms or applicable laws, create legal exposure for us or Affiliates, are identified as a Prohibited Person or act on their behalf. The Platform may integrate software, solutions, or tools to identify Prohibited Persons or users violating these Terms or laws. You must comply with all limitations outlined in these Terms and not attempt to circumvent or bypass them.

4. AI Models and Training

• a. AI Models

  The Derivative Works are created, and the Content is processed, analysed, and transformed, by the AI Models. The AI Models apply various editing techniques, enhancements, and modifications based on pre-trained algorithms. Processing may be performed autonomously, without direct human intervention, or with the assistance of Data Annotators, as described in these Terms. The output is generated based on learned patterns and data, and its quality, accuracy, and suitability may vary depending on the AI Models’ capabilities, level of training, and inherent limitations. As a result, the Derivative Works require your review and evaluation before further use or distribution.

• b. Data Annotation

  By using the Platform, you acknowledge and agree that your Content may undergo data annotation, which may involve human-assisted processing to train and refine the AI Models. In such cases, Data Annotators may review, label, and categorise the Derivative Works and/or your Content to improve AI Model accuracy, enhance generation of the Derivative Works, optimise automated Content editing processes, and improve the overall performance of AI-driven Platform functionality. This process helps the AI Models better recognise patterns and generate more precise and efficient Derivative Works. You further acknowledge that we are not obligated to verify, check, or validate any Data Annotator, and their involvement does not guarantee any specific outcome, including the successful enhancement of AI Model accuracy or its proper operation. There is no assurance regarding the expertise, professionalism, or quality of work of any Data Annotator. While Data Annotators contribute to refining the AI Models, we may not oversee their work, and we have no legal affiliation, partnership or joint venture with them.

• c. Opt-Out from AI Models Training

  If you prefer that your Content and associated Derivative Works not be used for the training, refinement, or optimisation of AI Models or for data annotation purposes, you may choose not to use the Platform. If you are willing to remove your Content and associated Derivative Works from the Platform and related servers, if technically feasible, you may use the respective Platform functionality, if available, or contact us to request removal. While we respect your right to manage and delete your Content, you acknowledge that data already incorporated into AI Model training processes cannot be removed from the AI Models’ memory or retroactively erased from previously trained systems. This is due to the inherent nature of machine learning, where AI Models continuously learn from large datasets to improve accuracy and enhance performance. Once data has been processed and integrated into AI Model training, it becomes part of broader learning patterns, meaning the AI Models typically do not retain individual Content in a retrievable or identifiable form. As a result, deleting your Content from the Platform and related servers does not erase its influence on AI Models that have already been trained using that data. However, any removed Content will not be used for future AI Models training.

• d. Acknowledgements

  Artificial intelligence and machine learning are rapidly evolving fields, and as such, the Derivative Works generated by the Platform may not meet your expectations in terms of quality, accuracy, error-free performance, fitness for a particular purpose, or suitability for further use or distribution. We do not guarantee that the Derivative Works will meet your specific requirements, function without errors, or comply with any third-party standards, guidelines, or policies. You are solely responsible for evaluating whether any Derivative Work is appropriate for your intended use, including its further distribution on social media or other third-party platforms. We assume no liability for any consequences arising from your reliance on, use, or distribution of the Derivative Works. Your use of any Derivative Works is always at your own risk and discretion.

5. Content

• a. Ownership

  You, or the respective right holder, retain ownership of and all rights to the Content you share and/or upload to the Platform, as well as to all Derivative Works based on it, and you are solely responsible for it. If, for any reason, any rights in such Derivative Works do not automatically belong to you, and we are deemed the owner of such rights, we hereby, to the extent permitted under the applicable law, assign, transfer, and convey to you or the respective copyright holder, exclusively and perpetually, all rights, title, and interest in and to such Derivative Works from the moment of their creation. Other than outlined herein, we shall not obtain any rights in and to the Content or Derivative Works.

• b. Representation

  By sharing and/or uploading the Content, you represent and warrant that you either own the necessary intellectual property rights or have obtained all necessary permissions to use, share, and modify it, and that it complies with these Terms, third-party rights, and all applicable laws.

• c. Use of Content

  We use your Content and associated Derivative Works in accordance with these Terms. By uploading, submitting and/or sharing the Content, you grant us a non-exclusive, royalty-free, revocable (on the terms and subject to the conditions outlined in these Terms), worldwide licence to use, utilise and exploit such Content and associated Derivative Works for the following purposes, including assign these rights to our Affiliates, successors and/or assigns, in whole or in part, which remains effective until either you or we decide to delete your Content and associated Derivative Works:

  • i. Content Processing

    To copy, display, duplicate, modify, adapt, transform, and otherwise reproduce your Content and associated Derivative Works as necessary to enable your use of the relevant Platform functionality and/or generate the respective Derivative Works. This may include reformatting, extracting key segments, applying enhancements, or making other alterations to optimise your Content for further use and distribution.

  • ii. Creation of Derivative Works

    To generate, modify, and adapt your Content to create the Derivative Works, including but not limited to AI-enhanced edits, short-form videos for social media, restructured formats, or other transformations. This may involve automated scene detection, video summarisation, or other modifications powered by the AI Models.

  • iii. Content Hosting

    To host and store the Content and associated Derivative Works on our servers or those of respective Third-Party Service providers, ensuring their accessibility for editing, processing, and retrieval as necessary for your use of the Platform.

  • iv. AI Training

    To improve and enhance the AI Models that the Platform uses and/or relies on, including for their training, refinement, and optimization to enhance and improve content editing capabilities and generation of derivative works.

  • v. Content Sharing

    The Content and associated Derivative Works may be shared with (i) the respective HELP Parties, if and to the extent necessary to enable your use of the relevant Platform functionality and/or for AI Model training, refining and improving their accuracy, as outlined in these Terms; and (ii) the third-party platforms linked to your social media accounts, but only upon your direct instruction submitted to the Platform, if the functionality allows so.

• d. Moderation

  You are solely responsible for the Content you share and/or upload. We reserve the right, but not the obligation, to review, monitor, restrict, or remove any Content or Derivative Work. We reserve the right to remove any Content or Derivative Work from the Platform at any time, for any reason (including, but not limited to, if someone alleges you uploaded the Content in violation of these Terms), in our sole discretion, and without notice. If you believe your Content or Derivative Work was removed by mistake, you may submit a written notification via email, including your name and email address, a description of the removed Content or Derivative Work, and a statement that you have a good faith belief the removal was due to mistake or misidentification. After investigation, if technically feasible, we may, at our discretion, restore the removed Content or Derivative Work.

• e. Public Content Performance

  Your Content and/or Derivative Works may be shared with third-party platforms at your direction, and by submitting the relevant instruction to the Platform, you authorise us to do so. You further acknowledge that once Content and/or associated Derivative Works are publicly displayed and published, they may be accessed, viewed, and redistributed by others, and we do not have control over or the ability to restrict their further use beyond the Platform. It is your responsibility to ensure that any publicly shared Content and/or Derivative Works comply with applicable laws, third-party rights, and the terms of the third-party platforms where they are published.

• f. Content Availability and Accessibility

  While we endeavour to implement industry-standard security measures to protect stored Content and associated Derivative Works, we are not required to store and/or maintain backup copies of them. The Platform is not intended to serve as a storage or hosting service for the Content, and we do not guarantee the indefinite availability of your Content and/or associated Derivative Works. Your Content and Derivative Works may be removed or become inaccessible at any time, for any reason, with or without a prior notice. Additionally, we may not be able to retrieve, restore, or provide access to any Content and Derivative Works that have been deleted, lost, or otherwise rendered unavailable. Therefore, you are solely responsible for maintaining independent backups of any Content or Derivative Works you wish to retain.

• g. Security and Confidentiality

  We will make commercially reasonable efforts to implement and maintain security measures necessary to protect the confidentiality and integrity of your Content and associated Derivative Works hosted by us. However, we cannot guarantee absolute security, and you acknowledge that unauthorised third parties may attempt to circumvent the Platform security measures or misuse your data. We will not distribute your Content and/or associated Derivative Works to any third party except as outlined in these Terms, upon your instructions, or when required to comply with applicable law or a valid and binding order from a governmental authority (such as a subpoena or court order). Where legally permitted, we will make reasonable efforts to either redirect the requesting party to obtain the data directly from you.

• h. Copyright Infringement

  If you reasonably believe that (i) we have violated your copyright or those of the right holder you represent, or (ii) any Content Creator has shared and/or uploaded the Content that infringes your copyright or those of the right holder you represent, you are encouraged to notify us via email. Your written notification must include: (i) your name, residence, and email addresses, as well as those of the copyright owner you represent (if applicable); (ii) a description of the copyrighted Content that you claim has been infringed; (iii) a statement that you have a good faith belief that the disputed use is not authorised; and (iv) a statement that all information provided is accurate, and that you or the person you represent are the copyright owner. If you are acting on behalf of the copyright owner, you must also provide documentation or another instrument authorising you to act on their behalf.

6. Your Representations and Warranties

By accepting these Terms, you make the following representations and warranties, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your use of the Platform and its components:

• a. Acknowledgement of Terms

  You have read and understood these Terms, have the authority to accept them, enter into a binding legal agreement with us, and meet the obligations these Terms outline.

• b. No Conflict

  Acceptance of these Terms will not breach or conflict with any court orders, judgments, or existing agreements or arrangements you are bound by.

• c. Approvals or Authorisations

  If and to the extent necessary, all consents, permissions, authorisations, approvals, and agreements from third parties, as well as those required for the intended use of the Content, have been obtained and are valid at all material times when you accept these Terms and use the Platform.

• d. Third-Party Rights

  Your Content will not violate any applicable laws, legal judgments, or third party’s rights.

• e. Compliance

  Your acceptance of these Terms and use of the Platform is in full compliance with all applicable laws.

• f. Prohibited Person Status

  You are not a Prohibited Person, nor act on behalf or for the benefit of a Prohibited Person.

• g. Expectations

  You understand that your use of the Platform may not meet your expectations, be beneficial, or fit for a particular purpose, and that you alone decide whether to use it.

• h. Independent Decision-Making

  You will carefully evaluate, check, and verify any content made available to you through the Communication Channels or otherwise, including any HELP Materials, before using or relying on it in any way. You must not base any decisions solely on information provided in the HELP Materials.

7. Prohibited Activities

You must not conduct or participate in any of the following activities, whether directly or indirectly, when using the Platform:

• a. No Disruption and Interference

  Do not disrupt, interfere with, or inhibit others from using the Platform. Additionally, you are prohibited from engaging in activities that could disable, impair, or harm the Platform and its underlying infrastructure or software.

• b. No Restrictions Circumvention

  Do not circumvent or attempt to bypass any access or functionality restrictions.

• c. No Unauthorised Data Extract

  Do not use any data mining, robot, spider, crawler, scraper, or other similar data gathering or extraction methods designed to scrape or extract data from the Platform or its components.

• d. No Illegal Use and Harm to Others

  Do not use the Platform and engage with the Communication Channels for illegal purposes, or those that are harmful or detrimental to the Platform, HELP Parties, or others.

• e. No Harmful or Malicious Activities

  Do not use malware, harmful code, or software, engage in hacker attacks, or exploit any technical glitches, malfunctions, failures, delays, defaults, or security breaches in relation to the Platform and its underlying infrastructure or software.

• f. No Third-Party Rights Violation

  Do not violate any rights of any third party, including intellectual property rights.

• g. No Copyright Infringement

  Without prejudice to the terms of the applicable FOSS Licences, do not (i) modify, adapt, or integrate any part of the Platform into another program or application; (ii) disassemble, decompile, reverse-engineer, or attempt to access the source code, object code, or underlying algorithms of the Platform or its components; (iii) copy, replicate, download, store, distribute, transfer, broadcast, publish, alter, sell, lease, sublicense, or create derivative works from any part of the Platform’s Intellectual Property, which excludes the Derivate Works generated for you; and (iv) remove or modify any copyright statements, labels, or licensing information.

• h. No Impersonation

  Do not impersonate any person, project, or entity, or misrepresent your affiliation with them in any way. This includes attempting to disguise your identity or the origin of any messages or transmissions sent to us or others.

• i. No Harassment, Illegal or Other Inappropriate Content

  Do not create, share, upload, or transmit any Content that is abusive, harassing, defamatory, fraudulent, threatening, obscene, invasive of privacy, or otherwise objectionable, including, but not limited to, content containing hate speech or discrimination, pornography, exploiting children, depicting unlawful acts, extreme violence, or animal cruelty, as well as that promoting fraudulent schemes, drugs, hacking, gambling, or other unlawful activities.

• j. Good Faith and Lawful Conduct

  Do not act unfairly and contrary to the principle of good faith, nor carry out any other activities that violate any applicable regulations, rules, orders, etc.

8. No Warranties and Representations

Your decision to use the Platform is entirely up to you. We make no express or implied warranties regarding the Platform, as well as HELP Materials, including any implied warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose, or warranties arising from any course of performance or usage of trade, all of which are expressly denied and disclaimed. Specifically, we expressly deny and disclaim the following warranties:

• a. No Warranties About Platform Operation

  There is no warranty that the Platform and associated infrastructure will function as expected or contain any particular components.

• b. No Warranties About Security or Availability

  There is no warranty that the Platform or its infrastructure will be secure, error-free, or available at any time or place. They may contain bugs, viruses, or other harmful elements, and there is no assurance they will be protected from hackers, malware, or other attacks. We also do not guarantee that any issues or defects will be fixed.

• c. No Warranties About Suitability or Purpose

  There is no warranty that the Platform and associated infrastructure will meet your expectations, serve a particular purpose, or be beneficial or suitable to you.

• d. No Warranties About Derivative Works

  There is no warranty that the Derivative Works generated via the Platform will be of good quality, meet your expectations, or be beneficial or suitable for your intended use. Additionally, if shared via social media platforms, there is no assurance that they will achieve any expected or desired results, including, but not limited to, click-through rates, views, outreach, likes or other engagement metrics.

9. Suspension and Termination

• a. Terms

  The final decision on whether to terminate or suspend your access to the Platform and/or associated Profile, if any, shall be taken by us at our sole and absolute discretion. You acknowledge and agree that the below termination and suspension circumstances are not exhaustive, and our decision to limit, terminate, suspend, or restrict your access to the Platform may be based on confidential criteria essential to our compliance, risk management, and security policies.

• b. Grounds

  We have the right to immediately suspend or terminate your access to the Platform and/or your Profile, if any, with or without prior notice, for any reason, including if:

  • i. Ineligibility

    You are not, or are no longer, eligible to use the Platform.

  • ii. Non-Compliance

    Your Content does not comply with the applicable law or requirements established in these Terms, or you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations, or any applicable laws, regulations, or orders. If you violate, are suspected of violating, or threaten to violate these Terms or applicable laws, we may, at our sole discretion, and you expressly authorise us to deliver a report to the relevant authority, assist them in the investigation, and/or exercise other rights or remedies available to us under these Terms, applicable law, or otherwise. Where permitted by law, we may notify you of such actions if we determine, at our sole discretion, that doing so is reasonable or practicable.

  • iii. Investigation or Proceedings

    You are, or the Platform is, subject to a governmental proceeding, criminal investigation, or other pending litigation, and/or we perceive a heightened risk of legal non-compliance related to your use of the Platform.

  • iv. Violation of Our and Third-Party Rights

    You have, or we suspect that you have, while using the Platform, violated any of our or third-party rights, for example, if you are illegitimately using the Content.

  • v. Compelled Suspension or Termination

    We are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.

  • vi. Suspicious Activities or Unauthorised Access

    We detect or reasonably suspect any unauthorised access to your Profile, if any, or suspicious or abnormal activity related to you or your use of the Platform.

  • vii. Your Termination Request

    You request us to terminate your Profile, or use the respective Platform functionality allows you to do so, if available.

10. Disclaimers

• a. No Advice

  No part of these Terms or HELP Materials is intended to be, or should be considered, or construed as a business, legal, financial, marketing or any other sort of advice. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information. There is no assurance that any HELP Materials will be true, accurate, complete, timely or non-misleading, and you expressly acknowledge and agree that we will be under no obligation to update or fix them. You shall solely evaluate all information provided by us or on our behalf.

• b. No Fiduciary Relationship

  To the fullest extent permitted by applicable law, we owe no fiduciary duties to you under these Terms. However, we must act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing, as required by law.

• c. No Partnership or Agency

  These Terms do not create any agency, partnership, joint venture, or co-operative entity. We and you have no authority to bind each other or make public statements on each other’s behalf.

• d. Third-Party Services

  When using the Platform, you may encounter Third-Party Services. We do not provide any warranties, express or implied, regarding them and do not endorse, recommend, or solicit their use or any interaction with them. Your use of Third-Party Services, as well as any interactions with third parties linked to or from the Platform or HELP Materials, are entirely at your own risk.

11. Limitation of Liability

• a. Damages

  We are liable only for damages that directly arise from breach of our obligations under these Terms or applicable law. To the fullest extent permitted by the applicable law, the HELP Parties shall not be liable for any consequential, incidental, indirect, or punitive damages, including loss of profits, business opportunities, data, goodwill, diminution of value, or business interruptions, regardless of their legal basis.

• b. No Personal Liability

  To the fullest extent permitted by law, in no event shall our or Affiliates’ officers, directors, employees, consultants, contractors, advisors, and shareholders, including the Data Annotators, be held personally liable in connection with these Terms and any transaction contemplated hereunder, provided that the foregoing shall not limit our liability as an entity.

• c. Liability Cap

  To the fullest extent permitted by law, the total liability of the HELP Parties arising from these Terms, whether in contract, tort, breach of duty, or otherwise, including attorney’s fees, will not exceed the greater of one hundred (100) U.S. dollars or the amounts paid and/or payable by you to us in connection with the Platform in the twelve (12) month period preceding this applicable claim.

• d. No Liability

  To the fullest extent permitted by law, the HELP Parties shall not be liable for any losses or damages, regardless of their legal basis (breach of warranty, contract, negligence, strict liability, or tort), even if advised of the possibility of such losses, including those arising from or caused by: (i) the Content; (ii) any acts, activities or omissions of the Content Creators; (iii) the Force Majeure circumstances; (iv) Third-Party Services.

• e. Exclusions

  Nothing in these Terms limits liability for gross negligence, fraud, death or personal injury resulting from negligence, or any other liability that cannot be legally limited.

12. Indemnification

To the fullest extent allowed by law, you agree to indemnify, defend, and hold harmless the HELP Parties from any claims, demands, actions, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (i) your violation of these Terms or applicable laws, including providing false representations or warranties; (ii) your use of the Platform; (iii) your Content, including if you don’t have the necessary authorisation to provide the Content on the terms outlined herein, or if the provision of the Content, or the Content, itself violates third party intellectual property or other rights; and (iv) your tax obligations related to the transactions made through or in relation to the Platform, if and where available. We reserve the right to control the defence of any indemnified claim, at your cost. This indemnity is in addition to any other legal remedies available to us.

13. Communication

• a. Communication Terms

  We will send you information concerning these Terms and the Platform electronically, including via the Communication Channels we choose. All such Communications will be deemed valid, in writing, and legally binding, and will be considered delivered to you on the day after they are published or transmitted. You can contact us at admin@helpverse.ai. We might ask for additional information to verify your identity and/or eligibility to represent a Platform user.

• b. Communication Disclaimers

  You shall always carefully assess and verify any information you access or receive via the Communication Channels. You must cross-verify any hyperlinks provided through the Communication Channels for authenticity, correctness, and accuracy by cross-referencing them with our other Communication Channels or through our officially designated moderators before relying on or using such information or details, or performing any actions. Be extra cautious regarding any hyperlinks and/or instructions on executing any transactions, which are shared only through one Communication Channel. There is always a risk that one or more of our Communication Channels may be compromised, resulting in unauthorised third parties gaining control over them and posting or sending misleading information in an attempt to steal or gain control over your assets or data. Accordingly, you hereby assume such risks and the responsibility to reasonably verify and assess any and all information you receive or access through our Communication Channels, at the very least by means mentioned herein. No HELP Party shall be held liable or responsible for, or in connection with, your reliance upon or use of unauthentic or misleading information or communications shared through the Communication Channels as a result of our loss of control or their compromise. We hereby disclaim any duty of care with respect thereto and shall not be held liable or responsible for any damages or losses sustained by you in connection with, or resulting from, the compromise of our Communication Channels.

14. Applicable Law and Dispute Resolution

• a. Applicable Law

  These Terms, as well as any relationship relating to the Platform, are governed by the laws of England and Wales, excluding any conflict of law rules.

• b. Negotiations

  You must first contact us to try to resolve any dispute related to these Terms or the Platform informally by sending a notice via email at admin@helpverse.ai. If no agreement is reached within thirty days, the dispute may be submitted to arbitration as outlined below.

• c. Arbitration

  All disputes arising from or related to these Terms and any matters contemplated herein will be resolved through binding arbitration under the London Court of International Arbitration Rules. The arbitration will take place in London, UK, with a single arbitrator, and be conducted in English. All notices, requests, demands, and communications related to the arbitration must be sent electronically, either via email or through an electronic filing system operated by the London Court of International Arbitration. Electronic communications will be considered received on the day they are transmitted, based on the recipient’s time zone.

• d. Opt-Out

  Notwithstanding anything to the contrary contained herein, you have the right to opt out of the binding arbitration for disputes arising from or related to these Terms and any matters contemplated herein. To do so, you must send a written notice via email to admin@helpverse.ai within thirty (30) days of accepting these Terms. Your notice must include your name, residence address, email address, and an explicit, unequivocal statement that you are opting out of the settlement and resolution of disputes through binding arbitration. If you exercise your opt-out right within the specified timeframe, all other provisions of these Terms will remain in full force and continue to apply to you. Exercising this right does not affect any future arbitration agreements that you and we may enter into separately.

• e. Court Proceedings

  You and we hereby waive your and our respective rights to have any dispute arising from or related to these Terms and any matters contemplated herein resolved in a court, and to a jury trial. If, and only if, you opt out of the settlement and resolution of disputes in the binding arbitration as prescribed in these Terms, or a dispute cannot be resolved by the arbitration indicated in these Terms, whether under the law or arbitration rules, such dispute shall be finally settled by the courts of England and Wales.

• f. Confidentiality

  To the fullest extent permitted under applicable law, each party involved must maintain the confidentiality of any arbitration, litigation and negotiation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes.

• g. No Class Actions

  To the extent permissible by applicable law, any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration, not as part of a class, collective, representative, or private attorney general action or proceeding. You further agree to waive any right for such disputes to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action or proceeding, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without our prior consent.

• h. Statutes of Limitation

  To the extent permitted by law, any claim related to these Terms and the Platform must be filed within one year of the event giving rise to the claim. Claims not filed within this period will be permanently barred, meaning neither you nor we can pursue such claims.

15. Miscellaneous

• a. Entire Agreement

  These Terms and any incorporated documents constitute the entire agreement between you and us, superseding all prior and contemporaneous understandings, writings, or promises related to the subject matter of these Terms. You acknowledge and confirm that you will not rely on and have no remedies in respect of any warranty, statement, promise, assurance, or statement (whether made innocently or negligently) that is not set out in these Terms.

• b. Third-Party Beneficiaries

  These Terms will benefit the HELP Parties, and any of them may rely on and enforce the provisions as if they were a party to these Terms. However, no consent, approval, or notice from the HELP Parties is required to modify, assign, novate, or otherwise change these Terms.

• c. No Waiver

  Our failure or delay in exercising any right or remedy under these Terms or applicable law does not constitute a waiver of that or any other right or remedy. It also does not preclude or limit the further exercise of that or any other right or remedy. Similarly, any single or partial exercise of a right or remedy does not preclude or limit its further exercise or the exercise of any other right or remedy.

• d. Language

  Currently, only the English version of these Terms, HELP Materials and any Communications is considered official. The English version shall prevail in case of differences in translation of any Materials, Communications, or other content.

• e. Assignability

  You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms and our rights and obligations hereunder at any time without your consent.

• f. Validity and Enforceability

  If any provision is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

• g. Survival

  Provisions hereof construed to survive the termination of these Terms shall remain effective after their expiry or termination.

16. Interpretation

• a. Definitions

  In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

  “Affiliate” means a person controlling, controlled by, or under the same control as us.

  “AI Model” means an artificial intelligence and/or machine learning system or algorithm that is trained on a certain set of data to recognise patterns or make certain decisions without further human intervention or with minimal human intervention.

  “Data Annotator” means a person engaged in the process of reviewing, labelling, and categorising the Content and/or Derivative Works to train, refine, and improve the AI Models the Platform uses or relies on.

  “Communications” means any communications, agreements, documents, receipts, notices, and disclosures related to the Platform and these Terms.

  “Communication Channels” means the Platform and other social media accounts and communication channels belonging to us or Affiliates, as may be linked to on the Platform from time to time.

  “Content” means any Intellectual Property uploaded by you to the Platform.

  “Content Creator” means a user that creates and uploads their Content and launches a Token through or on the Platform, either solely or in collaboration with others.

  “Derivative Works” means a derivative work generated by the Platform based on the Content, e.g. short videos created from longer videos, edited videos, videos accompanied by audio, etc.

  “Feedback” means any comments, suggestions, recommendations, or other feedback provided by you via or in relation to the Platform.

  “FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code.

  “Force Majeure” means any circumstances that are out of our control interfering to performance hereof, which include, without limitation, acts of God, natural disasters, wars, riots, terrorism, government actions, epidemics, software problems, power outages, equipment or software malfunctions, misconduct or inactions of third-party service providers or other third parties, etc.

  “HELP Parties” means us, Affiliates, and shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees of both us and Affiliates.

  “HELP Materials” means any information, statements, announcements, data, content, and other materials provided via the Communication Channels, or otherwise communicated by us or on our behalf in relation to the Platform.

  “Intellectual Property” means any intellectual property, including any copyrighted content, visual or audiovisual materials, names of services and products, logotypes, trademarks and other marks, designs, drawings, pictures, animations, videos, works of authorship, patents, etc.

  “Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Platform for its intended purposes on the terms herein set forth and for the duration of these Terms.

  “Platform” means the HELP platform available at https://video.helpverse.ai/en, and any associated software, application programming interface (API) and services provided in relation thereto.

  “Profile” means your profile (account) with the Platform, if available.

  “Prohibited Jurisdiction” means any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Republic of Cuba, Syrian Arab Republic, Myanmar, Sevastopol and the Crimea Regions of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Bolivarian Republic of Venezuela, the Russian Federation, Republic of Belarus, and any other jurisdiction or territory, where the use of the Platform is prohibited by the law, or which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority.

  “Prohibited Person” means any citizen or resident of, or a person subject to, any Prohibited Jurisdiction, or any sanctions administered or enforced by any country, government or international authority.

  “Taxes” means any income, earnings, capital gains, sales, use, value-added, withholding, export and import and similar taxes, customs duties, charges or payments.

  “Terms” means these HELP Content Creator Terms & Conditions, together with any documents incorporated herein by reference, as may be amended from time to time.

  “Third-Party Services” means any services, software, items, and solutions that are not provided by us, such as, for example, hosting server providers, social media platforms, etc.

  “we”, “our”, “us” means HELP, a foundation company established under the laws of the Cayman Islands, which operates the Platform.

  “you”, “your” means a person who uses the Platform as a Content Creator; if you are acting on behalf of an entity, “your” and “you” shall refer to both you as an individual using the Platform, and the entity on whose behalf you are acting.

• b. Rules of Interpretation

  Unless the context requires otherwise, references to one gender include all genders; singular includes plural and vice versa; terms like “including”, “in particular”, or “for example” are illustrative and shall not limit the sense of the following words; Section headings do not affect interpretation hereof; these Terms will not be construed to our disadvantage for preparing them.