These terms and conditions (“Terms”) apply to all purchases of products and/or services by the legal person or entity contracting with HiView (“Customer”). HiView’s willingness to provide products and/or services to Customer is expressly conditioned upon Customer’s assent to these Terms. Customer’s receipt of these Terms without prompt written objection thereto or the acceptance of products or services from HiView shall be deemed an acceptance of these Terms in their entirety. These Terms, together with the applicable proposal, reseller order form, statement of work, quotation or other contractual instrument (“Proposal”) governing the products and services to be provided to Customer by HiView shall hereinafter be referred to as the “Agreement.”
Customer acknowledges that products and software are provided to Customer by a third-party supplier (each, a “Third-Party Provider”) through HiView, and Customer’s use of such products and software is subject to terms and conditions and other end user license agreements applicable to such products or software, as may be amended by Third Party Providers from time to time (collectively “Third Party Terms and Conditions”) , including without limitation the Google Workspace Terms of Service (to the extent applicable). Customer acknowledges that agreements between Customer and a Third-Party Provider may be modified or amended by the applicable Third-Party Provider at any time. HiView shall not be held responsible for any such modification or amendment. Customer further acknowledges that HiView’s willingness to provide products and services to Customer is conditioned upon Customer’s material compliance with all applicable laws, regulations and rules, including Third Party Terms and Conditions.
All amounts invoiced to Customer shall be paid in accordance with the terms set forth in the Proposal, Quote, or Reseller Order Form. Any amount invoiced to Customer that is not paid when due shall bear interest at the lesser of two percent (2%) per month or the highest rate permitted by law and HiView may, in addition to other remedies, terminate any agreements with Customer and withhold any products or services. Customer shall be responsible for any applicable federal, state, and local taxes (e.g. sales, use, value added. service, or similar taxes) on such products or services. Customer agrees to pay all fees, expenses and costs of collection for late, partial or non-payment, including reasonable legal fees, costs and expenses.
The term for provisions of products and services by HiView shall be as set forth in the Proposal, Quote, or Reseller Order Form, unless earlier terminated by HiView in accordance with the Agreement. HiView may terminate the Agreement and cease to provide services or products to Customer, with or without cause, upon fifteen (15) days’ prior written notice.
HiView shall not be liable for delays in delivery or performance or for failure to deliver or perform due to (i) causes beyond HiView’s reasonable control (ii) acts or omissions of Customer (including Customer’s failure to provide access or necessary resources); or (iii) acts of God, acts of civil or military authority, strikes, floods, pandemics, war, riot, or supply shortages.
Customer agrees that any confidential or proprietary information, know-how or other intellectual property of HiView shared with Customer shall be held in the strictest of confidence and customer shall not disclose or otherwise use any such information except in accordance with the terms of this Agreement. HiView shall retain ownership and all rights to any such information.
Customer will indemnify, defend and hold harmless HiView, its affiliates, and their respective officers, managers, directors and other representatives, from and against any losses, costs and damages arising from a claim by a third party arising out of or related to any act or omission by Customer, its employees, contractors or other agents, including but not limited to the content of Customer’s electronic messages that are subject to the products or services, and/or any breach of these Terms or any other agreement between Customer and a Third-Party Provider.
HiView makes no warranty, express or implied, in connection with its provision of products or performance of services, and expressly disclaims all warranties to the fullest extent permitted by law, including without limitation the warranties or conditions of noninfringement, satisfactory quality, merchantability and fitness for any particular purpose. Any applicable warranties, express or implied, contained in Third Party Terms and Conditions are made by the applicable Third Party Provider only, and HiView further expressly disclaims all such Third Party Provider warranties to the fullest extent permitted by law.
HiView shall have no liability for loss of use, interruption of business, lost profits, lost data, or any incidental, special, punitive, or consequential damages, even if it has been advised of the possibility of such damages, and in no event will HiView’s total liability to Customer for damages of any kind exceed the price of the products or services that give rise to the claim.
The Agreement (a) embodies the entire understanding of the parties and shall supersede all previous communications, representations or understandings either oral or written between the parties relating to the subject matter hereof, (ii) shall be governed by the laws of the State of California, without reference to its choice of law principles, and (iii) may be modified or amended only by written agreement executed by each of the parties hereto, and (iv) may not be assigned by Customer without the prior written consent of HiView. In case any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, any other provision in this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Pursuit of any one remedy shall not preclude pursuit of any other remedies provided for herein or by law. No waiver of one violation of this Agreement shall be deemed or construed to constitute a waiver of any similar violations subsequently occurring, or any other violation whatsoever. In the event of any dispute between the parties concerning the terms and provisions of the Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
