Hardfin, Inc.
Subscriber Terms of Service
Last Updated: December 30, 2021

Please read these Terms of Service (the "Terms") and our Privacy Policy (https://www.hardfin.com/legal/privacy-policy) ("Privacy Policy") carefully because they govern your use of the website located at hardfin.com (the "Site") and the Hardfin platform accessible via the Site offered by Hardfin, Inc. ("Hardfin"). To make these Terms easier to read, the Site, our site and platform are collectively called the "Services." Our Services are designed to allow you to connect with manufacturers ("Manufacturers") of hardware, machinery, devices, and equipment (collectively "Equipment") and pay them on a per-use or subscription basis for use of said Equipment ("Equipment Subscriptions").

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your information.

3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site, and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services?

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Hardfin and applicable Manufacturers, and not otherwise barred from using the Services under applicable law.

For certain features of the Services, you'll need an account. It's important that you provide us with accurate, complete, and current account information and keep this information up to date. If you don't, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You're responsible for all activities that occur under your account.

5. Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6. One-Time Payments and Subscriptions. Hardfin may require payment of a fee for use of the Services (or certain portions thereof, such as an integration fee) and you agree to pay such fees. In connection with an order, you have the option of making a one-time payment ("One-Time Payment") or purchasing a subscription ("Subscription") for such use.

1. General. Whether you make a One-Time Payment or purchase a Subscription (each, a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your bank account number, routing number, credit card number, expiration date of your credit card, and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment methods represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
2. Subscriptions. If you purchase a Subscription, you will be charged the Subscription fee set by the Manufacturer, plus any applicable taxes, and other charges ("Subscription Fee"), at the beginning of your Subscription and each year thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE HARDFIN TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you at a set frequency (monthly, quarterly, annually, or otherwise as posted and communicated to you), using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Hardfin or the Manufacturer will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Hardfin. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
3. Cancelling One-Time Payment or Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction, we'll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription as posted or otherwise communicated to you in your Manufacturer agreement, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to privacy@hardfin.com or use the subscription management tools available via the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

7. Hardfin's Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

8. General Prohibitions and Hardfin's Enforcement Rights. You agree not to do any of the following:

1. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
2. Use, display, mirror or frame the Services or any individual element within the Services, Hardfin's name, any Hardfin trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Hardfin's express written consent;
3. Access, tamper with, or use non-public areas of the Services, Hardfin's computer systems, or the technical delivery systems of Hardfin's providers;
4. Attempt to probe, scan or test the vulnerability of any Hardfin system or network or breach any security or authentication measures;
5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Hardfin or any of Hardfin's providers or any other third party (including another user) to protect the Services;
6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Hardfin or other generally available third-party web browsers;
7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;
8. Use any meta tags or other hidden text or metadata utilizing a Hardfin trademark, logo, URL, or product name without Hardfin's express written consent;
9. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
13. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
14. Impersonate or misrepresent your affiliation with any person or entity;
15. Use the Services to solicit or engage a Manufacturer for a subscription transaction for Equipment outside of the Services or otherwise for the purpose of circumventing the Services;
16. Violate any applicable law or regulation; or
17. Encourage or enable any other individual to do any of the foregoing.

Hardfin is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

9. Links to Third-Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

10. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at privacy@hardfin.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(a), 6(b), 6(c) (only for payments due and owing to Hardfin prior to the termination), 7, 8, 10, 11, 12, 13, 14, 15 and 16.

11. Warranty Disclaimers. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.You acknowledge and agree that (i) except for Hardfin's role as a limited payment agent on behalf of Manufacturers, Equipment Subscriptions are a transaction solely between you and the applicable Manufacturer; (ii) Hardfin does not provide or take responsibility for any Equipment or Equipment Subscriptions, which are solely the responsibility of the applicable Manufacturer; and (ii) Hardfin is not responsible for verifying the quality or nature of any Manufacturer or Equipment in connection with its Services. To the fullest extent under applicable law, Hardfin is not responsible for the acts or omissions of Manufacturers when fulfilling your Equipment Subscriptions.

12. Indemnity. You will indemnify and hold Hardfin and its officers, directors, employees, and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Services, any Equipment Subscription, or your violation of these Terms.

13. Limitation of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER HARDFIN NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HARDFIN OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HARDFIN'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO HARDFIN FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HARDFIN, AS APPLICABLE.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HARDFIN AND YOU.

14. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that you and Hardfin are not required to arbitrate will be the state and federal courts located in Delaware, and you and Hardfin each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution for Subscribers.

1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration.
2. Exceptions. As limited exceptions to Section 15(a) above, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. Any arbitration hearings will take place in the State of California unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
4. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16. General Terms.

1. Reservation of Rights. Hardfin and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Hardfin and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Hardfin and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Hardfin's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Hardfin may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
3. Notices. Any notices or other communications provided by Hardfin under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
4. Waiver of Rights. Hardfin's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Hardfin. Except as expressly set forth in these Terms, 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.

17. Contact Information. If you have any questions about these Terms or the Services, please contact Hardfin at privacy@hardfin.com.