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Terms of Service

Effective: January 15, 2025.

Welcome to our Help Fund website, https://investinhelp.org/ (the “Site”), operated by Mid-Hudson Energy Equity Fund dba the HELP Fund (the “HELP Fund”). Throughout the Site, the terms “we”, “us” and “our” refer to the HELP Fund. The HELP Fund is a supporting 501(c)(3) organization to Mid-Hudson Energy Transition, Inc. (“MHET”). Please read these Terms of Service (the “Terms”) carefully before using the Services (as defined below). These Terms govern your use of and access to the Site, all related mobile apps, tools, downloads, products and services that we may offer from time to time (collectively, the “Services”). 

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND THE HELP FUND. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING TO USE THE SERVICES. BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE ANY SERVICES. 

BY ACCESSING, VISITING, BROWSING OR IN ANY WAY USING THE SERVICES, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT AND WARRANT THAT YOU ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES IN YOUR JURISDICTION. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE READ THE ARBITRATION” SECTION BELOW FOR ADDITIONAL INFORMATION. 

Any new features or tools we add to the Site shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes to these Terms. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

Section 1 – Privacy; User ID

Please click here to read and review the HELP Fund Privacy Notice (as amended by us from time to time, our “Privacy Notice”), which describes our privacy policies and practices with respect to the Services and is hereby incorporated as part of these Terms. Your submission through the Site of personal information, including, but not limited to, your name, contact information, investor status and financial statements, is governed by our Privacy Notice. We advise you to check our Privacy Notice periodically for changes.  You hereby consent to our collection, use and disclosure of your personal information in accordance with the terms of and for such purposes described in our Privacy Notice.

Section 2 – Eligibility

The Services are offered and available to natural persons who are 18 years of age or older, or the legal age of majority. If you are not 18 or older, or the legal age of majority, you must not access or use the Site.

Section 3 – Intellectual Property Rights

You acknowledge and agree that we or our licensors own all legal right, title and interest in and to all elements of the Services. The Services, and all of its contents, including without limitation, The “HELP Fund”and “MHET” names and logos (and all related names, logos, domains, designs and slogans), and all text, photographs, images, illustrations, graphics, video material, audio material, blog posts, software, tools, logos, titles, names, button icons and the selection and arrangement thereof on the Site (collectively “Site Content”), are or may be protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Site Content is owned or controlled by the HELP Fund or by other parties that have provided us with rights thereto.

Except as expressly set forth herein, you may not, and agree that you will not, use, publish, reproduce, display, distribute or modify the Site Content or any portion thereof, for any purpose or by any means, method, or process. All names, logos, product and service names, designs and slogans on the Services are the trademarks and/or tradenames of their respective owners, and you agree to not take any action inconsistent with such ownership. Images of people, places and/or products posted on this Site are either the property of the HELP Fund or are used with express permission to the HELP Fund. Modification of the materials appearing on the Services or use of such materials for any purpose not expressly set forth herein is a violation of our copyright and other proprietary rights. Any use of the Site Content or materials on this Site can only be made with the prior written and express authorization of the HELP Fund. We reserve all rights in and to the Site Content, other than the limited license granted to you in this Agreement.

Section 4 – License

You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Services and Site Content; provided, however, that such license is subject to the terms of this Agreement and does not include any right to (a) sell, resell or use commercially the Services or Site Content, (b) distribute, publicly perform or publicly display any Site Content, (c) modify or otherwise make any derivative uses of the Services or Site Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Services or Site Content, except as expressly permitted by us, or (f) use the Services or Site Content other than for their intended purposes.

Section 5 – User Conduct

You are responsible for your use of the Site and your compliance with these Terms. In addition to other restrictions as set forth in these Terms, you are prohibited from using the Site: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or otherwise violate our intellectual property rights or the intellectual property rights of others, including rights of publicity; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload, store or transmit viruses or any other type of malicious code that will or may be used in any way that will disrupt or otherwise affect the functionality or operation of the Site, other websites or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site, other websites or the Internet.

Section 6 – Modification of Services

We reserve the right, in our sole discretion, to change the terms for any Services, at any time, for any reason.  The investment options, Offering Memorandum, Frequently Asked Questions, list of loan measures, and other loan information displayed on the Site are subject to change without notice. We reserve the right, in our sole discretion, at any time, to modify, suspend or discontinue (temporarily or permanently) the Services (or any part, feature or content thereof), or discontinue any transaction through the Services, without notice at any time and without liability therefor. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

Section 7 – Errors, Inaccuracies and Omissions

We provide the material on this Site for general information only and you should not rely upon it or use it as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You assume the risk of your reliance on the material on this Site.

Occasionally information on our Site may contain typographical errors, inaccuracies or omissions. We reserve the right, but are not obligated, to correct any errors, inaccuracies, or omissions, and to change or update information if any information on our Site is inaccurate at any time without prior notice. No specified update to the Site should be taken to indicate that all information on the Site has been modified or updated.

Section 8 – Third-Party Websites, Services and Applications

The Services may contain links to third-party websites, services, social media platforms and applications that are not owned, operated or controlled by the HELP Fund. All such links are provided solely as a convenience to you. We do not control, recommend or endorse and are not responsible for these websites, services or applications or their content, products, services or privacy policies or practices. When you access these third-party websites, services, or applications, you leave our Services, and we are not responsible for, and do not control, the content, security, or privacy practices employed by any third-party websites, services, or applications. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the third-party websites, services, or applications, or the information or material accessed through these third-party websites, services, or applications. If you decide to access any other website or application linked to or from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites, services, or applications.

Section 9 – Disclaimer

YOU AGREE THAT YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE SITE OR SERVICES IS AT YOUR SOLE RISK. THE SITE, THE SERVICES AND ALL SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE HELP FUND MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT ON THE SITE OR SERVICES; AND (II) ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FUNCTIONALITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SITE, SERVICES, OR SITE CONTENT. WE DO NOT REPRESENT, WARRANT OR GUARANTEE: (1) THAT THE SERVICES, ANY PORTION OF THE SITE, SITE CONTENT OR SERVICES, OR E-MAILS SENT FROM OR ON BEHALF OF THE HELP FUND, ARE OR WILL BE FREE FROM VIRUSES, SCRIPTS, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR ANYTHING ELSE CONTAINING DESTRUCTIVE PROPERTIES; (2) THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THAT THE SITE OR SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE OR SERVICES. WHILE THE HELP FUND ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND SITE CONTENT SAFE, WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY IN ANY MANNER.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS RELATED TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

Section 10 – Indemnification

By using the Site and Services, you agree to indemnify, defend and hold the HELP Fund, MHET and their past, present and future parent, affiliates and subsidiaries, and each of their respective officers, directors, members, managers, employees, service providers, agents, contractors, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, actions, damages, losses, liabilities, penalties, fines, judgments, settlements, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses, including any incurred in enforcement of this indemnity) (collectively, “Losses”) arising in any way from or in connection with (i) your use, or misuse, of the Site or Services; (ii) any violation by you of this Agreement, our Privacy Notice or any other policy posted on the Site applicable to your use of the Site or the Services; and (iii) any violation of the rights of a third party.  The Indemnified Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification hereunder, in which event, you agree to assist and cooperate with us in the defense or settlement of any Losses.

Section 11 – Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE HELP FUND, OUR PAST, PRESENT OR FUTURE PARENT, AFFILIATES OR SUBSIDIARIES, INCLUDING MHET, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, SERVICE PROVIDERS, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE, THE SITE, SERVICES, ANY SITE CONTENT OR OTHER MATERIALS, OR ANY THIRD-PARTY SITES OR PRODUCTS, INCLUDING ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE HELP FUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE HELP FUND’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Section 12 – Arbitration
  1. Disputes.  Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) arising out of, affecting or in any way related to these Terms, your use of or access to the Site, or any Services MHET has provided, will provide or has offered to provide to you (a “Dispute”) between you and the HELP Fund or its successors or assigns shall exclusively be settled through binding and confidential arbitration, unless earlier resolved in accordance with Section 12(B), below. This agreement to arbitrate Disputes includes, without limitation, all claims arising out of or in any way related to these Terms of Service, your use of or access to the Site, or any Services MHET has provided, will provide or has offered to provide to you, including your receipt of email messages from the HELP Fund or its service providers, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises.
  2. Pre-Arbitration Dispute Resolution.  In the event of any Dispute arising between you and the HELP Fund, one party must first send a written notice of the Dispute to the other party by email (“Notice”). The HELP Fund’s email address for Notice is invest@mid-hudson.energy. Your email address for Notice is any email address you have provided to HELP Fund or used to communicate with HELP Fund, including the email address for your account with HELP Fund. The Notice must describe the nature and basis of the Dispute and set forth the specific relief sought (the “Demand”). The parties shall first meet and confer by such method as the parties may mutually agree, to attempt to resolve the Dispute.  The parties shall work together in good faith to attempt to resolve the Dispute directly for thirty (30) days after the Notice is sent, or such further period as the parties may mutually agree.  In the event that the Dispute is not resolved by the end of such thirty (30) day (or longer) period, then either party may commence arbitration, as further described below.
  3. Arbitration.  If the parties are unable to resolve a Dispute through the good faith informal resolution procedure set forth in Section 12(B), then you agree that such Dispute will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Any claims and defenses that can be asserted in court can be asserted in the arbitration. The arbitrator can award the same damages and relief that a court can award, including injunctive relief. The arbitrator shall follow the law and shall not be entitled to make errors of law. The arbitrator’s award can be entered as a judgment in court. Except as provided in applicable statutes, the arbitrator’s award is not subject to review by the court and it cannot be appealed, provided, however, that either party may appeal to any court with jurisdiction to the extent the arbitrator makes an error of law.  YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION (EXCEPT FOR CLAIMS BROUGHT INDIVIDUALLY WITHIN SMALL CLAIMS COURT JURISDICTION, SO LONG AS THE CLAIM REMAINS IN SMALL CLAIMS COURT). This arbitration agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Dispute at issue.
  4. Exceptions.  Notwithstanding Section 12(C) above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; (ii) apply to any court of competent jurisdiction for emergency provisional relief, such as a temporary restraining order, a temporary protective order, an attachment or any other pre-judgment remedies; (iii) exercise self-help remedies, including set off;  (iv) file suit on an individual basis in small claims court for applicable claims; (vi) file suit in court by or against “covered borrowers” under the Military Lending Act; or (vii) seek relief in court for claims where arbitration is prohibited by law.
  5. Arbitration Process. Either you or we may elect to resolve a particular Dispute through arbitration, even if one of us has already initiated litigation in court related to the Dispute, by: (a) making written demand for arbitration upon the other party, (b) initiating arbitration against the other party, or (c) filing a motion to compel arbitration in court. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator within 50 miles of your residence at the time the arbitration is commenced, or by video conference (at the claimant’s election) and will be governed by National Arbitration and Mediation’s (“NAM”) Comprehensive Dispute Resolution Rules and Procedures (the “NAM Rules”), as may be modified by these Terms of Service.  The NAM Rules and filing forms are available online at www.namadr.com, by calling NAM at 1-800-358-2550, or by contacting the HELP Fund. If NAM is unavailable to resolve the Dispute, or declines to administer the Dispute for any reason, and if you and we do not agree on a substitute arbitration forum, then you can select the arbitration forum for the resolution of the Dispute. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement; provided, however, the enforceability of the Class Action Waiver set forth in Section 12(G), below, shall be determined by the court.  In the event that any Dispute is held not to be arbitrable in accordance with this Section 12, each party consents to the exclusive jurisdiction of the state or federal courts, as applicable, located in  Kingston, New York.
  6. Fees.  HELP Fund shall pay for any filing, administration, and arbitrator fees imposed on you by NAM (or the applicable arbitration forum), except if you are the claimant seeking relief, in which case you shall be responsible for: the first $200 of the filing fees, whatever amount is required by NAM, or the amount you would be required to pay to file a claim in the applicable court, whichever is the greatest.  You will be responsible for your own attorneys’ fees.  The arbitrator shall be entitled to award attorneys’ fees and costs to the prevailing party in the arbitration if permitted by applicable law. If the claim is for $1,000 or less, you agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the NAM Rules. In that case, you agree to reimburse us for all monies we previously paid to NAM pursuant to the NAM Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except as may be required by law or to the extent necessary to enforce or permit limited judicial review of the award. 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 you or us, which is made within 14 days of the arbitrator’s ruling on the merits. In addition, the arbitrator may award any individual relief or individual remedies that are permitted by applicable law.
  7. No Class Actions.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ARBITRATION OF A DISPUTE WILL BE ON AN INDIVIDUAL BASIS. YOU UNDERSTAND AND AGREE THAT ANY CLAIMS BROUGHT BY YOU AGAINST THE HELP FUND MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
  8. Enforceability.  In the event that the class action waiver in Section 12(G), above, is found to be unenforceable for any reason, the remainder of this Section 11 shall also be unenforceable.
Section 13 – Severability

If any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

Section 14 – Termination

Notwithstanding any of these Terms, we reserve the right, without notice or attendant liability, and in our sole discretion, to terminate your license to use this Site and to block or prevent your future access to and use of this Site for any reason or no reason. If we do terminate, you will continue to be personally liable for any liabilities that you incurred prior to termination. Termination will not waive or affect any other right or relief to which we may be entitled, at law or in equity and, if we do terminate your license to use this Site, these Terms will continue to apply.

Without limiting the foregoing, we may also terminate all or any portion of the Site or the Services at any time, in our sole discretion, without prior notice to you and without any further liability.

Section 15 – Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Section 16 – Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. You agree that any dispute arising under or related to this Agreement will be governed by, and construed in accordance with, the laws in effect in the State of New York, without regard to its conflicts of law principles.  Notwithstanding the arbitration provisions above, in the event that we elect to seek injunctive or other equitable relief, or there is a dispute that is otherwise not subject to arbitration, you expressly and irrevocably consent to the exclusive jurisdiction of the state or federal courts, as applicable, located in Kingston, New York, and to the exercise of personal jurisdiction in such courts in connection with any such dispute.

Section 17 – Contact Us

Please send us any questions you have about these Terms at admin@mid-hudson.energy

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