Terms & Conditions
THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THROUGHOUT THESE TERMS, “YOU” AND “YOUR” REFERS, AS APPLICABLE, TO (1) THE INDIVIDUAL THAT PLACES AN ORDER FOR SERVICES OFFERED FOR PURCHASE BY HILINE SERVICES, LLC (“HILINE”, “WE”, “US” OR “OUR”) THROUGH HILINE.CO OR OTHERWISE OR (2) THE COMPANY OR ORGANIZATION ON WHOSE BEHALF AN INDIVIDUAL PLACES AN ORDER FOR SERVICES FROM US. INDIVIDUALS THAT PLACE AN ORDER THROUGH HILINE.CO ARE REQUIRED TO: (A) ACCEPT THESE TERMS AND CONDITIONS WITHOUT MODIFICATION AND (B) IF APPLICABLE, AFFIRM THAT THEY HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION OR COMPANY NAMED WHEN PLACING AN ORDER TO PURCHASE SERVICES THROUGH HILINE.CO.
These terms and conditions, together with any service-specific terms (“Service-Specific Terms”) referenced in an Order Confirmation Email (defined below, and collectively with these terms and conditions and the Service-Specific Terms, these “Terms”) apply to the purchase and sale of all services (“Services”) through www.hiline.co (the “Site”) from us. The effective date of these Terms (“Effective Date”) shall be the applicable date referenced on the Order Confirmation Email that names you as the purchaser, subscriber or licensee of the Services named therein.
ARTICLE I. Order Acceptance and Cancellation
You agree that your order is an offer to buy the Services listed in your order, and your acceptance without modification of these Terms. All orders must be accepted by us. We will not be obligated to sell Services to you if you condition our acceptance of your order on our agreement to modify these Terms. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number, details of the items you have ordered and links to the Service-Specific Terms in effect as of the order date (the “Order Confirmation Email”).
ARTICLE II. Prices and Payment Terms
The Prices applicable to the Services shall be as quoted on our Site. All prices are in US Dollars. All prices posted on our Site are subject to change. The price charged for a Service will be the price in effect at the time the order is placed and will be set out in your Order Confirmation Email. Certain Services offered by us require a minimum commitment of twelve (12) months on your part (“Minimum Term”), which are subject to automatic renewal for successive one (1) year periods (each a “Successor Term” and together with the Minimum Term, the “Term”) unless either party gives written notice to the other at least sixty (60) days prior to the expiration of the Minimum Term or any Successor Term of its desire to terminate the Services. In the event you order Services that are subject to the Minimum Term, we reserve the right to increase the price for such Services following the expiration date of such Minimum Commitment. Posted prices do not include any applicable taxes or other government charges (if applicable). All such taxes and charges will be added to your total and will be itemized in your Order Confirmation Email. While we strive to display accurate price information, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Terms of payment are within our sole discretion. In order to timely satisfy your payment obligations to us, we may require you to complete, execute and deliver to us an authorization for automatic payment, which authorizes us to initiate electronic debit or credit entries via ACH to a deposit account maintained by us. You represent and warrant that (i) the all account information you supply to us is true, correct and complete, (ii) you are duly authorized to use ACH for the purchase, (iii) charges incurred by you will be honored by your banking institution, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any. Any payments which are not paid when due shall bear a late fee at the rate of eighteen percent (18%) per annum or the maximum fee rate permitted by applicable law, whichever is more. In addition, you will be liable to us for all costs and expenses, including reasonable attorney’s fees, incurred by us in any action or suit to collect any overdue costs and expenses hereunder. The failure to pay any amount due hereunder when due shall constitute a material breach by you. In addition to, and without limiting our rights and remedies, we reserve the right to refuse to provide any additional Services to you in the event you are in breach of your payment obligations to us until any overdue accounts you have with us, including late fees, are paid in full.
ARTICLE III. Changes or Cancellation to Orders; Termination of Services.
Due to the specialized nature of the Services, orders may not be changed or canceled for any reason without Hiline’s written consent, which may be withheld in our sole and absolute discretion. ALL PAYMENTS ARE NON-REFUNDABLE. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our clients at our sole and absolute discretion or if otherwise required by law.
Notwithstanding anything contained herein, Services may be terminated: (i) at any time by mutual agreement of the parties; (ii) by either party in the event the other has committed a material breach of these Terms and the non-breaching party has not cured such breach within thirty (30) days of receipt of written notice describing such breach; or (iii) by us for convenience provided we provide you with at least thirty (30) days prior written notice, without liability to you.
ARTICLE IV. Performance of Services and Schedule.
Our performance of Services for you is contingent upon your cooperation and timely provision of such information and records in your possession, that may be necessary for us to complete the Services, including, without limitation, access to your personnel, books and records (if applicable, depending on the Services). You agree that any information you provide us is true and accurate. We acknowledge that you shall maintain ownership of any information or records you provide to us; provided, however, that any records, analyses or other work product that we produce on your behalf while providing Services shall remain our property and shall be transferred to you only upon our receipt in full of payment for the Services. All Services shall be performed on a schedule as set forth on our Site, the Order Confirmation Email, or otherwise mutually agreed to by us in writing.
ARTICLE V. Confidentiality.
We agree to keep any information we learn about you or which is provided by you confidential and not to directly use information for any purpose other than in connection with the Services we provide for you. This duty of confidentiality shall not apply to any information: (i) which we learn from a third party not under a known obligation of confidentiality to you; (ii) which is available to the general public; (iii) which we reasonably believe is required by judicial process or law to be disclosed; or (iv) was independently developed by use, as established by documentary evidence, without reference to or use of, in whole or in part, any of your confidential information.
ARTICLE VI. Warranty and Disclaimers; Limitation of Liability.
All Services performed by us shall be provided in a professional manner in accordance with all applicable laws. OTHER THAN EXPRESSLY STATED HEREIN OR REQUIRED BY LAW, ALL SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY LAW, NEITHER HILINE NOR ANY OTHER PARTY INVOLVED IN DELIVERING SERVICES, INCLUDING ANY SUBCONTRACTORS UTILIZED BY US FROM TIME TO TIME IN CONNECTION WITH THE SERVICES, WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, INCLUDING LOST PROFITS OR REVENUES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, , WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HILINE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT WILL HILINE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO US DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PROCEEDING ANY CLAIM FOR DAMAGES.
ARTICLE VII. Privacy
ARTICLE VIII. Security
We have implemented technical, administrative and physical security measures based on generally accepted industry standards that are designed to protect personal data collected through our Services from unauthorized access, disclosure, use and modification. We regularly review our security practices to consider appropriate new technological and other safeguards. However, no method of transmission over the Internet or method of electronic storage is entirely secure. We cannot control, and therefore disclaim any responsibility with regard to, the security of personal data residing on the devices on which our products are downloaded or that are used to access our Services. You retain full responsibility for implementing appropriate technical, administrative and physical security measures to safeguard the confidentiality of personal data on the device(s) on which our products are downloaded.
ARTICLE IX. Relationship of Parties; Subcontractors.
Our relationship with you is that of an independent contractor. Nothing in these Terms are intended to create any joint venture or partnership between you and us. You hereby acknowledge and agree that from time to time we may outsource all or part of the Services to a third party subcontractor without your approval, provided that we will remain responsible for the acts and/or omissions of any of our subcontractors.
ARTICLE X. Non-Solicitation.
During the Term and for a period of twelve (12) months following the termination or expiration of the relationship between the parties, you, shall not, either directly or indirectly, solicit, recruit, offer employment to, or hire any of Hiline’s employees for the provision of services that are the same or similar to the Services subject to these Terms. Recognizing that compensatory damages resulting from a breach of this Section would be difficult to prove, you agree that any such breach will render you liable to us for liquidated damages in an amount equal to one year’s salary for each individual so affected as a result of your breach of this Section.
ARTICLE XI. General Provisions.
We may provide any notice to you under these Terms by: (i) sending a message to the email address that receives an Order Confirmation Email; (ii) sending a message to a current email address that we have acknowledged receiving from you; or (iii) by posting to the Site. Notices sent by email will be effective when we send the email, and notices posted to the Site will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to the address listed on our Site. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.
Governing Law; Jurisdiction.
These Terms and any matter or dispute arising out of, in connection with or related to these Terms, of any type or nature, shall be governed by and construed in accordance with the laws of the State of New York (exclusive of such State’s conflicts of laws provisions). Each of the parties irrevocably submits to the non-exclusive jurisdiction of the state and federal courts located within Onondaga County for the purposes of any suit, action or other proceeding arising out of these Terms, the Services, and any related agreement or any transaction contemplated hereby or thereby. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this agreement, any related document or the transactions contemplated hereby and thereby in the state and federal courts located in the State of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Waiver of Trial by Jury.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION HEREWITH OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH PARTY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
It is the intention of the parties that every covenant, term and provision of these Terms shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an agreement to be for or against the drafting party).
The waiver by any party of a breach of any provision of these Terms by any other party shall not operate or be construed as a waiver of any subsequent breach by such party. No course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of these Terms shall affect the validity, binding effect or enforceability hereof or be deemed to be an implied waiver of any provision of these Terms.
If any provision of these Terms or the application thereof to any person or circumstance for any reason and any extent shall be held invalid or unenforceable, the remainder of these Terms shall not be affected thereby, but rather is to be enforced to the greatest extent permitted by law.
Section and other headings contained in these Terms are for reference and convenience purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of these Terms or any provision hereof. Every covenant, term and provision herein shall be construed simply according to its fair meaning and not strictly for or against any party (and any rule of construction to that effect shall not be applied).
Neither these Terms nor any of the rights and obligations hereunder may be assigned by a party without the express written consent of the non-assigning party, which consent may be withheld for any reason. Notwithstanding the foregoing, nothing herein shall restrict or otherwise prevent Hiline from subcontracting all or part of its obligations hereunder to a third party subcontractor. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
These Terms constitute the entire understanding of the parties with respect to the subject matter hereof and supersede any previous understanding whether oral or written.
IN WITNESS WHEREFORE, the parties have caused their duly authorized representatives to accept this Agreement, as evidenced by the applicable Order Confirmation Email.