EFFECTIVE DECEMBER 2021

1. SCOPE AND APPLICATION

THESE TERMS APPLY TO ALL OFFERS, SALES AND PURCHASES OF OUR PRODUCTS ("PRODUCTS") OR ACCESS RIGHTS TO SERVICES WE DIRECTLY PROVIDE ("SERVICES"), WHICH OCCUR EITHER (A) THROUGH THE ONLINE STORE ON WHICH WE POST THESE TERMS, OR (B) THROUGH ANY OTHER MEANS THROUGH WHICH WE ENGAGE IN THE SALE OF PRODUCTS AND SERVICES. BY ORDERING ANY PRODUCT OR SERVICE OR BY VISITING OUR ONLINE STORE, YOU SIGNIFY YOUR ACCEPTANCE OF THIS AGREEMENT.

If you do not agree to the usage terms once you see them, do not accept them and contact customer service. You are bound by the version of these Terms in effect on the date of each order you place. These Terms may change from time to time, so please review them upon submission of each order, even if you have reviewed them before.

If you reside outside the United States, you acknowledge and agree that personal information collected in connection with your purchase may be stored and maintained in the United States, and other countries.

ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE.

2. ORDER PLACEMENT AND ACCEPTANCE

We attempt to describe the Products and Services available for purchase  as accurately as possible. However, we do not warrant that the prices, selling territory, quotations, anticipated delivery dates, and descriptions made or referred to are accurate, complete, reliable, current, or error-free. The prices, quotations and descriptions made are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express Acceptance of your order.

While we make every effort to ensure that items appearing are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item.

Our acceptance of your order only occurs at such time that we have both (a) dispatched your Product order and/or provided you with access to Services, and (b) received payment of the purchase price of your order through settlement of funds via your provided credit card or other payment method ("Acceptance"). We may cancel your order at any time and for any lawful reason prior to Acceptance. Please note that any automatic acknowledgment does not constitute a formal acceptance of your order.

We may keep records of orders received, acknowledgments, acceptances and other contract records after Acceptance for a period not to exceed the maximum period permitted by law. 

3. PRICING AND PAYMENT TERMS

Prices do not include shipping and handling, expedited service, or sales taxes, if applicable, which will be added to your total price. You are responsible for any shipping and handling charges and state and local sales or use taxes that may apply to your order. The price for a Product displayed on the product page is applicable solely to residents of the United States.

Prices payable for Products or Services are those in effect at the time of Acceptance, unless otherwise expressly agreed. Payment shall be made by the payment method selected during your order completion process. We will charge credit or debit cards on dispatch of the Product or commencement of Services. We reserve the right to verify and/or authorize credit or debit card payments prior to Acceptance.

If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the third party provider’s own terms and conditions. We are not responsible for, and you agree to hold us harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider.

4. DELIVERY

We will use all commercially reasonable efforts to deliver Products in a timely manner. For Products delivered electronically, we will deliver such Products by electronic transmission or via download. Delivery timescales/dates specified are estimates only.

Delivery shall be to a valid address submitted by you and subject to Acceptance ("Delivery Address"). You must check the Delivery Address on any order acknowledgment or Acceptance we provide, and notify us of errors or omissions as soon as possible. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.

5. PRODUCT WARRANTY

Except as set out above and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:

We shall not be liable and you shall not be entitled to reject Products or HC Services, except for:

Damage to or loss of Products or any part thereof in transit (where the Products are carried by our own transport or by a carrier on our behalf) for which you notify us within 30 working days of your receipt of the Products (if damaged) or 30 working days of the anticipated delivery date of the Products (if lost);

Defects in Products (not being defects caused by any act, neglect or default on your part) for which you notify us of such defect within 30 days of your receipt of the Products.

We shall not be liable for any damage or losses arising from your negligence; improper use; or use in any manner inconsistent with specifications or instructions.

We may also provide links to the websites of other companies, whether affiliated with us or not. We cannot give any guarantee that products you purchase from companies who advertise on our website, or to whose website we have provided a link, will be of satisfactory quality, and any such guarantees are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against such companies.

We are not responsible for damage to your computer or loss of data that results from your use of the Products or Services and we cannot guarantee that any files that you download are free from destructive features. We use all reasonable efforts to correct any errors or omissions as soon as practicable once they have been brought to our attention.

6. DIGITAL PRODUCTS

Where any Product supplied is or includes an electronic book, downloadable audiobook or similar application (collectively “Digital Products”), this Digital Product is subject to the following usage rules (the “Usage Rules”):

You shall be authorized to use the Digital Product only for personal, noncommercial use. Digital Products may be stored on your personal computer, ebook reader, tablet, smartphone, and/or other media device that belongs to you. Copying your Digital Products for purposes of socially or commercially distributing such copies to another device or online is unlawful and is strictly prohibited by these Terms.

The delivery of Digital Products and HC Services does not transfer to you any commercial or promotional use rights in the Digital Products and we reserve the right to modify the Usage Rules at any time.

Digital Products may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, de-compiled, reverse engineered or combined with any other software, save to the extent that (i) this is permitted in the Usage Rules, or (ii) applicable law expressly mandates such a right which cannot legally be excluded by contract.

Digital Products are provided 'as is' without any warranties, terms or conditions as to quality, fitness for purpose, performance or correspondence with description and we do not offer any warranties or guarantees in relation to Digital Product installation, configuration or error/defect correction.

Use of the Digital Products and/or Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Digital Products involves hardware, software, and Internet access, your ability to use the Digital Products may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

7. WAIVER AND LIMITATION OF LIABILITY

You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Products purchased by you in connection with your use of the HC Commerce Solution or (b) the violation of Section 8 of these Terms by you, your employees, consultants, agents, distributors, or customers.

8. NOTICES

Any notice or other communications in relation to these Terms may be given by sending the same by hand delivery, prepaid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of Products and/or Services; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. 

9. AGREEMENT TO ARBITRATE

We will make every reasonable effort to resolve any disagreements that you have with us. 

In the event that we cannot resolve a disagreement to your satisfaction (or if we cannot informally resolve a concern we may have with you after attempting to do so informally), then you and we agree that disagreements shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this agreement to arbitrate in this Section 9 (“Rules and Procedures”). The AAA's rules, and a form for initiating arbitration proceedings, are available on the AAA's site at http://www.adr.org. 

The language of any dispute resolution procedure or any proceedings will be English.

This Section 9 applies to all consumers to the fullest extent allowable by law. The disputes governed by these procedures include without limitation (a) claims arising out of or relating to any aspect of the relationship between you and us; (b) claims that arose out of your use of the Commerce Solution; and (c) claims currently the subject of a purported class action litigation in which you are not a member of a certified class. However, the dispute resolution procedure specifically does not apply to (i) a claim relating to the enforcement or validity of your or our intellectual property rights; (ii) a claim relating to an allegation of theft, piracy, or unauthorized use; or (iii) claims for which class action litigation can be brought. You and We both agree that each of us can only bring claims against the other on an individual basis and there shall be no authority for any claims to be arbitrated on a class or representative basis.

10. GOVERNING LAW AND VENUE

Any dispute arising out of or related to these Terms shall be governed by the internal laws of the State of Arizona, without regard to or application of its choice of law rules or conflicts-of-laws principles, except that the Arbitration provision of these Terms shall be governed by the Federal Arbitration Act. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the state of Arizona, county of Yavapai, and both you and us agree to submit to the personal jurisdiction of the courts located within the state of Arizona and county of Yavapai for the purpose of litigating all such claims or disputes.

11. EVENTS OUTSIDE OUR CONTROL

We will not be responsible for any failure to send you, or delay in sending you any Product or Service that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes, without limitation, postal strikes, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or any acts, decrees, legislation, regulations or restrictions of any government or regulatory body. If there is a Force Majeure Event your order will be suspended whilst the Force Majeure Event continues and we will have an extension of time to deliver your Product until the Force Majeure Event ends, or you cancel your order.

12. GENERAL

These Terms sets forth the entire understanding between you and us with respect to your use of Products and Services from us, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. No amendment to these Terms will be valid unless made in writing and signed by you and us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. We may engage the services of subcontractors or agents to assist HC in the performance of its obligations related to these Terms. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. 

No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect. Neither you nor us shall be in breach of these Terms in the event that party is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.