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USER AGREEMENT

1. Introduction

PLEASE READ these General Agreement, terms, and conditions between Companies and Hillz Holdings Corp. This agreement refers Hillz Holdings Corp as “we,” "us” or “our”. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING HILLZ HOLDING CORPORATION’S SOFTWARE SYSTEM (THE "SYSTEM" INCLUDES ALL THE SOFTWARE, SOLUTIONS, AND SERVICES OFFICE OFFLINE ONLINE SITES AND THEIR SUCCESSOR SITES, SUPPORT, WEBSITES, SOLUTIONS, CONTENT, APPLICATIONS). THESE SYSTEM’S TERMS OF USE (THE "TERMS OF USE") GOVERN YOUR ACCESS TO AND USE OF THE SYSTEM. THE SYSTEM IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS, OR USE THE SYSTEM. BY ACCESSING OR USING THE SYSTEM, COMPANIES (COMPANIES REFER TO “YOU”, “YOUR” ON THIS AGREEMENT) ACCEPT THESE GENERAL AGREEMENTS, TERMS, AND CONDITIONS.

These general agreements, terms, and conditions govern the relationship of Hillz Holding Corporation and you. It also governs the use of the System and all applications, software, and services available on the System, except to the extent such Services are the subject of a separate agreement. Specific terms or agreements may apply to the use of certain Services and other items provided to you on the System. Any such Service Agreements accompany the applicable Services or are listed in association with or through a hyperlink associated with the applicable Services.

We may revise and update these Terms of Use at any time. Your continued usage of the Website or system after any changes to these Terms of Use will mean that you accept those changes. Any aspect of the System may be changed, supplemented, deleted, or updated without notice at our sole discretion. We may also change or impose fees for products and services provided through the system at any time at our sole discretion. we may, at any time, establish or change general practices and limits concerning our products and services at our sole discretion.


2. The Effective Date

The services provided by us begin when your account on the System is activated.

 

3. Age Restriction

The System is provided by us and available only to legal entities and persons over the age of a legal majority who can form a legally binding agreement(s) under applicable law. If you do not qualify, you are not permitted to use the System.


4. Intellectual Property Rights

Any and all intellectual property rights ("Intellectual Property") associated with the System and its contents (the "Content") are our sole property or that of third parties. The Content is protected by copyright and other laws in both Canada, British Columbia. Elements of the System are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the System are trademarks, service marks or trade dress of us or other entities that have granted us the right and license to use such intellectual properties and may not be used or interfered with in any manner without the express written consent of us.

Except as otherwise expressly authorized by these Terms of Use, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit or distribute the Intellectual Property of the System in any way without our or the appropriate third party's prior written permission. Except as expressly provided herein, we do not grant to you any express or implied rights to ours or any third party's Intellectual Property.

We grant you a limited, personal, non-transferable, non-sublicensable, revocable license to:

(a) access and use only the System, Content and Services only in the manner presented by us, (as long as you are an active customer. i.e., a customer who keep paying on schedule and using our system).

(b) access and use our network services offered within the System only in the manner expressly permitted by us. Except for this limited license, we do not convey any interest in or to the Systems, information, or data available via our Information, Content, Services, System or any other Hillz Holdings Corp’s property by permitting the User to access the System.

Except to the extent required by law or as expressly provided herein, none of the Content and/or Information may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without our prior written consent. You shall not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit, or otherwise use the Content in any way, unless expressly permitted to do so by us.


5. Content Permission & Restrictions

Unless otherwise noted, the design of the System, including the Software, source code, text, images, and all other content and materials that are part of the System (collectively, “Content”) are copyrights, trademarks, trade dress or other Intellectual Properties owned, controlled, or licensed by Hillz Holdings Corp, no right, title, or interest in any Content is granted or transferred to you as a result of the use of the System. You understand that you have no other right, title, or interest in or to the Content. 

 Except as explicitly permitted by us, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, any of the Content or the System. Your misuse of the Content is strictly prohibited and may subject User to liability under the federal and the provincial laws and regulations.

 

6. Payment Information

We provide our services to you either on an ongoing monthly basis (“Month-to-Month Term) or on a yearly basis (“Fixed Term”) with one-time payment for the whole year. If you have subscribed to our monthly option, your service will automatically renew and you will be charged automatically every month unless you cancel prior to your renewal date. You must contact us in writing in order to cancel the service.

If you terminate our service that is subject to a Month-to-Month Term, termination is effective 30 days after the date you contact us (“Termination Date”) and you will be charged and must pay the applicable fees and taxes for that 30-day notice period.

If you terminate our service that is subject to a Fixed Term prior to the expiry of your one-year period, you must pay us the termination charge applicable to that service equal to 40 % of the total price of the one-year service contract. 

Payment by User is expected on or before the first day of your invoicing cycle. The first day of the invoicing cycle is based on Your signup date. Services can be canceled by You in writing, and such writing must be received by us at least 30 calendar days prior to the invoicing date. If written cancellation is received less than 30 calendar days prior to the invoicing date, you will be responsible for the payment of one month's service.

If written cancellation is received at mid of current invoicing, you will be responsible for the next invoicing calendar days prior to the current invoicing date, Services shall stop on the final date of the current invoicing cycle. Prepaid service fees will not be refunded. Cancellation does not relieve your payments for past Services provided prior to cancellation. Your account becomes 7 days past due is subject to interruption of website services and after one month if you still refuse to pay, your account will be terminated, and you might lose all of your data (data can be inventory, dealer customer info, dealer leads, and whatever entered or uploaded in our system).

 

7. No Refund Policy  

Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.


8. Protection of Privacy

We respect your privacy and protect your information with confidence. We will only share your information with classified third-party websites who are promoting your inventory and company as per your request. Our employees are authorized to request and access personal information only when necessary to perform job duties.

Furthermore, we will comply with all applicable legal obligations relating to privacy, security, integrity, and confidentiality of data collected from a customer, except for aggregated data that does not enable identification of the customer's individual retail customers, and any other extracted data.

Without prejudice to the above provisions, you authorize us to use all information relating to your customers to promote our products and services.

We may also use cookies (small text files placed on your device) and similar technologies to achieve our purpose. These technologies may be set and controlled by us or by our third-party service providers or advertising providers for these purposes.

By default, most browsers will automatically accept cookies. However, you can disable cookies completely, or be prompted prior to a cookie being loaded, by adjusting your browser’s settings. Please note that disabling cookies may impair the functionality of the Service and/or the website, either fully or in part, and may prevent you from using certain Services or website features or applications. Consult each individual browser’s “help” feature for more information.

 

9. Limitation of Liability and Disclaimer of Warranties

 YOUR USE OF THIS SYSTEM AND OUR PRODUCTS IS AT YOUR RISK. THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES PROVIDED BY US ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

To the extent permitted by applicable law, we do not assume any responsibility for any technical problem that may occur as well as any damages to or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from the access to, use of, browsing the System, downloading of any information or materials from the System.

IN NO EVENT WILL HILLZ HOLDINGS CORP. OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION, OR TRANSMISSION OF THIS WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED ON ANY OR ALL SUCH WEBSITES, OR THE PURCHASE, USE, OR INABILITY TO USE ANY PRODUCT PURCHASED FROM US WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the lesser of (i) the amount paid by the company for the use of the Website during the prior twelve (12) months or (ii) ten dollars (CAN$10).

To the extent permitted by applicable law,  you agree to defend, indemnify and hold harmless, us, our officers, directors, employees, business partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) any breach by User of any of these Terms, (ii) User Communications and User Content, (iii) The use of materials or features available on the Website (except to the extent a claim is based upon infringement of a third party right by materials created by us) or (iv) a violation by User of applicable law or any agreement or terms with a third party to which you are subject.


10. Rules of Conduct

You understand and agree  not to (i) post, transmit, redistribute, upload, or promote any communications or content that could harm or negatively impact our business, products, or services; (ii) act in a manner or employ any device that restricts, impairs, interferes, or inhibits you from using or enjoying the System, or which impacts the security of the System, or (iii) employ any device or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation spiders, bots, crawlers, avatars, or intelligent agents) to navigate or search the System, or to copy content from the System.

You are responsible for the personal protection and security of any password or username that may be used to access the System. You are responsible for all activity conducted on the System that can be linked or traced back to your username or password. You are obligated to immediately report a lost or stolen password or username and or any illegal and unauthorized activity to us.

If you believe someone has used your password or account without your authorization, you must notify us immediately. We reserve the right to access and disclose any information including, without limitation, usernames of accounts and other information to comply with applicable laws and lawful government requests.


11. User Restrictions

In addition to other restrictions set forth in these Terms of Use, User:

(a) Shall not disguise the origin of information transmitted through the System.

(b) Shall not place false or misleading information on the System.

(c) Shall not use or access any service, information, application, or software available via the System in a manner not expressly permitted by us.

(d) Shall not input or upload to the System any information which contains viruses, Trojan horses, worms, time bombs or any other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system, the System or Information or that infringes the Intellectual Property rights of another.

(f) Shall not use or access our Systems or Services in any way that, in our judgment, adversely affects the performance or function of our Systems, Services, or interferes with the ability of authorized parties to access our Systems, Services.

(g) Shall not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of us.


12. Account Termination Information

You agree that Hillz Holdings Corp, in its sole discretion, may terminate or suspend the use of the System, our Systems, Information, Services and Content at any time and for any or no reason in its sole discretion, even if access and use continue to be allowed to others.  Upon such suspension or termination, you must immediately (a) discontinue use of the System, and (b) destroy any copies you have made of any portion of the Content.  Accessing the System, our Systems, Information, or Services after such termination, suspension or discontinuation shall constitute an act of trespass.  Further, you agree that we shall not be liable to you or any third party for any termination or suspension of the access to the System, our Systems, Information and/or the Services.


13. Third-party Terms and Conditions

We do not endorse nor are we responsible for any Material. We do not guarantee the accuracy or integrity of any Material (any text, photography, image, video, sound recording, information, data, statement of fact, representation, and opinion and etc;) provided by any third party to the System. The reliance upon any Material is solely your responsibility. You agree not to hold Hillz Holdings Corp liable for any perceived or actual damage or loss resulting from your reliance on any material provided by a third party.
You agree to notify us immediately of any actual or potential unauthorized use of your account or password, or any other actual or potential breach of security. However, you may be held liable for losses incurred by us or any other user of or visitor to any of the System due to someone else using your Account ID, password, or account.

You may not use anyone else’s Account ID, password, or account at any time without the express permission and consent of the holder of that Account ID, password, or account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.


14. Dispute Resolution

Both parties agree to the following dispute resolution procedure: in the event of any controversy, claim, action, or dispute arising out of or related to any transaction conducted on this System, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("dispute"), you asserting the dispute, must first try in good faith to settle such dispute by providing written notice to the other party by registered mail describing the facts and circumstances (including any relevant documentation) of the dispute, and allowing us 30 days from the date of mailing to respond to the dispute. In the event that we are unable to resolve the dispute with you, the parties shall resolve their dispute through only the mediation-arbitration by a single med-arbitrator at The ADR Institute of BC (https://adrbc.com) and subject to its institutional procedure rules in the Province of British Columbia.


15. Governing Law

These Terms shall be construed in accordance with the laws of the Province of British Columbia and Canada, without regard to any conflict of law provisions. The waiver of any provision of these Terms shall not be considered a waiver of any other provision or of our right to require strict observance of each of the Terms herein. If any provision of these Terms is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect.


16. General

You may not assign these Terms of Use or any of interests, rights, or obligations under these Terms of Use.  If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.  No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.


17. For Residents of Quebec

The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only.

Les parties déclarent par les présentes qu’ils exigent que cette entente et tous les documents y afférents, soit pour le présent ou l’avenir, soient rédigés en langue anglaise seulement.


18- You acknowledge to have had sufficient time and opportunity to seek independent legal advice in connection with this agreement and have freely agreed to the terms, conditions and statements contained herein.


19. Contact Information

If you have any questions or concerns about the Terms, contact us at:+18887254455; or email us at:info@hillzdealer.com

 

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