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. 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.
14. 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.
15. 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.
16. 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.
17. Independent Legal Review and Agreement
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.
18. Contact Information
If you have any questions or concerns about the Terms, contact us at: +1 888 725 4455; or email us at: [email protected]