Terms of Service
In order to use or make use of the services provided by Hylite, Inc. ("Hylite", “We” or “Us”) or make use of the telephone number, chatbot, QR codes, signs, stickers, metrics, analytics, or other materials provided by Hylite (such services and materials hereinafter collectively referred to as the “Service” or “Services”), you (hereinafter referred to as "You", “Your”, “Yourself” or "Customer") must accept this agreement (this "Agreement") and the terms and conditions herein (this Agreement and such terms and conditions hereinafter collectively referred to as the “Terms of Service”). You will be deemed to have accepted the Terms of Service by signing up for or using the Service.
We reserve the right to change the Terms of Service from time to time without notice by posting them to the Website. Your continued use of the Service after such posting will constitute acceptance by You of such changes.
1. Grant of Rights to Use Services and Customer Content
1.1 Subject to your acceptance of and compliance with the Terms of Service, including the payment requirements for the Services, Hylite hereby grants Customer a limited, non-exclusive, non-transferable, revocable right and license in and under Hylite’s copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights, which are protected by all applicable intellectual and proprietary rights and laws. You may not, nor may You allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever without Hylite’s prior written consent. All rights not expressly granted under this Agreement are retained by Hylite.
1.2 Subject to the Terms of Service, Customer hereby grants Hylite a limited license to use Customer logo, images, employee first names, Hylite messages, and related data obtained in connection with the Services in promotional materials and for industry benchmarking purposes.
1.3 Subject to the Terms of Service, Customer hereby grants Hylite permission to share Hylite messages directly with employees of Customer.
2. Representations and Warranties; Disclaimers; Limitations of Liability
2.1 You understand and agree that Hylite is the customer of record for and the owner of all telephone number(s) used as part of the Service. You understand and agree that following the termination of this Agreement for any reason, You may no longer use the Hylite number and/or store codes provided as part of the Service. You agree that Hylite will not be liable for damages (including consequential or special damages) arising out of any termination of the Service.
2.2 You represent and warrant that to the extent to which you use any of the Services, that you will conduct your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of Hylite. You also represent and warrant that you are responsible for any charges incurred by virtue of your use of the Service.
2.3 THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY HYLITE IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." HYLITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, HYLITE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. HYLITE DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE DATA STORED WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST. HYLITE SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
2.4 HYLITE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OFFERINGS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SERVICE OFFERINGS. IN ANY CASE, HYLITE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO HYLITE HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
2.5 THE SERVICES DO NOT AND ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. "EMERGENCY SERVICES SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES." NEITHER HYLITE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY TO USE HYLITE OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.
3. Payment and Cancellation
3.1 Customer shall be responsible for all charges included in each invoice in accordance with the payment terms thereof. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Hylite may be shared by Hylite with companies who work on Hylite's behalf, such as payment processors, effecting payment to Hylite and servicing Customer's account. Hylite may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Hylite shall not be liable for any use or disclosure of such information by such third parties.
3.2 Either Hylite or Customer may cancel the Service at any time upon 30 days’ prior written notice to the other party. Cancellation by Customer shall not (i) reduce its payment obligations for the Service provided prior to cancellation, (ii) eliminate its obligation to reimburse Hylite for expenses incurred by Hylite at the request of Customer, or (iii) require a refund of amounts paid by Customer prior to cancellation.
3.3 The Terms of Service will remain in effect throughout Customer’s use of the Service and will continue after the expiration, cancellation or termination of the Service.
4. Non-payment, suspension, and closing of account
Failure of Customer to pay the amounts payable under Section 3.1 hereof will result in the suspension of the Services.
5. Miscellaneous
To the fullest extent permitted by law, Hylite disclaims all guarantees regarding the quantity, quality, timing, availability, and delivery of the Service. EXCEPT FOR CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER HYLITE NOR CUSTOMER WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Except for payment obligations, neither Hylite nor Customer is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
