These Terms & Conditions (or “Terms”) are a binding contract between you and Hutchbug, LLC dba Hutchbug Solutions, and our other affiliates and subsidiaries (collectively, “Hutchbug,” “us,” “we,” or “our”). These Terms, together with our Privacy Policy, govern your use of our (i) all services, (ii) chat, visitor tracking, mobile applications, customer portals and dashboards and other software we offer (collectively, the “Software”), (iii) www.hutchbug.com and other websites or online channels we own or operate (collectively, the “Site”), as well as (iv) all applications, platforms, and digital properties we offer through third party platforms (altogether, with the Site and Software, the “Services”). Any capitalized terms used herein without defining them have the definitions given in the Privacy Policy. Additional, separate terms may apply to our Services, including without limitation our Data Processing Agreement, each of which will be considered to form part of these Terms.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND HUTCHBUG SOLUTIONS.

CALL US

If you have any questions about these Terms or our Services, please contact us at privacy@hutchbug.com or (800) 928-9554.

Acceptance

By accessing or using any of our Services, you agree to be unconditionally bound by these Terms. Where the option is made available to you, you may accept the Terms by your statement or by clicking to accept or agree to the Terms over the phone or chat or in any agreement, electronic form, or the user interface for any Service we offer. You must be of legal age and capacity to form a binding contract to accept the Terms. If you do not agree with any of these Terms, do not access the Site or use our Services. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. You accept these terms, and it is required to be a CLIENT of HUTCHBUG and any use of HUTCHBUG services shall constitute your acceptance of these terms.

Subscriptions

This section governing subscriptions applies to you only if you sign up for a paid subscription plan or another paid Service, a free trial of a paid Service, or a promotion (in each case as a “Client”). You agree that your subscription begins the day you sign up for Services and automatically renews every 30 days unless you cancel or change it. We reserve the right to change our subscription plans and other Services offered to Customers or adjust pricing for our Services or any components thereof in any manner and at any time. We will give you at least 30 days’ notice prior to any price change or change to your subscription plan.

Registration

As a Client, you must first sign up for Service with Hutchbug, create an account, and select an available Service. You must maintain a valid email address and phone number on your account at all times. Some Services may not be available to all Clients. We will explain which Services are available during the sign-up process. Depending on the Services selected, you will gain access to our Customer portal or dashboard, Software or other platforms we provide as part of our Services. You represent and warrant that: (i) you will maintain the accuracy of that information; (ii) you will not do anything that might jeopardize the security of your account; and (iii) you will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for maintaining the confidentiality of any login and password to use the Services, and you are responsible for all activities that occur using your access credentials. Hutchbug reserves the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Receptionist Minutes

We measure Client usage of the Virtual Receptionist Services using the concept of Receptionist Minutes. Virtual Receptionist Services packages include a specified number of base usage Receptionist Minutes for a fixed fee, and Customer usage that exceeds the base usage are charged overage fees. In all cases, Receptionist Minutes are calculated and billed  in actual second increments and calls are added together for an aggregate usage.

For inbound calls, Receptionist Minutes are calculated starting from the time the Receptionist receives the call and ending when a Receptionist transfers the call through to someone, or to voicemail, or otherwise disconnects because the call is over. We include hold time and exclude talk time once a call is transferred to you or your voicemail box. For outbound calls, Receptionist Minutes are calculated by counting the time our Outbound Call Receptionist is on the call, as well as the time they spend sending a form or updating notes in your system to notify you of the outcome of the call. Each Client is responsible for monitoring Receptionist Minutes usage on its account.

Engaged Chats

We measure Client usage of our Chat Services using the concept of Engaged Chats. An Engaged Chat is an online interaction with one of the Chat Specialists that starts when a Client’s website visitor engages a Chat Specialist and ends when (i) the Chat Specialist determines the chat is not company-related, (ii) the visitor closes the chat window, or (iii) the Chat Specialist closes the chat window. All chats deemed Engaged Chats are billed to our Clients, including but not limited to those tagged as Leads, Actionable Support, Non-Actionable Support, and Recruitment. Chats that are initiated by a bot, contain nonsensical verbiage, or are ended by the website visitor after the initial hello are not deemed Engaged Chats and therefore not billed to the Client.

Receptionist and Chat Service Fees

We charge Clients two types of fees for Receptionist Services by phone and/or Chat Services by chat interaction:(i) a non-refundable fixed fee based on the package of Services you purchase, due in advance on or before the first day of each monthly billing period and (ii) variable overage fees if your usage exceeds the base usage units included with your subscription, due in arrears on or around the first business day following each billing period. Fees are calculated on a bi-monthly basis.

Software Service Fees

Some of our Software is provided to Clients for free while other Software is provided in exchange for a monthly fee payable by the Client in advance by automatic credit against the Client’s payment method. Monthly fee is determined by the level and type of Software Services to which the Client subscribes.

Telephone Numbers

When you sign up as a Client, at your option, we will host your established telephone number or assign you a forwarding telephone number (DID). We will allow you to port-away the telephone number associated with your account if you terminate your subscription provided your account is in good standing and (i) we were hosting your established telephone number, or (ii) the forwarding telephone number was assigned to you more than twenty-one days prior to the port-away date. Hutchbug reserves the right to release or reassign any telephone numbers not ported back after termination of the applicable subscription.

Promotions

You may be eligible for our Services at a promotional rate, applied either as (i) a special one-time offer or (ii) an ongoing benefit offered by your professional association or an organization with which you are a member. A maximum of one one-time offer and one ongoing benefit may be applied to your account at a time. You cannot combine or stack multiple one-time offers or multiple ongoing benefits. Additional limitations may apply to your use of a promotion, which we will explain to you when you apply a promotion to your account.

Free Trial

A new Customer’s subscription may start with a free trial. Free trials may vary in duration and may not be available to all Clients. If granted to you, the duration of the free trial is stated at signup. Free trials are only available to new Customers who have never previously signed up for any of our Services. A Customer that receives a free trial will not be eligible for this option in the future. Additional conditions, restrictions, or limitations may apply to a free trial, which we will explain when you sign up as a Client.

Please note that we will convert your account from a free trial account to a subscription account at the end of the free trial period, unless you cancel your subscription prior to the end of the free trial period.

Billing and Payment

If you sign up as a Client, you agree to use the Services only as permitted by these Terms and to pay the fees associated with the Services to which you subscribe and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you register as a Client. All fees are quoted in United States dollars. Billing for your subscription starts on the day you sign up, even if some Services are not immediately available. You will be billed for each calendar day of your subscription including a full calendar day on the day you sign up. To process your order for Services, you must pay the fees for your first month of Services plus fees for any additional options, initial setup, or activation, as applicable. Invoices will be delivered to the email address associated with your account. It is your responsibility to maintain a valid and up to date email address on your account.

Payment Method

To receive subscription or free trial Services, you must maintain a valid payment method (credit or debit card, Paypal, or bank account for automated clearing house transaction) associated with your account. You authorize Hutchbug to charge your payment method every 15 days for the fees due hereunder, along with any sales and use taxes and any late fees or interest (as described below). If you arrange to make payments by wire transfer or direct deposit and you do not pay your invoice within thirty (30) days from the invoice due date, we will charge your payment method for the outstanding balance past due. You represent and warrant that the payment information you provide to us is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.

Late Payment

If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend and/or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we will charge a late fee of $50 and we will assess interest at the rate of 3% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Returning Clients must pay any unpaid balance, including any late fees, attorney fees, collection agency fees, disconnection fees, and initial setup fees before receiving Services. For clarity, credits, vouchers, coupons, and promotions may not be used to receive Services by returning Clients until unpaid balances, including late fees, as well as any other fees are paid.

Upgrades and Downgrades

You can request to upgrade your subscription level at any time. Upgrades are effective immediately and apply to the then-current monthly billing period. Any resulting additional fees for the then-current billing period are due at the time of upgrade.  Downgrades are available after you have been on a specified subscription level for at least four consecutive billing periods, after first signing up for service. Downgrades will begin on the first day of the next monthly billing period and will continue for subsequent billing periods until you request another change. 

To upgrade or downgrade the Services you have selected, please contact Hutchbug via email or phone, service@hutchbug.com, (800) 928-9554.

Cancellations 

If you contact us to cancel during a free trial, your cancellation is effective immediately. Otherwise, your cancellation is effective at the end of the then-current billing period.

If you cancel your subscription or otherwise terminate your agreement with us, we will: (i) apply any credits you may have to your account balance and your remaining balance will be due upon cancellation and (ii) retain any fees you have already paid to us under these Terms unless otherwise set forth herein. If you do not have a balance owed on your account at the time of cancellation, any credits to your account will become null and void upon cancellation. All payments (except for the free trial) are non-refundable.

To cancel Services, please contact Hutchbug via phone or email, service@hutchbug.com, (800) 928-9554.

Your Client Contract

As a Client, the duration of your contract with Hutchbug (“Client Contract”) is 30 days. Your Customer Contract starts the day you sign up and automatically renews each 30 days unless cancelled or changed as provided in these Terms. You acknowledge that your obligation and Hutchbug Solutions obligations under the Customer Contract begin anew with each renewal, and that Hutchbug owes no obligations beyond each successive 30-day contract period.

You can cancel your Service by contacting Hutchbug via email or phone, service@hutchbug.com, (800) 928-9554, before your next invoice date. Hutchbug may in our sole discretion cancel your Contract at any time by giving you notice via the Services, these Terms, or otherwise in writing. Except as otherwise provided herein, any cancellation of your Contract is effective at the end of the then-current monthly billing period. Cancellation of your Contract terminates your and Hutchbug Solutions obligations described under Subscriptions, Billing and Payment, Your Client Contract, and Mobile Application, as well as any other agreements executed between Hutchbug and you as a Client; however, the remainder of these Terms shall remain in full force and effect until terminated as provided under Terms of Use Termination. Note that your Client Contract will remain in effect as long as you use Services governed by your Client Contract, even if your paid Services are cancelled.

Notwithstanding anything to the contrary herein, Hutchbug Solutions reserves the right to immediately terminate your Client Contract or refuse to provide our Services if: (i) we suspect that a request from you or your employees, contractors, vendors or anyone affiliated with your organization interacting with us by telephone, text, live chat, or other Software features (in each case, a “Client”) constitutes or otherwise relates to fraudulent or otherwise illegal activity or to a sexual or otherwise potentially illicit encounter, (ii) you or your Customers are abusive, disrespectful, or otherwise inappropriate to our personnel, (iii) we determine, in our sole discretion, that our Services are not appropriate for your business or purposes, (iv) you fail to pay any invoice on time, or (v) you breach any of these Terms.

Privacy Notice

You acknowledge that you have read and understand our Privacy Policy. You may review our Privacy Policy at any time by visiting our Site and clicking on the Privacy Policy link. You represent and warrant that any information you submit to us is truthful and accurate. Note that as a Client, you are solely responsible for ensuring that you only use and make available our Services to your Customers and other consumers in compliance with applicable privacy and data security laws, including without limitation privacy laws designed to protect children online.

Communications

Hutchbug Solutions may use your contact information to communicate with you about your use of our Services. For example, we may send you service announcements or administrative communications by email, phone, text, mail, or other means. You understand that you receive these communications as part of your use of the Services. While you can adjust your communications preferences by following instructions in our Privacy Policy, if you are a Client you will not be able to fully opt out from receiving these service announcements and administrative messages.

Texting Consent 

By providing us with your wireless phone number, you consent to Hutchbug sending you informational text messages related to the products, Services, or information you have requested from us. If you activate a feature of our Software that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, or to troubleshoot. The number of texts that we send to you will be based on your circumstances and requests. At your request or with your permission, we will also correspond with you via text in other circumstances. For example, with your permission we may contact you at the telephone number that you provide as part of completing a form or downloading information from our website. If you contact us for these or other purposes through text, we may respond by text. You can unsubscribe from text messages by text replying STOP or UNSUBSCRIBE. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

Marketing Communications. We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to provide you total privacy, we provide you the option of opting out of receiving marketing communications from Hutchbug.

Service Access

Hutchbug will use commercially reasonable efforts to maintain availability of the Services during your subscribed-to Service times. You agree and understand that there will be times when the Services will be unavailable, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Clients or Customers; and causes beyond our reasonable control. Hutchbug will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Hutchbug is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider.

Updates

From time to time, we may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may modify or delete certain features or functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Services will automatically download and install all available Updates or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.

Mobile Application

Hutchbug will offer a mobile application (the “App”) and it is only available to Clients as part of their Service. By downloading the App, registering or creating a profile on the App, or submitting information via the App, you acknowledge Hutchbug Solutions Privacy Policy, and you consent to the collection and use of information as described therein. We reserve the right to amend or withdraw the App at any time and for any reason.

You must have a compatible mobile telephone or handheld device, internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the App. The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. App software may be upgraded from time to time to add support for new functions or services. The App may request certain privacy permissions from time to time including, but not limited to, access to your calendar, contact list, device camera or choosing images from your device or access to your device microphone and associated features.

You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the App. Data and messaging charges may apply to your use of the App or any text messaging or photo sharing features you use via the App. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the App, you will be assumed to have received permission from the bill payer to use the App.

The App, depending on Services selected, may be configured to allow you to make calls using your voice connection from your mobile service provider. Please note that this may result in additional voice minute usage fees from your mobile service provider.

Third Party Software

Some of the Services may be available through or integrated with third party software, applications, or platforms (“Third-Party Software“). In some cases, Hutchbug may offer the Services using Third-Party Software, or you as a Customer may choose to integrate our Services with a Third-Party Software of your choosing. You are solely responsible for your use of the Services with any Third-Party Software. You understand and agree that: (i) the Third-Party Software may have its own terms and conditions of use and privacy policies, and you agree to use the Third-Party Software in accordance with all applicable terms and conditions and privacy policies; (ii) Hutchbug does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Software or for any transaction you may enter into with the provider of any such Third-Party Software; and (iii) Hutchbug does not warrant the compatibility or continuing compatibility of the Third-Party Software with our Services. Without limiting the generality of the foregoing, you understand and agree that if you use the Services to receive payments from Customers or other third parties, such payments are processed via a Third-Party Software payment processor that you have contracted with and your use of the payment processor service is subject to the third party’s terms and conditions and privacy practices. Please review such terms and conditions and privacy notice before using those services.

Acceptable Use

License Grant

You have a revocable, non-transferable, non-exclusive license to access the Site, and, if you are a Client, you have a revocable, non-transferable, non-exclusive license to use the Software and/or other Services to which you subscribe, in each case as set forth in these Terms.  The permissions described herein will terminate automatically if you breach any of these Terms. Upon termination of these Terms: (i) the permissions, rights and licenses granted to you herein shall terminate; (ii) you shall cease all use of the Services that have been terminated; and (iii) Hutchbug may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you with the Services.

Prohibited Use

You are strictly prohibited from using the Services: (i) in a manner that violates any applicable law, rule or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, the U.S. Telephone Consumer Protection Act, or the Children’s Online Privacy Protection Act, each as amended from time to time; (ii) to transmit, store, or process health information in violation of the United States Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iv) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (v) to defraud, deceive or mislead anyone; (vi) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (vii) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.

You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or our Services. You may not use the Services (including our Contents) in any way that might confuse others or that disparages Hutchbug.

Customer Responsibility for End Users

If you are a Client, you agree to: (i) be responsible for compliance with these Terms by all of your employees, contractors, agents and other end users accessing or using the Services by, through or in connection with your Client Contract (collectively, the “End Users”); (ii) ensure that each End User agrees to our Privacy Policy and these Terms and consents to the collection and processing of the End User’s Personal Information via the Services prior to such End User accessing the Services; (iii) be responsible for the accuracy and lawful collection and use of any data, including Personal Information of End Users or other individuals, that is provided to Hutchbug or input to the Services by you as a Client and all of your End Users; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Hutchbug promptly of any unauthorized access or use; and (v) use, and ensure that your End Users use, the Services only in accordance with these Terms and all applicable law. Any use of the Services in violation of the foregoing by you as a Client or your End Users that in Hutchbug Solutions sole judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

Covered Entities

You understand and agree that if you are a Client and a covered entity under HIPAA, it is your responsibility to ensure that you have executed and at all times comply with a HIPAA Business Associate Agreement with Hutchbug.

User Content 

Site visitors and users of our other Services may have the opportunity to publish, transmit, submit or otherwise post comments, Feedback, photos, or other user content via the Services (“User Content”) that may be accessible and viewable by the public or others. You represent that: (i) you created and own the rights to,  or you have the owner’s express permission to post the User Content; and (ii) the User Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.

User Content must not: (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another; (f) infringe any intellectual property or other proprietary rights of Hutchbug or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate Hutchbug or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by Hutchbug at our sole discretion.

You are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Content posted via the Services and from any claims related to the conduct of any other users. We reserve the right to monitor, post, remove, modify, or store User Content at our option any time and for any reason without notice. We do not endorse any User Content, and the User Content posted does not reflect our views. We take no responsibility and assume no liability for any User Content that you or a third-party post or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

In consideration for your use of the User  Content features, you grant to Hutchbug an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Hutchbug, our products and our Services. You acknowledge that Hutchbug may modify the User Content for any purpose. However, Hutchbug has no obligation to use any User Content, and Hutchbug Solutions use of any User Content does not create or imply any endorsement of or affiliation with you.

Proprietary Rights

Unless otherwise expressly indicated, the information contained on our Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Hutchbug or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. You understand that your use of the Services does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. Any other use of the Contents in the Services including reproduction for purposes other than as noted herein, without the prior written permission of Hutchbug, is strictly prohibited. Only a duly authorized officer of Hutchbug may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of Hutchbug is invalid.

Copyright

Hutchbug does not give any permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Hutchbug.

Site Security

Hutchbug prohibits you from violating or trying to violate Hutchbug Solutions security features,: (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (iii) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iv) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted via the Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site or other Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

Consent to do Business Online

By accessing our Site, signing up for Services, creating an account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) Hutchbug communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us via email or phone, privacy@hutchbug.com, (800) 928-9554. Agreements and transactions executed prior to this request will remain valid and enforceable.

Disclaimer of Warranties

Your use of the Services offered by Hutchbug is at your own risk. Hutchbug makes no express, implied, or statutory representations, warranties, or guarantees in connection with the Services, or relating to the availability, quality, reliability, suitability, timeliness, truth, accuracy, or completeness of the Services.

To the maximum extent permitted by applicable law, the Services are provided to you on an “as is,” “as available,” and “where-is” basis with no express or implied warranty of any kind, including without limitation any warranty of merchantability, for any particular purpose, or non-infringement of third-party rights. Hutchbug does not warrant that the Services will be uninterrupted or error free, or that any defect within the Services will be corrected. No oral or written information, representation or advice given by Hutchbug shall create a warranty without a writing signed by Hutchbug reflecting the creation of such warranty.

Limitation of Liability 

To the maximum extent permitted by applicable law, in no event shall Hutchbug be liable to you or any third party under any theory of liability-whether based in contract, tort (including negligence), agency, warranty, statute, or otherwise-for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages, any loss of data, revenue, profits, use, or other economic advantage, or any other losses or damages of any kind, however arising, even if Hutchbug knew or should have known that there was a possibility of such losses or damages. In no event shall Hutchbug be liable to you for any amounts that, together with amounts associated with all other claims, exceed the aggregate of the fees paid by you to Hutchbug for services.

Indemnification

You agree to defend, indemnify, and hold Hutchbug, our subsidiaries, and our affiliates, and their respective members, directors, officers, agents, partners, and employees, harmless from and against any direct or third-party claims, losses, liabilities, costs, expenses, damages, or demands, including without limitation reasonable attorneys’ fees due to, relating to, or arising out of (I) your access to or use of the services in violation of our terms; (II) our provision of the services; (III) your user generated material; (IV) your breach or alleged breach of any representations or warranties made by you hereunder or your violation of any other provision of these terms; or (V) Your violation of any law or the rights of a third party. Notwithstanding anything to the contrary in this section, Hutchbug, may select its own legal counsel to represent its interests when defending against direct or third-party claims or demands, and you must (A) reimburse Hutchbug for its costs and attorneys’ fees immediately upon request as they are incurred, and (B) remain responsible to Hutchbug for any loss, liability, cost, expense, claim, damages, or demand identified in this section.

Dispute Resolution

Please read the following section carefully because it contains a class action waiver, requires you to arbitrate certain disputes, and claims and limits the manner in which you can seek relief from us. You agree that any dispute, controversy or claim between you and Hutchbug arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

Informal Dispute Resolution

We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Hutchbug, you agree to try to resolve the Dispute informally by contacting Hutchbug via email and phone, service@hutchbug.com, (800) 928-9554.  Hutchbug will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Hutchbug may bring a formal proceeding.

Arbitration Agreement

You and Hutchbug each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Richland, Washington, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Hutchbug may assert claims, if they qualify, in small claims court in Richland, Washington, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

Class Action Waiver

You may only resolve Disputes with Hutchbug on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.

Governing Law

Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Washington, the Federal Arbitration Act, and applicable U.S. federal law, as applicable, in each case without regard to its conflict of laws principles. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) do not apply.  Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you and Hutchbug agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Benton County, Washington, and you and Hutchbug each agree to waive the right to a jury trial.

Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim, or cause of action will be barred forever.

Terms of Use Termination

Except for any termination of your Customer Contract as set forth above, these Terms shall remain in full force and effect as long as you use the Site or any other Hutchbug Services. To terminate these Terms, please contact Hutchbug in writing and discontinue all use of the Services. Any cancellation of the Services or termination of these Terms is effective when you discontinue all use of the Services. On termination, you lose the right to access or use all Hutchbug Services. The terms and conditions set forth under the following section headings (inclusive of all subsections) shall survive termination: Communications; Acceptable Use; Proprietary Rights; Third Party Software; Dispute Resolution; and Miscellaneous.

Miscellaneous

Geographic Restrictions.

Hutchbug is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain jurisdictions. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Relationship of Parties

The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

Assignment

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Hutchbug may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either Party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.

Entire Agreement

Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between Hutchbug and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Hutchbug and you regarding the Services.

Enforcement

Hutchbug reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Content at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Hutchbug, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.

Waiver; Severability

Hutchbug failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

Notices

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given via email to your email address on your account or by posting to the Services. Notices from you to Hutchbug will be given via email to support@hutchbug.com or to the mailing address posted on the Site. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.

Terms of Use Revisions

Hutchbug reserves the right to revise these Terms by updating the Terms of Use posted to our website without prior notice. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then-current Terms. You further agree that in the event any portion of these Terms are found to be unenforceable, the remainder of these Terms shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.