HUCKABUY, INC.

Platform Terms of Service
Last modified April 13, 2021

These Platform Terms of Service (the “Terms”) constitute a binding agreement between you and Huckabuy, Inc. (“Huckabuy,” “we,” or “us”) with respect to your access to or use of the Service (as defined herein).  The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein. 

PLEASE READ THESE TERMS CAREFULLY.  BY CLICKING “I ACCEPT”, BY ACCESSING OR USING THE SERVICE IN ANY MANNER, OR BY PLACING ANY ORDER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE HUCKABUY PRIVACY POLICY (COLLECTIVELY, THE “AGREEMENT”); (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.  IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS, USE, OR ORDER THE SERVICE. 

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 18(d) (CLASS ACTION AND JURY WAIVER) BELOW. 

HUCKABUY MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.  THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

“You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Subscriber”), and (ii) individual employees or representatives of a Subscriber who access or use the Service as an authorized user of such Subscriber (an “Authorized User”).  

1. THE SERVICE. Huckabuy operates an online service through its website with a homepage at www.huckabuy.com , its subdomains and/or other websites, and those associated mobile or desktop applications designated by Huckabuy for use with such services from time to time (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included thereon (collectively, the “Service”), which service facilitates, enables, and automates unique and advanced search engine optimization functions designed to generate website traffic and improve user experience. The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined herein) selected by Subscriber, which Subscription Plan will be identified and described on an order submitted by Subscriber electronically through the Site, through a separate ordering document executed by Subscriber and Huckabuy and incorporating these Terms, or through such other ordering process as may be designated by Huckabuy from time to time (an “Order”).  Huckabuy may choose not to accept any Order at its sole and absolute discretion.  For the avoidance of doubt, all Orders accepted by Huckabuy shall be subject to the terms and conditions of this Agreement.

1. CHANGES TO THE AGREEMENT.  Huckabuy reserves the right to modify or change this Agreement and its terms, as well as the fees and other amounts charged for the Service, at any time and in its sole discretion.  Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Agreement. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of this Agreement and any changes or modifications made to the Agreement.  You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and Service.

1. ACCESS TO THE SERVICE.  Subject to and conditioned upon Subscriber’s compliance with the terms and conditions of this Agreement, Huckabuy will provide to Subscriber’s Authorized Users access to and use of the Service, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period (or Trial (as defined herein), if applicable), as set forth in the Order and solely for Subscriber’s internal business purposes. 

1. USER ACCOUNTS.  In order to access and use the Service or certain features thereof, you may be required to establish a Huckabuy user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account (or, if you are a Subscriber, through the User Accounts of your Authorized Users), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Huckabuy of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials.  You will cooperate fully with Huckabuy and take all actions that Huckabuy reasonably deems necessary to maintain or enhance the security of the Service, Huckabuy’s computing systems and networks, and your access to the Service. Huckabuy is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’) failure to comply with this Section 4. 

1. RESTRICTIONS.  You agree to use the Service solely for Subscriber’s internal business purposes, in accordance with all documentation relating to the Service made available by Huckabuy (as the same may be updated from time to time), and in accordance with all applicable law.  You shall not (and, if you are a Subscriber, you shall ensure that your Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) use the service to transmit viruses or malicious code; or (xi) make any use of, or take any other action with respect to, the Site or  Service or any component thereof in a manner that violates applicable law or any provision of this Agreement.  Huckabuy may suspend or terminate Subscriber’s or any Authorized User’s access to the Service or any component thereof if Huckabuy reasonably determines that Subscriber or such Authorized User has violated any term or condition of this Agreement. Subscriber will be liable to Huckabuy for any violation of the terms and conditions of this Agreement by Subscriber or any Authorized User.

1. SUBSCRIBER DATA.  As between Subscriber and Huckabuy, Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Subscriber or any Authorized User to Huckabuy via the Service (“Subscriber Data”).  You will not (and, if you are a Subscriber, you will ensure that any Authorized User does not) upload or otherwise submit any Subscriber Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.  You acknowledge that the Service is not designed with security and access management for processing or storing the following categories of information: (i) any personal information that imposes specific data security obligations on Huckabuy for the processing or storage of such data, including any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, and other similar information, however described, as defined under applicable law; (ii) data that is classified and/or used on the United States Munitions list, including software and technical data; (iii) articles, services, and related technical data designated as defense articles or defense services; and (iv) ITAR (International Traffic in Arms Regulations) related data (each of the foregoing, “Prohibited Data”). Subscriber shall not, and shall not permit any Authorized User or other person or entity to, provide any Prohibited Data to, or upload or submit any Prohibited Data through, the Service. Subscriber is solely responsible for reviewing all Subscriber Data and shall ensure that no Subscriber Data constitutes or contains any Prohibited Data. The Service does not replace the need for Subscriber to maintain regular data backups or redundant data archives. Huckabuy has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Subscriber Data. 

1. TECHNICAL REQUIREMENTS.  You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User) is dependent upon access to telecommunications and Internet services. You acknowledge that Huckabuy is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

1. TERM AND TERMINATION.  This Agreement shall remain in full force and effect while you use or have access to the Service. Huckabuy may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and Huckabuy reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service. 

1. SUBSCRIPTIONS AND SUBSCRIPTION FEES.
   1. Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Subscriber and identified in the Order (a “Subscription Plan”). We may modify, terminate, or replace the Service or any Subscription Plan from time to time in our sole discretion and without prior notice.  Subscriber should carefully review the scope and limitations of any Subscription Plan prior to placing an Order. 
   2. Free Trials.  If you are a Subscriber, your subscription to the Service may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial.  If you receive a Trial, you may only use those portions of the Service included in your Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing the Service.  Upon the expiration of any Trial period, your access to the Service will cease, except where Subscriber has purchased and/or registered for a Subscription Plan in accordance with the terms hereof.
   3. Subscription Fees.  As consideration for Huckabuy’s provision of the Service hereunder, Subscriber will pay to Huckabuy all subscription fees and other amounts set forth hereunder or in the Order.  Except where you are accessing the Service by means of a Trial, and unless otherwise established in an applicable Order, Subscriber must have a current valid credit card or other payment method acceptable to Huckabuy (“Payment Method“) in order to access (or permit Authorized Users to access) the Service. By providing a Payment Method to Huckabuy, Subscriber is expressly authorizing Huckabuy to charge Subscriber the subscription fees and other amounts applicable to Subscriber’s Subscription Plan at the applicable frequency and at the then-current rate. Unless otherwise expressly established in the Order, the subscription fees applicable to Subscriber’s Subscription Plan shall be due per the terms of the contract. Huckabuy will bill all applicable subscription fees and other amounts in advance and to the Payment Method Subscriber provides during registration or in the Order (or to a different Payment Method if Subscriber advises us in writing of a change and provides an alternate, valid Payment Method). ALL SUBSCRIPTION FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.
   4. Renewal Terms.  If you are a Subscriber, your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Subscription Plan or we terminate it. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF SUBSCRIPTION FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD. 
   5. Cancellation.  Unless otherwise established in an applicable Order, Subscriber may cancel its Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Service in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term.  HUCKABUY DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Subscription Plan, please send a written cancellation request via email to Huckabuy at [email protected], and include the phrase “CANCEL SUBSCRIPTION” in the subject line.  For additional information or for assistance, please contact Huckabuy’s customer support team at 801-252-5257.  Cancellations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 9(e).
   6. Subscription Fee Changes. Subscriber acknowledges that the amount billed each subscription period may vary due to promotional offers and/or changes made by Huckabuy or Subscriber to Subscriber’s Subscription Plan (including, without limitation, upgrading or downgrading). In the event of any upgrade or downgrade of Subscriber’s Subscription Plan, the Payment Method will automatically be charged the new rate for your next billing cycle. HUCKABUY WILL NOT PROVIDE ANY REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A SUBSCRIPTION PLAN. Subscriber agrees and acknowledges that, in the event that Subscriber downgrades to a lesser Subscription Plan, such downgrading may result in a loss in accessible Service features or other changes to your User Account or access to the Service.  Subscriber expressly accepts all risk associate with any such downgrade, and acknowledges that Huckabuy is not and will not be responsible or liable for any denigration in access. 
   7. Taxes. The fees specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”).  Subscriber shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Huckabuy’s net income.
   8. Promotions.  Huckabuy may offer from time to time promotions on the Site or with respect to the Service (including, without limitation, Trials) that may affect pricing and that are governed by terms and conditions separate from these Terms.  If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

1. PRIVACY.  You acknowledge and agree that all information collected by Huckabuy is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

1. INTELLECTUAL PROPERTY.
   1. Huckabuy Intellectual Property. As between you and Huckabuy, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Huckabuy. No rights are granted to Subscriber or any Authorized User hereunder other than as expressly set forth herein.
   2. Subscriber Data. As between Subscriber and Huckabuy, Subscriber owns all right, title and interest in and to all Subscriber Data. Subscriber hereby grants to Huckabuy a nonexclusive, worldwide, transferable, sublicensable (to its subcontractors), irrevocable, royalty-free, fully paid-up license to process and store the Subscriber Data in order to provide the Service to Subscriber and its Authorized Users, and to use, for any purpose, Subscriber Data in an aggregated form that does not individually identify Subscriber or any Authorized User.
   3. Feedback. To the extent you provide Huckabuy with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Huckabuy all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Huckabuy will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Huckabuy’s other technologies, products and services, without compensation or other obligation to you.

1.  THIRD PARTY APPLICATIONS. The Service may contain links to or otherwise allow you to access third party applications and services (“Third Party Services”) that are not owned or controlled by Huckabuy. When you access third party websites or Third Party Services, you do so at your own risk.  Huckabuy encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Huckabuy has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Huckabuy will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
   
2.  CONFIDENTIALITY
   1. Confidential Information.  “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed by a party in the course of the Agreement that should be reasonably understood to be confidential. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under these Terms. The receiving party will promptly return or destroy the other party’s Confidential Information upon request.
   2. Exclusions.  Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (iii) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.

1. DISCLAIMER OF WARRANTIES. THE SERVICE AND SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND HUCKABUY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER HUCKABUY NOR ANY PERSON ASSOCIATED WITH HUCKABUY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER HUCKABUY NOR ANYONE ASSOCIATED WITH HUCKABUY REPRESENTS OR WARRANTS THAT THE SERVICE OR THE SITE, OR ANY RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE, SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND HUCKABUY, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE, SITE, AND ALL CONTENT AND RESULTS GENERATED THEREBY. 

1. INDEMNITY. You agree to indemnify, defend, and hold Huckabuy and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, any Authorized User’s access to and use of) the Service or Site, or any violation of this Agreement or applicable law; (b) any claim that the Subscriber Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; and (c) any upload or submission of Prohibited Data to the Site or Service by Subscriber or any Authorized User. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HUCKABUY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, HUCKABUY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL HUCKABUY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO HUCKABUY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your Subscription Plan and cease all access to and use of the Service.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, Huckabuy shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and Huckabuy understand and agree that the disclaimers, exclusions, and limitations in this Section 16 and in Section 14 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Huckabuy would be unable to make the Service available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

1. SERVICE SUPPORT. If you encounter technical problems when using the Service, please contact Huckabuy’s basic support services via email at [email protected] or phone 801-252-5257 during Huckabuy’s normal business hours (currently Monday – Friday (excluding holidays), 9:00 am – 5:00 pm Mountain Time).  The hours of support service availability may be changed by Huckabuy at any time and without notice to you.

1. MISCELLANEOUS. 
   1. Service Availability.  You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities.  Huckabuy will use commercially reasonable efforts to provide Subscriber with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
   2. Assignment. You may not assign or transfer any rights to any other person without Huckabuy’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect.  This Agreement and any related Orders are freely assignable by Huckabuy.  This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
   3. Governing Law; Dispute Resolution. If there is any dispute about or involving the Agreement, the Service or the Site, you agree that the dispute shall be governed by the laws of the State of Utah, without regard to conflict of law’s provisions. Any dispute arising from or relating to the subject matter of the Agreement, the Service or the Site shall be finally settled by arbitration in Salt Lake County, Utah, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS“) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts sitting in Salt Lake County, Utah.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
   4. Class Action and Jury Waiver. YOU AND HUCKABUY EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT OR ARBITRATOR DETERMINES IN AN ACTION BETWEEN YOU AND HUCKABUY THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THE ARBITRATION AGREEMENT SET FORTH ABOVE WILL BE VOID AS TO YOU. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
   5. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under the Agreement if the delay or failure is due to any cause outside of our reasonable control.
   6. Federal Government End Use. Huckabuy provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Huckabuy to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
   7. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Huckabuy must be sent to [email protected].  Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
   8. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
   9. Entire Agreement. These Terms, together with the Order and the Privacy Policy, constitute the sole and entire agreement between you and Huckabuy with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. In the event of any conflict, the following order of precedence governs: (i) first, the Order; (ii) second, these Terms; and (iii) third, the Privacy Policy.  The provisions of the following Sections of these Terms will survive any termination of this Agreement: Sections 5, 6, 8, 9(g), 10-16, and 18.