Terms & Conditions
HP Terms & Conditions
By checking the “I agree to terms and conditions of HP” box when creating an account or otherwise using the Hunt Perfect Application, you agree to the following Terms and Conditions (referred to as “Terms & Conditions” or “Agreement”):
You acknowledge and agree that upon checking the “I agree to terms and conditions of HP” box when creating an account with Hunt Perfect and otherwise using the Hunt Perfect Application, you are agreeing to pay for the work performed by Hunt Perfect.
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1. GENERAL. CUSTOMER shall pay HUNT PERFECT the total price agreed upon. The person approving this Agreement for CUSTOMER has full authority to do so. All risk of loss passes to CUSTOMER upon delivery. CUSTOMER grants to HUNT PERFECT a continuing security interest in the products and in the proceeds from any sale of the products to secure all amounts owed to HUNT PERFECT. Should CUSTOMER fail to pay, or payment be rejected due to insufficient funds, HUNT PERFECT may prevent CUSTOMER from using HUNT PERFECT’s products.CUSTOMER is responsible for suitable equipment.
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2. LICENSED RIGHTS. Upon delivery to CUSTOMER of the Software and payment by CUSTOMER of the total system price plus taxes, HUNT PERFECT hereby grants to CUSTOMER a non-exclusive, non-transferable license to use the Application Software and System Software (jointly, “Software”), if applicable, pursuant to the terms and conditions hereof. System Software shall mean all computer programs whether in software or firmware and whether written in object, intermediate, or other code, for the general operation of a HUNT PERFECT Computer, including operating system, run-time system, utilities, diagnostics, interpreter’s, and compilers. CUSTOMER acknowledges and agrees that all Software, together with the ideas, concepts, trade secrets, and copyrights contained therein are, and shall at all times remain, the exclusive, unique and valuable property of HUNT PERFECT or its supplier. Neither CUSTOMER, nor its employees or agents, have acquired or shall attempt to acquire any proprietary interest in or other right to the Software other than as expressly granted herein. Any breach of this Agreement may result in deactivation of the Software. CUSTOMER represents and warrants that it shall not use the Software to upload any illegal, immoral, or explicit material. Should CUSTOMER breach the covenant in the previous sentence, HUNT PERFECT may immediately discontinue CUSTOMER’s use of the Software without refund to CUSTOMER.
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3. NON-DISCLOSURE. CUSTOMER shall take all reasonable steps necessary to protect the trade secrets, copyrights, and other proprietary rights of HUNT PERFECT (or any third party licensing the same to HUNT PERFECT) in the Software, including the preservation of all proprietary notices supplied or requested by HUNT PERFECT, and to ensure that the Software is not made available or disclosed by CUSTOMER to any persons other than to HUNT PERFECT and to CUSTOMER’s employees solely in connection with CUSTOMER’s business. CUSTOMER agrees not to reverse-compile, reverse assemble or otherwise reverse engineer any of the Software. CUSTOMER agrees that all of its employees having access to the Software under this Agreement shall be informed by CUSTOMER of, and shall observe and perform the terms of, Section 2 and 3 herein.
CUSTOMER acknowledges and agrees that any violation of the provisions of Sections 2 and 3 herein will result in irreparable harm to HUNT PERFECT and that money damages would provide an inadequate remedy. Accordingly, in addition to other rights and remedies available, HUNT PERFECT shall be entitled to injunctive or other equitable relief to restrain any such violation and to such other and further relief as a court may deem proper under the circumstances.
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4. CONFIDENTIALITY. Both parties acknowledge that by reason of its relationship with the other party hereunder, it may have access to certain information and materials relating to the other party’s business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. Both parties agree that they will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by the other party. Both parties further agree that they will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use (except for use in conformance with these Terms & Conditions) or disclosure by either party of any such confidential information in its possession, and all confidential materials shall be returned to the other party or destroyed. The provisions of this section shall survive the termination of the agreement for any reason.
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5. DISCLAIMER OF WARRANTIES. NO WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY. HUNT PERFECT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND ANY SERVICES HUNT PERFECT PROVIDES PURSUANT TO THESE TERMS AND CONDITIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND HUNT PERFECT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HUNT PERFECT DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL PRODUCE ANY SPECIFIC RESULTS, THAT THE SERVICES WILL MEET THE CUSTOMER’S NEEDS, OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE THAT CUSTOMER MAY SELECT. HUNT PERFECT DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE OR VIRUSES OR OTHER HARMFUL COMPONENTS.
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6. LIABILITY.
a. LIMITATION OF LIABILITRY. HUNT PERFECT SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, PROFITS, DATA AND GOODWILL, EVEN IF HUNT PERFECT HAS BEEN APPRISED OF THE LIKELIHOOD OF THE SAME. NO ACTION, ARBITRATION, OR OTHER PROCEEDING MAY BE BROUGHT AGAINST HUNT PERFECT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. ANY CLAIM BROUGHT BY CUSTOMER WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO HUNT PERFECT FOR THE SOFWARE UNDER THESE TERMS & CONDITIONS.
b. RELEASE OF LIABILITY. CUSTOMER hereby releases HUNT PERFECT, its employees, officers, directors, owners, and agents, from any and all liability related to CUSTOMER’S use the Software, including without limitation, any data overages the CUSTOMER incurs due to use of the Software or any injury CUSTOMER sustains while using the Software, including physical injury and/or death and property damage. CUSTOMER acknowledges that data overages and physical injury or death or property damages are risks associated with use of the Software and CUSTOMER agrees to accept all such risk and explicitly covenants not to bring suit related to such risks against HUNT PERFECT.
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7. FORCE MAJEURE. HUNT PERFECT shall not be liable for any failure or delay due to any cause beyond its reasonable control, including without limitation, fire, labor dispute or unrest, transportation delays, shortage of raw materials, energy or machinery, acts of suppliers, weather or lighting or other acts of God, power surges, and acts of the government or the judiciary.
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8. SUCCESSORS AND ASSIGNS. The interests of CUSTOMER in this Agreement are personal and shall not be assigned, transferred, shared or divided in any manner by CUSTOMER without the prior written consent of HUNT PERFECT. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assignees. Any transfer of a controlling interest in CUSTOMER and any merger or consolidation of CUSTOMER shall be considered an assignment.
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9. TERMINATION. The rights granted CUSTOMER pursuant to Section 2 may be terminated by HUNT PERFECT for any breach of Section 2 or 3 immediately upon written notice given to CUSTOMER. In addition, without prejudice to any other rights, either party may elect to terminate the rights and obligation contained in this Agreement including the license granted to CUSTOMER under Section 2 if after thirty days written notice, the other party has failed to perform any material obligation required to be performed by it under this Agreement or under any other agreement which has been or may in the future be entered into between CUSTOMER and HUNT PERFECT, including without implied limitation, any maintenance agreement or agreement to pay for forms or supplies. Paragraphs 3, 4, 5, 6, 7, 8 and 12 hereof shall survive any termination of this Agreement. In the event of any termination, CUSTOMER shall discontinue all use of and shall return to HUNT PERFECT all Software furnished hereunder and certify to HUNT PERFECT that it has done so.
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10. MISCELLANEOUS. It is the intent of the parties hereto that HUNT PERFECT has been retained in the capacity of contractor only. Neither CUSTOMER nor HUNT PERFECT considers its relationship to be a partnership, joint venture, employment, or any other related relationship. If any action, at law or in equity, including an action for declaratory relief, is brought to enforce or interpret this Agreement, HUNT PERFECT is entitled to recover reasonable attorney fees’ from CUSTOMER if HUNT PERFECT is the prevailing party, in addition to any other relief that may be awarded. The invalidity or unenforceability of any term, provision, clause or portion thereof of this Agreement shall in no way impair or affect the validity or enforceability of any other provision in this Agreement. Failure of either party at any time to require performance of any provision of this Agreement shall not limit the party’s right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
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11. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana, without giving effect to any principles of conflicts of laws s regardless of where the subscriber is based. Each party hereto irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the Adams County, Indiana and (b) waives any objection to venue and waives any right to and agrees not to plead or claim in any Indiana court that such litigation brought therein has been brought in any inconvenient forum or improper venue.
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12. INDEMNIFICATION. CUSTOMER hereby agrees to indemnify and hold harmless HUNT PERFECT and its owners, principals, agents, consultants, contractors, officers, and employees (the “Indemnified Parties”) from and against any losses, claims, damages, liabilities, court costs, and reasonable expenses (including reasonable attorney fees) in any threatened, pending or completed action, suit or proceeding to which the HUNT PERFECT is a party or threatened to be made a party arising from or in connection with HUNT PERFECT’s performance of this Agreement caused by the CUSTOMER’s breach of this Agreement, negligence, gross negligence, fraud, willful or wanton misconduct or omission. CUSTOMER shall advance the Indemnified Parties the amount of reasonable expenses and fees incurred at the time they become due. CUSTOMER shall defend, indemnify and hold harmless the Indemnified parties from any loss, including without limitation, fines, penalties and corrective measures, reasonable attorney fees and costs, the Indemnified Parties may sustain by reason of failure CUSTOMER’s failure to comply with laws, rules, and regulations in connection with performance of this Agreement, including without limitation, any and all federal and
state laws.
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13. ENTIRE AGREEMENT. This Agreement and the HUNT PERFECT/CUSTOMER shared responsibilities sheet, if any, contain the entire agreement between CUSTOMER and HUNT PERFECT and supersede all prior and contemporaneous agreement, negotiations and understanding regarding this transaction. There are no other understanding, statements, promises or inducements, oral or otherwise, contrary or supplementary to the terms of this Agreement and the HUNT PERFECT/CUSTOMER shared responsibilities sheet, if any.