Helper Agreement

 

1. Introduction

 

This Caregiver Agreement is established by and between Private Company Limited, doing business as Hearty Helper, and you, the Caregiver (also known as Service Provider). Hearty Helper consists of site services and other channels that enable encounters between the Caregiver and the Customer. Hearty Helper is neither the carers' nor the Customers' agent. The Caregiver is a Site user as an independent contractor who desires to offer services to Customers under the terms and conditions outlined below. Caregiver recognizes, understands, and accepts that by registering for or using the Site, you, as a Caregiver, agree to be bound by the following terms and conditions and any other policy on the Site. Hearty Helper maintains the right to alter or amend this Caregiver Agreement at its sole discretion at any time ("Agreement"). Whether publicly posted or privately sent, any modifications to this Agreement shall become effective and bind the Caregiver. If the Caregiver registers on the Site or continues to use the Site, the Caregiver is bound by the terms of this Agreement in effect at the time of registration or usage. THIS AGREEMENT IS EFFECTIVE AND BINDING ON THE PARTIES WHEN THE CAREGIVER MANUALLY SIGNS THEIR NAME IN THIS AGREEMENT OR CLICKS THE "I ACCEPT" BUTTON BELOW "SIGN UP," "JOIN NOW," "SIGN IN," "SEND," "CREATE ACCOUNT," "LOG IN," "CONFIRM DATE OF BIRTH," "SEND MESSAGE," "CONTACT US," "INTERESTED," "CONTACT US VIA SOCIAL MEDIA PLATFORMS, " "LINE," "WHATSAPP," "FACEBOOK," "INSTAGRAM," "EMAIL," "PHONE," " DO NOT USE THE SITE IF THE CAREGIVER DISAGREES WITH ANY OF THE TERMS OF THIS AGREEMENT.

 

2. Definition

 

Unless the context indicates otherwise, the following definitions shall apply to the terms and phrases listed below, and cognate expressions should accept similar meanings:

Hearty Helper refers to American Thai Holdings Company Limited and its subsidiaries and affiliates ("Hearty Helper," "we," or "our"); Caregiver refers to the service provider, whether individual use or authorized legal entity, who has registered on the Caregiver Portal and agreed to the terms of this Agreement ("Caregiver," "you," or "your");

The "Site" refers to www.HeartyHelper.io and any other websites, web pages, mobile applications, and mobile websites operated by Hearty Helper in Thailand but does not include and involve the sites and services that are subject to separate terms to which users of such sites and services must separately agree and which can be found on their respective sites and/or service materials or within the relevant mobile websites; "Caregiver Portal" refers to the web-based tool or other electronic platforms that allow caregivers to access and

"Content" shall mean all Information, Content, and images, including, without limitation, the product information, (1) provided or made available by the Caregiver to the Site for use in connection with the Site, and (2) otherwise made available by Caregiver to Customers on the Site; "Effective Date" means the date of acceptance of this Agreement by signing up, registering, or logging in on the Site; "Information" shall mean all Information, Content, and images, including, without limitation, the product information, (1) provided or

"Intellectual Property Right" refers to any patent, copyright, trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, logo, moral right, trade secret, and any other intellectual property right arising under any laws, as well as all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation, or infringement of any of the foregoing; "Losses" refers to any and all damages (in dollars.

 

3. Caregiver affirms, guarantees, and agrees that:

 

Caregiver believes that its performance under this Agreement will not breach any other agreement, and Hearty Helper's directors do not own or control Caregiver.

Caregiver agrees and consents to Hearty Helper conducting a background check, including, but not limited to, a criminal record, education, work experience, license, and certification regarding your Service Listing, as well as recording the service performance and all transactions in connection with the use of the Site.

The Caregiver shall use the Site and proceed with the Services for lawful purposes only and in accordance with the terms and conditions of this Agreement, the existing and additional applicable policies of Hearty Helper, and all applicable laws, rules, codes, guidelines, policies, and regulations; Caregiver represents and warrants that you have all required licenses, permits, work permits, Visa, valid passports, valid ID cards, insurance, and registrations, if any, to provide the Services.

Caregiver affirms that they do not engage in illicit drug use, use tobacco products, have an alcohol problem, or suffer from any other ailment that would prevent them from doing any needed tasks.

 

4. Create the Provider account

 

To make full use of providing services on the Site, caregivers must complete the Site registration procedure and establish an account with a username and password (the "Account"). You are only permitted to share your password with authorized workers. You must always give correct, up-to-date, and comprehensive Information and immediately update it to ensure its accuracy and completeness. Any use of the Site through your Account will be regarded as use by you. Hearty Helper may depend on the contact and other Information your Account provides. Your Account cannot be transferred or assigned. If Hearty Helper approves Caregiver's registration to use the Site, Hearty Helper will provide the Caregiver access to the Site for posting services on Service Listings and enable the Customer to contact Caregiver for services. Hearty Helper maintains the right to modify or alter any feature of the Site and may terminate Caregiver access without prior notice.

 

5. Service Listings and Additional Content

 

Hearty Helper is not the Caregiver and is not a party to the transactions involving services on the Site. The Caregiver's listing of services on the Site does not imply that Hearty Helper endorses or is affiliated with the Caregiver or the Caregiver's service providers. The Caregiver is responsible for ensuring that all Information and data provided to Hearty Helper is accurate, not misleading, and complies with applicable Law. The Caregiver shall ensure that all electronic Information and data transmitted to Hearty Helper or a Customer do not contain any harmful code or other feature designed to obtain unauthorized access to or Information from, or to damage or degrade in any way, any computer system, application, or code;

 

6. Company Listing:

 

The Caregiver shall create Service Listings or offers for Services posted to Service Listings using the Caregiver Portal for all services you intend to provide on the Site; The Caregiver shall create Service Listings with all Content that complies with applicable Law, the policies of Hearty Helper, and any specification or requirement by Hearty Helper, including, without limitation, the service information as outlined in the Caregiver Portal, and that is accurate and appropriate; The Caregiver shall create Service Listings with For any violation caused as a result of the aforementioned circumstances, the Caregiver is liable at your cost.

The Caregiver is entirely responsible for the correctness of your pricing. Hearty Helper may take any commercially reasonable action necessary to avoid or repair harm to Hearty Helper caused by a Caregiver, including requiring Caregiver to honor all Services and compensating the Customer for any inconvenience caused by the Caregiver. The Caregiver consents to the Hearty Helper price and conditions outlined on the Site.

 

7. Intellectual Property and Information Ownership.

 

Caregiver hereby grants Hearty Helper and its partners a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, and otherwise commercially exploit all Content (excluding the Caregiver Marks), any document or data ("Caregiver Information") in connection with the provision of the Services through the Site, the terms of this Agreement, and for the listing, advertising, and promotion of the Caregiver Information. Caregiver acknowledges that Hearty Helper may allow Site users to share and publish Content on their own social media channels.

Caregiver hereby provides Hearty Helper and its marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Caregiver Marks in connection with Hearty Helper's Service for the period.

Hearty Helper shall hold all rights, title, and interest in and any Intellectual Property (IP) Rights in the Site and any data collected or stored in connection with the Site. Except as explicitly granted in this Agreement, the Caregiver will not own or have a license to any of these rights. If Caregiver is found to have any ownership interest or rights in all or any portion of the above, then Caregiver must transfer all of such claims and rights to Hearty Helper. Hearty Helper may utilize Caregiver Information to build, develop, or alter the Site or any other Hearty Helper idea, brand, software code, product, or feature (collectively, "Improvements"), and Hearty Helper will control any Improvement and all related intellectual property rights. If Caregiver is found to have any ownership interest or rights in an Improvement, they must assign them to Hearty Helper.

Hearty Helper shall be the exclusive owner of all Transaction Data. The Caregiver may only use Transaction Information in compliance with the provisions of this Agreement, the Hearty Helper Privacy Policy, and applicable Law. The Caregiver will not.

• Disclose or transfer any Transaction Information to a third party (except as required to perform its obligations under the Agreement),

 

 

8. Tax

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Consider that a tax authority demands Hearty Helper to pay the Caregiver's Taxes. In such an event, Caregiver shall quickly refund Hearty Helper for the sums Hearty Helper paid as well as any losses, expenditures, or liabilities Hearty Helper paid or incurred as a result of the tax authority's demand.

Caregiver accepts that third parties will supply tax-related data (such as tax rates) to Hearty Helper (the "Tax Services") and that Hearty Helper will utilize this data to collect Caregiver Taxes on behalf of the Caregiver. Caregiver recognizes that Hearty Helper and the Tax Services do not offer or include tax advice, that Hearty Helper will not provide tax advice to Caregiver, and that Caregiver is responsible for evaluating the applicability and accuracy of any tax data or tax collection.

Hearty Helper is not accountable or liable for any damages incurred by the Caregiver in the aforementioned instances.

 

Customer Problems

The Caregiver is responsible for all customer service concerns pertaining to the Caregiver's Services. Hearty Helper is not responsible for handling Caregiver Services-related customer service concerns. Hearty Helper may refer Customers who contact it with service-related questions to contact the Caregiver using the contact information the Caregiver has supplied on the Site. Consider the scenario in which Caregiver fails to resolve a customer service problem or a request from Hearty Helper to do so. Hearty Helper is not accountable to the Caregiver, the Customer, or any other person for the outcomes of any steps it takes to guarantee the Caregiver's compliance. Hearty Helper may contact the Customer and take whatever action necessary to remedy the problem at the Caregiver's cost if the Caregiver fails to provide satisfactory customer service.

 

Chargebacks

Hearty Helper may charge the Caregiver for any losses, expenditures, or liabilities incurred as a result of Customer disputes with the Caregiver's Services ("Chargebacks"). If Hearty Helper, in its sole discretion, chooses to charge Caregiver for a Chargeback, we shall notify Caregiver of the Chargeback. Within seven (7) business days after receiving the Chargeback notification, the Caregiver will reply and provide Hearty Helper with any necessary information. Hearty Helper may charge Caregiver for the Chargeback if Caregiver does not respond to the Chargeback notification to Hearty Helper's satisfaction, and Caregiver will refund Hearty Helper for the Chargeback. The Caregiver is not liable for Chargebacks resulting from Theft or unauthorized use of a Customer's payment card information for which Hearty Helper is liable (except to the extent that theft or unauthorized use is attributable to the Caregiver)

 

Customer Evaluations and Rankings

Hearty Helper may request and permit Customers to rate or comment on the Services or performance of the Caregiver and may publish any such ratings or comments on the Site. Hearty Helper has no responsibility for the Content or accuracy of any ratings or reviews. The Caregiver has neither a right of ownership nor permission to utilize any ratings or reviews placed on the Site.

 

Contact with Customers and Escalation of Customer Service

 

Hearty Helper will provide Customer service by telephone, email, and other channels. When Hearty Helper cannot handle a customer service question, it escalates the issue to the Caregiver for help and resolution. When providing customer assistance for services acquired via the Site, the Caregiver shall always portray themselves as a distinct person from Hearty Helper. 

 

9. Management of the Site

 

Hearty Helper has the exclusive right to decide the Site's Content, look, design, operation, and all other elements, including, without limitation, any Content given in conjunction with the Caregiver's provision of Services via the Site. Hearty Helper plans to employ a single set of Content on the Site. Hearty Helper may suspend any Service listing or Content display or decline to list any Services at its sole discretion, and Hearty Helper may compel Caregiver to exclude any Services from the Site. Consider the scenario in which Hearty Helper demands that Caregiver delete Services from the Site. In such a case, Caregiver will make commercially reasonable efforts to remove those Services by unpublishing or retiring them through the Caregiver Portal within twenty-four (24) hours of Hearty Helper's request so that they no longer appear on the Site and Caregiver will not include those removed Services on the Site at any time unless Hearty Helper explicitly authorizes the inclusion of such Service in writing. Hearty Helper shall have exclusive marketing authority over any Services offered on the Site.

 

10. Confidentiality and Personal Space

 

"Confidential Information" refers to any information provided by one Party to the other in connection with this Agreement. The terms and conditions of this Agreement shall be regarded as Confidential Information, including, but not limited to

• All trade secrets;

• existing or planned services, designs, technology, processes, technical data, methodologies, concepts, strategy, and any information related thereto;

• The Site's transaction information, credit card data, and tax codes;

• Customer lists and Customer information; and

• Customer information.

 

Exclusions

Confidential Information shall exclude Information that: Was independently developed by the Caregiver without any use of the Hearty Helper's Confidential Information or by the Caregiver's employees or other agents (or independent contractors hired by the Caregiver) who have not been exposed to the Hearty Helper's Confidential Information; becomes known to the Caregiver, without restriction, from a source other than the Hearty Helper without breach of this Agreement; or is or becomes publicly available without breach of Throughout this Agreement, the Caregiver's access to Confidential Information belonging to Hearty Helper, Customers, its suppliers, and others shall not breach any Hearty Helper privacy rules or applicable laws. The Caregiver shall maintain the confidentiality of any Confidential Information and shall not reveal it to any other party unless as explicitly allowed by this Agreement. Without limiting the above, Provider must exercise at least the same degree of care, which it employs to prevent the disclosure of its confidential Information of comparable significance, but in no case less than reasonable care, to avoid the revelation of Confidential Information. The Caregiver promises not to expose Hearty Helper's sensitive Information to its rivals.

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In accordance with the Hearty Helper Privacy Policy and applicable Law, the Caregiver acknowledges and consents that Hearty Helper and its suppliers may collect, use, disclose, and/or otherwise process the Caregiver's Personal Information for the purposes of using the Site and this Agreement, and as required by Law. Caregiver understands that Hearty Helper may disclose your personal data to a third party for the purpose of processing and facilitating the Service of the Site (such as finance and accounting, information technology service provider, consultants or advisors), law enforcement or government authorities such as required to comply with a legal requirement or in the course of legal action and to legitimate or recipients of communications under applicable laws, where needed. In some instances, a third party may be situated outside of Thailand, and thus, your Information may be transmitted to or via a place outside of Thailand and may be available to regulatory authorities in accordance with the laws of such areas.

 

11. Accountability and Audits

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Following a request from Hearty Helper, the Caregiver will, within a reasonable amount of time, not to exceed thirty (30) days, following a request from Hearty Helper, make commercially reasonable efforts to provide Hearty Helper with any reports, Information, or other documentation relating to Caregiver's compliance with this Agreement and applicable Law; provided, however, that in the event Hearty Helper requests that Caregiver provide Hearty Helper with copies of rescission notices, the Caregiver shall provide Hearty Helper with copies.

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Upon Hearty Helper's request, Caregiver shall provide Hearty Helper with written certification from an official of Caregiver confirming that Caregiver has complied with any of the Caregiver's duties under this Agreement, including, but not limited to, compliance with the applicable laws.

 

12. Disclaimer

 

Neither Hearty Helper nor its affiliates, officers, directors, licensors, suppliers, employees, or agents make any express or implied representations or warranties that the Site, Hearty Helper, any Caregiver Portal, services provided by Hearty Helper or any service provider, or software used to provide the Services will be continuous, timely, secure, virus-free, or error-free. Caregiver accepts that Hearty Helper is not accountable for any disruptions or delays. Caregiver agrees that Hearty Helper will not be liable for the results of any interruptions or delays.

Hearty Helper nor its affiliates, officers, directors, licensors, suppliers, employees, or agents make any express or implied representations or warranties to Caregiver regarding of Caregiver's Services through the Site in accordance with this Agreement and all such services provided by Hearty Helper are provided "as is" and "as available."

Hearty Helper shall not be liable for any Losses, Fraud, or Violations resulting from the Customer's activities or any causes between the Caregiver and the Customer. Hearty Helper may or may not conduct a preliminary review of its customers and/or the Content or Information they give.

 

13. Duration and Expiration

 

This Agreement becomes effective upon Caregiver's registration on the Site and remains in effect until canceled by either Party. The Caregiver may only transfer this Agreement or any of its rights or duties hereunder with Hearty Helper's prior written approval. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and authorized assigns, subject to the foregoing. Without Hearty Helper's prior written approval, any assignment or assumption shall be invalid. Any Services performed by Caregiver's assignees are assumed to be Caregiver's act, and Caregiver is fully accountable and liable for any such Services. The Caregiver may terminate this Agreement for any reason by contacting Hearty Helper in accordance with the then-current instructions on the Site. Hearty Helper may cancel this Agreement at any time by providing Caregiver with notice. Any rights or duties of a party pertaining to any outstanding service transaction (including fulfillment and managing customer service concerns) will survive termination until they are fulfilled. Any termination of this Agreement will not impact a party's rights against the other Party concerning any claim, right, or obligation arising before termination. Any obligations of the Parties relating to limitations on liability, confidentiality, and indemnification, as well as any other obligations under this Agreement that are intended to survive, including any payment or customer service obligations in connection with the Services provided under this Agreement, will survive termination of this Agreement. Hearty Helper may, upon termination, compel Caregiver to hold sufficient Funds to pay any sums Caregiver owes or may owe Hearty Helper, including monies Caregiver may owe Hearty Helper for Customer claims and Chargebacks.

 

14. Reimbursement

 

Caregiver agrees to defend, indemnify, and hold Hearty Helper, its affiliates, its licensors, and each of their owners, officers, directors, other users, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or relating to your violation or breach of any term of this Agreement or any Hearty Helper policy or any applicable law or regulation; or your use of

If Hearty Helper seeks indemnification for a Covered Claim, it may promptly notify the Caregiver of the Claim. If Hearty Helper notifies the Caregiver of a Covered Claim, Caregiver must reply to Hearty Helper's request within a reasonable timeframe and pick counsel that Hearty Helper finds suitable to handle the Covered Claim. A Hearty Helper Party may also, at its own cost, retain counsel to assist in defending a Covered Claim. The Caregiver may not bind a Hearty Helper Party in settling a Covered Claim without the Hearty Helper Party's prior written approval.

 

15. Amendment

 

Hearty Helper may modify the terms of this Agreement (including, but not limited to, any Annexures hereto) at any time and will either publish such modifications to the Caregiver Portal or notify you via email ("Amendment Notice"). If Caregiver objects to any change to the provisions of this Agreement (including any Annexes), Caregiver must cancel this Agreement. If Caregiver continues to use the Site after the amendment's effective date, Caregiver will be assumed to have agreed to and accepted the amendment's changes.

 

16. Recital

 

Neither Party shall be regarded to have waived any term of this Agreement or the exercise of any rights under this Agreement unless the waiver is specific and in writing. The waiver of a breach or violation of any term of this Agreement by any Party does not constitute a waiver of any subsequent or other breach or violation.

 

17. Aggravation

 

If any provision of the Terms is deemed unlawful, void, or for any reason unenforceable under the Law of any jurisdiction, then that provision shall be deemed severable from the Terms and conditions and shall not affect the validity and enforceability of any other provisions in that jurisdiction or the validity and enforceability of the provision in question under the Law of any other jurisdiction.

 

18. Interpretation and Legal System

 

This Agreement, as well as any interpretations or obligations made pursuant to its provisions, shall be governed by the laws of the Kingdom of Thailand. I HAVE READ THE AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE, AS WELL AS ANY FUTURE REVISIONS. "JOIN NOW, " "SIGN IN, " "SEND, " "CREATE ACCOUNT, " "LOG IN, " "CONFIRM DATE OF BIRTH, " "SEND MESSAGE, " "CONTACT US, " "INTERESTED, " "CONTACT US VIA SOCIAL MEDIA PLATFORMS, " "LINE, " "WHATSAPP, " "FACEBOOK, " "INSTAGRAM, " "EMAIL, " "PHONE, " "CHAT, " "ACCEPT" "BUTTON OR ANY OTHER METHOD OF COMMUNICATION. WHILE USING THE SITE, I ACKNOWLEDGE I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD MANUALLY SIGNED MY NAME.