Master Services Agreement (MSA)

Master Services Agreement (MSA)

Last Updated: 11/4/2025

This Master Services Agreement (“Agreement”) is effective as of the date Customer executes an Order Form that incorporates this MSA by reference. This Agreement is between Hatchify Inc. d/b/a Hatch (“Hatch”) and the customer identified in the Hatch Order Form (“Customer”). This Agreement governs Customer’s use of Hatch’s software-as-a-service product (“Platform”) and any related professional services described in an Order Form (“Professional Services”). Note: This MSA becomes binding when Customer executes an Order Form that incorporates this MSA by reference. This MSA does not require separate signature.

By accepting this Agreement on behalf of Customer, you represent that you have authority to bind Customer and its affiliates. If you lack such authority, or if you do not agree to this Agreement, you may not accept or use the Service.

1. SCOPE

Subject to the terms and conditions of this Agreement, Hatch will provide Customer and its Authorized Users access to Hatch’s Platform for sending and receiving mobile messages, AI voice calls, ringless voicemails, and/or emails (collectively “Communications”) and Hatch may provide Professional Services and/or templates or other materials (“Templates”), which together with the Platform form the “Service.”

The Service to be provided will be set out in one or more Order Forms, each incorporated into this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the conflict.

“Authorized User” means any Customer-designated individual or affiliate with an account to access the Platform, including employees, contractors, and service providers. Customer authorizes Hatch to make account modifications on behalf of Customer or its Authorized Users in accordance with their instructions.

2. PROPRIETARY RIGHTS

1. License. During the Term, Hatch grants Customer a non-exclusive, non-transferrable, and non-sublicensable license for Authorized Users to access and use the Service solely to send Communications to Subscribers for Customer’s business. Customer and its Authorized Users may upload content for processing by the Platform and receive corresponding outputs. Customer is solely responsible for all uploaded content, outputs, and Communications, and must rely on its own business and legal judgment before sending any Communications. Uploaded content and outputs constitute “Customer Data” and “Confidential Information” as defined below.
   
   
2. Restrictions. Customer and its Authorized Users may not: (i) copy, modify, translate, or create derivative works of the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise attempt discover any source code, ideas, or algorithms of the Platform; (iii) rent, sell, or otherwise provide the Service to any third party (other than Authorized Users); (iv) disrupt or attempt to disrupt the integrity or performance of the Platform; (v) gain or attempt to gain unauthorized access to the Platform or related systems; (vi) use the Service in violation of this Agreement, third-party rights, or any applicable law, rule, or regulation; or (vii) access the Service to build or support a competitive product or service.
   
   Customer is responsible for the use or misuse of the Service by Authorized Users. Any action taken or breach of this Agreement by an Authorized User will be deemed an action taken or a breach of this Agreement by Customer. Customer must safeguard all Customer and Authorized User access credentials and Customer is responsible for all actions taken with such access credentials.
   
   
3. Ownership. Except for the license in Section 2(a), Hatch retains all rights, title, and interest in and to the Service, Hatch Works (defined below), and aggregated, de-identified data about Service usage and performance (“Diagnostic Data”). No rights are granted except as expressly set forth in this Agreement, and no implied licenses are granted under this Agreement.
   
   
4. Customer Data. As between the parties, Customer owns all data, information and other materials transmitted to or through the Platform (except for Diagnostic Data and Feedback) by Customer or Authorized Users (“Customer Data”). Customer grants Hatch a non-exclusive license to host, copy, process, and transmit the Customer Data solely to provide and improve the Service. Customer Data may include, but is not limited to, Subscriber telephone number, Subscriber email address, and Customer’s communications.
   
   
5. Feedback. Customer may provide Hatch, directly or indirectly, feedback, analysis, suggestions, or comments regarding the Service (“Feedback”). Hatch may use Feedback without any restriction or obligation.
   
   
6. Suspension. Hatch may suspend, terminate, or limit Customer’s or Authorized Users’ access to the Service, and/or restrict, disable, or quarantine any Customer Data if Hatch reasonably determines that (i) the Service is being used by Customer or its Authorized Users in violation of this Agreement; (ii) the Service is being used by Customer or its Authorized Users in an unauthorized or fraudulent manner; (iii) the use of the Service by Customer or its Authorized Users adversely affects Hatch’s equipment or its service to others; or (iv) any payment under this Agreement is more than ten (10) days overdue.

3. PROFESSIONAL SERVICES

Hatch will provide Professional Services as described in any Order Form. In performing such services, Hatch may create software, works of authorship, trade secrets, inventions, or other intellectual property, not including any Customer Data (collectively, “Hatch Works”).

Subject to timely payment of Fees, Hatch grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use Hatch Works incorporated into the Service solely as necessary to use the Service under this Agreement. The Platform, Templates, and Professional Services are not “work-for-hire” unless explicitly designated as such in the applicable Order Form.

Customer will reasonably cooperate with Hatch in connection with Professional Services and remains solely responsible for its use of the Service and for reviewing and approving all final content, designs, and Communications. Hatch does not make any final content, design, or Communication decisions with respect to Customer’s use of the Service.

 

4. FEES

 

1. Payment. Customer will pay Hatch the fees set forth in the Order Form (“Fees”). Fees are due upon receipt of Hatch’s invoice and are non-cancellable and non-refundable. Late payments accrue interest at one and a half percent (1.5%) per month (or the maximum rate allowed by law) from the due date until paid. Hatch reserves the right to engage a third-party collections agency to collect any amounts outstanding for thirty (30) days or more, and Customer will be responsible for all reasonable costs incurred in connection with such collection efforts, to the extent permitted by law.
   
   
2. Taxes. Fees exclude all taxes, levies, and duties (“Taxes”). Customer is responsible for all Taxes associated with the rights and benefits it receives under this Agreement. If Hatch is legally required to pay or collect Taxes for which Customer is responsible, Hatch will invoice Customer for such amounts.

 

5. CONFIDENTIAL INFORMATION

 

1. Definition. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked “confidential” or should reasonably be understood as confidential given its nature and the circumstances. Hatch’s Confidential Information includes pricing, non-public aspects of the Service, its interface, design, layout, specifications, documentation, and technical information. Confidential Information does not include information that (i) is or becomes public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
   
   
2. Protection. The Receiving Party will protect the Disclosing Party’s Confidential Information with at least the same care it uses for its own confidential information, but no less than reasonable care. Confidential Information may be used only to perform obligations or exercise rights under this Agreement. The Receiving Party will limit access to Confidential Information of the Disclosing Party to its and its affiliates’ employees, contractors, or agents who need access to perform obligations under this Agreement and who are bound to confidentiality terms at least as restrictive as those in this Agreement. Neither party may disclose the terms of this Agreement to any third party (other than its affiliates, legal counsel, or accountants) without the other party’s prior written consent.
   
   
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided it gives prior notice (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s expense to contest the disclosure.

 

6. TERM AND TERMINATION

 

1. Term. This Agreement begins on the date that Customer first enters into an Order Form and continues until all Order Forms have expired or are terminated (the “Term”).
   
   
2. Termination for Breach. Either party may terminate this Agreement with thirty (30) days’ prior written notice if the other party materially breaches this Agreement and fails to cure within that period.
   
   
3. Effect of Termination. Upon expiration or termination of this Agreement, all licenses granted to Customer in Sections 2(a) and 3 (Professional Services) will immediately end, and all outstanding Fees become immediately due.
   
   
4. ‍Survival. Sections 2(b)-(f), 4, 5, 6(c)-(d), 7, 8, 9, 10, and all defined terms used in those Sections will survive any expiration or termination of this Agreement.

 

7. REPRESENTATIONS AND WARRANTIES

 

1. Mutual. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (ii) it has the authority to enter into this Agreement and to grant the rights and perform its obligations herein; (iii) the execution of this Agreement has been duly authorized by all necessary corporate or organizational action of the party; and (iv) once executed, this Agreement will be a valid, binding obligation, enforceable in accordance with its terms.
   
   
2. Hatch. Hatch represents and warrants that it will use commercially reasonable efforts to make the Service available during the Term, except for planned downtime and unavailability caused by force majeure events (including, but not limited to, natural disasters, governmental actions, network failures, or malicious attacks).
   
   
3. Customer. Customer represents and warrants that: (i) it owns or has sufficient rights to the Customer Data to grant the license in Section 2(d); (ii) its use of Customer Data through the Service does not and will not infringe or violate any third-party rights, contracts, or laws, and it will not upload sensitive or special categories of information as defined in Data Protection Laws, including the CCPA and California Privacy Rights Act; (iii) it will not knowingly collect or use personally identifiable information from children under thirteen when using the Service; (iv) when using the Service, Customer will, and will cause its Authorized Users to: (A) comply with and maintain appropriate records to demonstrate its compliance with all applicable federal, provincial, state, and local laws, regulations, and rules governing Communications, including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. and its implementing rules and regulations, the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. § 6101, et seq., the Federal Trade Commission’s Telemarketing Sales Rule, 16 C.F.R. 310, et seq., the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101, et seq., the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, Canada’s Anti-Spam Legislation (“CASL”), and all state, local, and foreign equivalents; all applicable industry guidelines and best practices, including, without limitation, the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices, and any other applicable foreign carrier requirements (collectively, “Applicable Communication Requirements”); (B) ensure the content of all Communications complies with Applicable Communication Requirements, including all applicable form, content and unsubscribe requirements; (C) send Communications only to individuals from whom Customer has obtained all necessary and legally required consent to do so in accordance with its obligations under Applicable Communication Requirements (“Subscribers”); and (D) promptly notify Hatch of all requests made by Subscribers directly to Customer to stop receiving Communications from Customer; and (v) any consumer contact information provided by Customer to Hatch has been collected in accordance with Applicable Communication Requirements. Customer’s responsibilities as set forth in this Section and this Agreement will remain the sole responsibility and liability of Customer notwithstanding that Hatch may offer Templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Hatch may be engaged to provide services related to such responsibilities of Customer.
   
   
4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, HATCH MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND HATCH HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES. WITHOUT LIMITING THIS SECTION 7(d), (I) HATCH SHALL HAVE NO LIABILITY FOR CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF CUSTOMER DATA; (II) TEMPLATES ARE PROVIDED BY HATCH FOR CONVENIENCE ONLY AND CUSTOMER SHOULD CONFER WITH ITS OWN COUNSEL AS TO WHETHER ANY LANGUAGE IN THE TEMPLATES IS SUFFICIENT FOR LEGAL PURPOSES OR TO MEET CUSTOMER’S OBLIGATIONS UNDER APPLICABLE LAWS, INCLUDING APPLICABLE COMMUNICATION REQUIREMENTS; (III) CUSTOMER MAY NOT RELY UPON THE PROVISION OF SAMPLE LANGUAGE OR OTHER CONTENT IN ANY TEMPLATE AS A REPRESENTATION THAT SUCH LANGUAGE OR CONTENT SATISFIES ANY APPLICABLE LEGAL REQUIREMENTS; AND (IV) HATCH HAS NO RESPONSIBILITY FOR COMMUNICATIONS OR COMMUNICATION CONTENT.

8. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 9 AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4, (I) IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES THAT CUSTOMER HAS PAID TO HATCH DURING THE TERM; AND (II) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. This Section 8 will not apply to any actual or alleged infringement by Customer or any Authorized User of Hatch’s intellectual property or other proprietary rights.

 

9. INDEMNIFICATION

 

1. Customer. Customer will indemnify, defend, and hold harmless Hatch, its affiliates, and their respective affiliates, officers, employees, and contractors officers (each, a “Hatch Released Party”) from any third-party claim, investigation, or proceeding (each, a “Third-Party Claim”) arising out of or in connection with any (i) use of the Service by Customer or its Authorized User in violation of this Agreement or Hatch’s Terms of Service at https://www.usehatchapp.com/terms; (ii) breach of Customer’s representations or warranties (including Section 7(c)); (iii) Customer Data uploaded, transmitted, or generated to or through the Service; or (iv) use of the Service to transmit Communications in violation of applicable law, regulation, or industry best practice including Applicable Communication Requirements. Customer will indemnify and defend each Hatch Released Party from the Third-Party Claim and hold such parties harmless from all penalties, losses, liabilities, damages, costs, and expenses (including, reasonable attorneys’ fees, and settlements costs). This Section 9(a) states Customer’s entire and sole liability for Third-Party Claims.
   
   
2. Hatch. Hatch will indemnify, defend, and hold harmless Customer and its affiliates, officers, employees, and contractors (each, a “Customer Released Party”) from any Third-Party Claim alleging that the Platform infringes such third party’s patent rights. If such a claim arises, Hatch may, at its sole option and expense: (i) procure the right for Customer to continue using the Platform; (ii) modify or replace the Platform with substantially similar functionality; or (iii) if the foregoing are not commercially practicable, terminate this Agreement and refund Customer a pro-rata share of the Fees.
   
   Notwithstanding the foregoing, Hatch will have no liability for a Third-Party Claim arising out of or resulting from (i) Customer’s or its Authorized User’s breach of this Agreement; (ii) any modification, alteration, or addition made to the Platform by Customer or any Authorized User, including any combination of the Platform with software not provided by Hatch; or (iii) Customer Data. This Section 9(b) states Hatch’s entire and sole liability for Third-Party Claims.
   
   
3. Procedure. The party seeking indemnification under this Section (“Indemnified Party”) must promptly notify the other party (“Indemnifying Party”) of any claim for which the Indemnified Party seeks indemnification (failure to do so only excusing the Indemnifying Party to the extent of material prejudice). The Indemnifying Party will, at its own expense, defend the Indemnified Party with legal counsel reasonably acceptable to the Indemnified Party and will have sole control of the defense and settlement, provided it may not settle without the Indemnified Party’s prior written consent unless the settlement is solely monetary and fully covered. The Indemnified Party will reasonably cooperate (at the Indemnifying Party’s expense) and may participate in the defense through its own legal counsel at its own cost, or at the Indemnifying Party’s cost if the Indemnifying Party fails to defend.

10. MISCELLANEOUS

1. Third-Party Products. Customer’s use of third-party products or services that integrate with the Service is at Customer’s sole discretion and governed only by the applicable third-party terms. If Customer enables or provides access to such third-party products or services, Customer authorizes transmission of and access to Customer Data as directed. Hatch does not control, support, or warrant third-party products or services, even if identified by Hatch or implemented or configured by Hatch at Customer’s direction.
   
   
2. Injunctive Relief. Customer agrees that any actual or threatened breach of this Agreement may cause Hatch irreparable harm, entitling Hatch to seek injunctive relief in addition to other legal remedies.
   
   
3. Assignment. This Agreement binds and is for the benefit of each party’s successors and permitted assigns. Neither party may assign this Agreement or any rights under it, without the other party’s prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, in which case no consent is required. Any other assignment is void.
   
   
4. Export Compliance. Customer will comply with all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. Customer will not export or transfer any products, service, or technology received from Hatch under this Agreement, or related technology, in violation of such laws.
   
   
5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect.
   
   
6. Governing Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the Commonwealth of Virginia without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Virginia, and the parties agree to waive all rights to challenge the foregoing.
   
   
7. Entire Agreement; Amendments; Waivers. This Agreement, including any related Order Form(s), constitute the entire agreement between the parties with respect to the subject matter set forth herein and supersedes any previous, or contemporaneous communications, whether oral or written, express or implied. The terms of any Customer-generated purchase order or any terms presented in connection with any vendor management tool (e.g., vendor payment portal) will be void and shall have no legal effect. Hatch may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted by Customer and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer objects in writing, in which case the amendment applies upon the next renewal unless Customer elects not to renew. Continued use of the Service after an amendment takes effect constitutes acceptance. All other modifications or waivers must be in writing and signed by both parties.
   
   
8. Notices. Any notice required or permitted to be given under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the Order Form and with the appropriate postage affixed; or (ii) sent via electronic mail to support@usehatchapp.com in the case of Hatch and to the address or email provided in the Order Form, in the case of Customer. Either party may change its address for receipt of notice by notice to the other party in accordance with this section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, or on the same day an electronic mail is sent to the recipient.
   
   
9. Marketing. Hatch may use Customer’s name and logo to identify Customer as a Hatch customer and may display examples of Customer’s Communications on its website or in other media. Customer may revoke this right by written notice if such use is derogatory, defamatory, or harmful to Customer’s business or reputation.

11. DATA PROTECTION

1. Personal Information. To the extent Customer Data includes personal information, personally identifiable information, or personal data (“Personal Information”) under applicable laws and regulations governing the processing of Personal Information by Hatch on Customer’s behalf under the Agreement (“Data Protection Laws”), including the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) (“CCPA”), Hatch will act as a “service provider” and will retain, use, and disclose such Personal Information for the sole purposes specified in this Agreement. Hatch will not “sell” or “share” (as defined in the CCPA) any Personal Information, use or disclose Customer’s Personal Information outside the business relationship with Customer, or combine Customer’s Personal Information with any personal information Hatch receives from any other source, except as permitted by applicable Data Protection Laws. Customer has the right to take reasonable and appropriate steps to ensure that Hatch uses Personal Information in a manner consistent with the Customer’s obligations under applicable law, and to stop and remediate Hatch’s unauthorized use of Personal Information. Hatch will notify Customer if it makes a determination that it can no longer meet its obligations under applicable laws. Hatch hereby certifies that it understands and shall comply with the restrictions set forth in this Agreement.
   
   
2. Data Subject Requests. Hatch will reasonably assist Customer in handling data subject requests (e.g., access or deletion) received from Subscribers. If Hatch receives such a request or complaint that identifies Customer, Hatch will promptly notify Customer and provide reasonable assistance but will not respond directly except to confirm receipt, redirect to Customer, or act on Customer’s reasonable instructions.
   
   
3. Security. Hatch will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the Personal Information it processes on behalf of Customer. If Hatch becomes aware of any unauthorized acquisition, alteration, or disclosure of Customer’s Personal Information that requires notification under Data Protection Laws, Hatch will notify Customer promptly and without undue delay.
   
   
4. Sub-Processors. Customer authorizes Hatch to engage third-party sub-processors to process Personal Information provided such sub-processors are bound by written contracts with protections at least as strong as those in this Section and as required by Data Protection Laws.
   
   
5. Customer Privacy Obligations. Customer will provide and maintain an appropriate consumer-facing privacy policy and any other notices required under Data Protection Laws. Customer will ensure that individuals receive appropriate notice and, where required, consent to the collection and processing of Personal Information, including the use of cookies and similar technologies, and will comply with laws such as the CCPA, California Invasion of Privacy Act (Cal. Penal Code § 632 – 638.55) and analogous federal, state, and foreign laws governing electronic communications.
   
   
6. Additional Terms. To the extent data protection laws imposing additional obligations on Hatch, such as the Regulation 2016/679 (“EU GDPR”) or the Data Protection Act 2018 (“UK GDPR”), apply to the collection, use, or disclosure of Personal Information under this Agreement, the parties will comply with the requirements set forth in a data processing addendum which shall be specifically incorporated by reference in the respective Order Form.

Terms of Service

Last updated March 10, 2022

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Hatchify Inc., doing business as Hatch ("Hatch", “we”, “us”, or “our”), concerning your access to and use of the http://www.usehatchapp.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use, including the User Agreement posted on the Site, which are incorporated into these Terms of Use.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

FEES, PAYMENT, AND TERMS OF CONTRACTS

We accept the following forms of payment: Visa, Mastercard, American Express, Discover .

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

PAYMENT AND TERM BILLING

This agreement is billed monthly for a 12-month term, starting on the day of a signed signature.

RENEWALS AND TERM

This contract will renew automatically and a 5% increase to your monthly bill will apply to your renewal unless otherwise negotiated. In order to discontinue your Hatch partnership, you must provide written notice to your Customer Success Manager 60 days prior to your annual renewal date.

If notice is not given 60 days prior, your contract will renew for another 12 months.

LATE PAYMENT

A Customer has 5 days from their monthly payment date to resolve a failed payment. After 5 days, past due invoices may be assessed a 10% late fee, per month.

DELINQUENT STATUS

If a Customer has unresolved payments, Customer will be responsible for settling the balance before returning to Hatch as a customer. In this occurrence, Customer may be required to pay the yearly contract fee in full.

UPGRADES

Any additional products or upgrade in services will be billed, upon signature, through the end of the current contract.

REFUNDS

No Refunds. Refunds are only issued if required by law.

SOFTWARE

We may include software for use in connection with our services. If such software is accompanied by an end-user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Terms of Use. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any Software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms of Use.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. Use the Site to advertise or offer to sell goods and services. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. Engage in unauthorized framing of or linking to the Site. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. Make improper use of our support services or submit false reports of abuse or misconduct. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. Use any information obtained from the Site in order to harass, abuse, or harm another person. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you. Delete the copyright or other proprietary rights notice from any Content. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. Use the Site in a manner inconsistent with any applicable laws or regulations.

Users cannot upload purchased lists of names and numbers and customers into Hatch at any time for any reason.

Customers are required to collect opt-in on all customers they want to message with Hatch.

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that: The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use. Your Contributions are not false, inaccurate, or misleading. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another. Your Contributions do not violate any applicable law, regulation, or rule. Your Contributions do not violate the privacy or publicity rights of any third party. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation. Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

MOBILE APPLICATION LICENSE

Use License If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. THIRD-PARTY WEBSITES AND CONTENT The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: http://www.usehatchapp.com/privacypolicy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to agreements made and to be entirely performed within the Commonwealth of Virginia, without regard to its conflict of law principles.

DISPUTE RESOLUTION

You agree to irrevocably submit all disputes related to Terms or the legal relationship established by this Agreement to the jurisdiction of the United States courts. Hatchify Inc. shall also maintain the right to bring proceedings as to the substance of the matter in the courts of the country where you reside or, if these Terms are entered into in the course of your trade or profession, the state of your principal place of business.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Terms of Service

Last updated September 29, 2020

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Hatchify Inc., doing business as Hatch ("Hatch", “we”, “us”, or “our”), concerning your access to and use of the http://www.usehatchapp.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use, including the User Agreement posted on the Site, which are incorporated into these Terms of Use.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

FEES, PAYMENT, AND TERMS OF CONTRACTS

We accept the following forms of payment: Visa, Mastercard, American Express, Discover .

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

PAYMENT AND TERM BILLING

This agreement is billed monthly for a 12-month term, starting on the day of a signed signature.

RENEWALS AND TERM

This contract will renew automatically and a 5% increase to your monthly bill will apply to your renewal unless otherwise negotiated. In order to discontinue your Hatch partnership, you must provide written notice to your Customer Success Manager 60 days prior to your annual renewal date.

If notice is not given 60 days prior, your contract will renew for another 12 months.

LATE PAYMENT

A Customer has 5 days from their monthly payment date to resolve a failed payment. After 5 days, past due invoices may be assessed a 10% late fee, per month.

DELINQUENT STATUS

If a Customer has unresolved payments, Customer will be responsible for settling the balance before returning to Hatch as a customer. In this occurrence, Customer may be required to pay the yearly contract fee in full.

UPGRADES

Any additional products or upgrade in services will be billed, upon signature, through the end of the current contract.

REFUNDS

No Refunds. Refunds are only issued if required by law.

SOFTWARE

We may include software for use in connection with our services. If such software is accompanied by an end-user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Terms of Use. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any Software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms of Use.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. Use the Site to advertise or offer to sell goods and services. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. Engage in unauthorized framing of or linking to the Site. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. Make improper use of our support services or submit false reports of abuse or misconduct. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. Use any information obtained from the Site in order to harass, abuse, or harm another person. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you. Delete the copyright or other proprietary rights notice from any Content. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. Use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that: The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use. Your Contributions are not false, inaccurate, or misleading. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another. Your Contributions do not violate any applicable law, regulation, or rule. Your Contributions do not violate the privacy or publicity rights of any third party. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation. Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

MOBILE APPLICATION LICENSE

Use License If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. THIRD-PARTY WEBSITES AND CONTENT The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: http://www.usehatchapp.com/privacypolicy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to agreements made and to be entirely performed within the Commonwealth of Virginia, without regard to its conflict of law principles.

DISPUTE RESOLUTION

You agree to irrevocably submit all disputes related to Terms or the legal relationship established by this Agreement to the jurisdiction of the United States courts. Hatchify Inc. shall also maintain the right to bring proceedings as to the substance of the matter in the courts of the country where you reside or, if these Terms are entered into in the course of your trade or profession, the state of your principal place of business.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.