IMPORTANT - READ CAREFULLY: These Terms of Service (“TOS”) establish a legal agreement between you and HIPP Customs LLC (“HIPP Customs LLC”) for the HIPP Customs LLC products or services accompanying this TOS, which includes e associated media, printed materials, online or electronic documentation, and Internet-based services (collectively, “HIPP Customs LLC Services”). YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TOS, BY USING THE HIPP Customs LLC SERVICES. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION IN THIS TOS, DO NOT USE THE HIPP Customs LLC SERVICES.

This Website is o5ered and available to users who are 18 years of age or older, reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with HIPP Customs LLC and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. If you are a FFL Dealer who participates as a member of the HIPP Customs LLC network of authorized dealers (“HIPP Customs LLC Dealer”), you are also subject to the HIPP Customs LLC Dealer Terms of Use (the “HIPP Customs LLC Dealer Terms”), which are available to Dealers at the Dealer Portal and incorporated herein by reference

1. HIPP Customs LLC Services Protection and License Only.

The HIPP Customs LLC Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The HIPP Customs LLC Services are licensed to you for use only in accordance with the terms and conditions of this TOS, and not sold in any sense whatsoever. HIPP Customs LLC and its suppliers shall retain title and all ownership rights to the HIPP Customs LLC Services, and this TOS shall not be construed in any manner as transferring any rights of ownership or license to the HIPP Customs LLC Services or to any feature or information contained therein, except the limited rights to use as specifically stated in Sections 2 and 3 below.

2. Grant of License

HIPP Customs LLC hereby grants you a limited, nonexclusive, non-transferrable, non- sublicensable, royalty- free license to use the HIPP Customs LLC Services solely for the purpose of evaluating or operating the accounts receivable management solutions supplied by HIPP Customs LLC (the “Purpose”).

3. Limitations

You may not modify, reverse engineer, decompile, or disassemble the HIPP Customs LLC Services. You may not transfer, sublicense, rent, lease or lend the HIPP Customs LLC Services or provide any type of hosting services in connection with the HIPP Customs LLC Services. Without prejudice to any other rights, HIPP Customs LLC may terminate this TOS and your access to the HIPP Customs LLC Services for any reason, including your failure to comply with any terms or conditions of this TOS. You agree that the HIPP Customs LLC Services are owned by HIPP Customs LLC and/or its suppliers and all rights not expressly granted herein are reserved by HIPP Customs LLC and/or its suppliers, as applicable, and undertake not to challenge or assist any person to challenge such rights in any manner. You agree that HIPP Customs LLC and its affiliates may collect and use technical, business, financial and personal information gathered as part of the product support services provided to you, if any, related to the HIPP Customs LLC Services.

HIPP Customs LLC or its affiliates or suppliers may share your data and information with affiliated third parties for business purposes, but never in a manner prohibited by applicable laws, rules and regulations. HIPP Customs LLC’s sharing or use of such data or information will at all times be compliant with applicable law. HIPP Customs LLC may use or share your data and information in conjunction with providing the HIPP Customs LLC Services to you and with companies includes in HIPP Customs LLC ancillary products or services offered in conjunction with the HIPP Customs LLC Services. HIPP Customs LLC will not sell or share your data or information with unaBliated companies. Please review our Privacy Policy regularly for more information as the policy is subject to change without warning or noti>cation to you. You agree in all instances to use the HIPP Customs LLC Services in strict compliance with all applicable laws, rules and regulations, and you agree to indemnify HIPP Customs LLC against, and hold HIPP Customs LLC harmless from, any impermissible or illegal activities that you engage in utilizing the HIPP Customs LLC Services.

4. Product Updates and Maintenance

You understand and agree that HIPP Customs LLC may provide updates or maintenance to the HIPP Customs LLC Services from time to time but HIPP Customs LLC shall have no obligation to provide any updates or maintenance to you in relation to the HIPP Customs LLC Services licensed to you under this TOS. In case that HIPP Customs LLC provides any update or maintenance to the HIPP Customs LLC Services, this TOS shall automatically apply to such update or maintenance, unless HIPP Customs LLC provides other terms along with such update or maintenance.

5. Further Use Restrictions

Use of the HIPP Customs LLC Services for any purpose other than as speci>cally permitted hereunder or in writing by HIPP Customs LLC is a violation of this TOS and you agree that such use constitutes a blatant and Vagrant violation and fundamental breach of this TOS and will be subject to any and all remedies and/or penalties available to HIPP Customs LLC and/or its supplier(s) under applicable law. To the extent applicable, you have the exclusive responsibility to calculate, charge, collect and remit state and other taxes applicable to your sales of goods and services, if any. You shall be solely responsible for your actions and the actions of your employees, agents and representatives, and you shall insure that your employees, agents and representatives comply with this TOS in all respects. You shall provide connectivity and security to the Internet for your location(s) for purposes of providing access to the HIPP Customs LLC Services. HIPP Customs LLC shall not be responsible for the reliability, speed, or continued availability of the communications lines, or the corresponding security configurations you use in accessing the Internet to access the HIPP Customs LLC Services.

You are responsible for ensuring that all your data used in connection with the HIPP Customs LLC Services is accurate, not corrupt in any way, does not contain vulgar or illegal content, does not infringe the rights of any third party, and does not contain any viruses. You shall not, intentionally or otherwise, permit the introduction of or introduce viruses, bugs, errors, inaccuracies or any malicious software into the HIPP Customs LLC Services.

6. Confidentiality and Feedback

You understand that the HIPP Customs LLC Services contain con>dential, proprietary, or trade secret information (together “Confidential Information”) of HIPP Customs LLC and/or its suppliers and shall be maintained in strictest confidentiality. You agree that the confidentiality obligations, including without limitation the following, are an essential part of this TOS and any unauthorized disclosure by you constitutes a fundamental breach of this TOS. You agree to: (i) not use the Con>dential Information disclosed by HIPP Customs LLC for any purposes other than the Purpose; (ii) protect HIPP Customs LLC's Confidential Information in the same manner and with the same degree of care, but not less than a reasonable degree of care, against unauthorized use, dissemination, publication or disclosure, as you protect your own confidential or proprietary information of a like nature; (iii) limit the use, circulation of and access to HIPP Customs LLC’s Confidential Information to your directors, oficers and employees, if any, who have a need to know in connection with the Purpose, are under binding obligations of confidentiality no less restrictive than those of this TOS, and have been notified that such information is Confidential Information for the Purpose, and you shall be held liable if such persons do not adhere to such requirements; (iv) not copy any of HIPP Customs LLC’s Confidential Information except as reasonably required for the Purpose; (v) reproduce HIPP Customs LLC’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original; (vi) not reverse engineer, disassemble or decompile any prototype, software or other tangible object that embody HIPP Customs LLC’s Confidential Information; and (vii) notify HIPP Customs LLC in writing immediately upon the occurrence of any unauthorized release, disclosure, or other breach or upon presence of threat of such occurrence. You understand and agree that disclosure or use of the HIPP Customs LLC Services, except as authorized above, will result in irreparable harm to HIPP Customs LLC and/or its suppliers and that monetary damages may be inadequate to compensate HIPP Customs LLC and/or its suppliers for such breach. Accordingly, you agree that HIPP Customs LLC will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive reliefs to enforce the terms of this Agreement.

You hereby also agree that HIPP Customs LLC can discuss your data and other information and/or disclose your data and information to any person or entity that states they are authorized by you to discuss or obtain such information if HIPP Customs LLC reasonably and in good faith believes that such authorization is legitimate. You, not HIPP Customs LLC, are responsible for ensuring that all persons or entities contacting HIPP Customs LLC purportedly on your behalf are authorized to do so. You must notify XXX in writing when you revoke the authority of any person or entity previously authorized by you to discuss or obtain your information. Additionally, from time to time, you may submit to HIPP Customs LLC comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the HIPP Customs LLC Services (“Feedback”). You hereby grant HIPP Customs LLC a worldwide, perpetual, irrevocable, royalty-free license to use, share, exploit and incorporate the Feedback for any purpose without restriction, attribution or payment to you.

7. Copyright

All title, copyrights, and other intellectual property rights in and to the HIPP Customs LLC Services (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the HIPP Customs LLC Services), the accompanying printed materials, and any copies of the HIPP Customs LLC Services are owned by HIPP Customs LLC and/or its suppliers. The HIPP Customs LLC Services are protected by copyright laws, other intellectual property laws, and international treaty provisions. Therefore, you must treat the HIPP Customs LLC Services like any other copyrighted material. You may not copy any printed materials accompanying the HIPP Customs LLC Services without express authorization in this TOS or prior written permission of HIPP Customs LLC.

8. U.S. Government License Rights

All HIPP Customs LLC Services provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, are provided with the commercial license rights and restrictions described elsewhere herein. All HIPP Customs LLC Services provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, are provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

9. Export Restrictions

You acknowledge that the HIPP Customs LLC Services licensed for use hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You con>rm that with respect to the HIPP Customs LLC Services, you will not export forre-export the HIPP Customs LLC Services, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions; (ii) any end user who you know or have reason to know will utilize them in the design, development, or production of nuclear, chemical, or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. You further acknowledge that the HIPP Customs LLC Services may include technical data subject to export and re-export restrictions imposed by the laws of the U.S.A.

10. Warranty Disclaimer

The HIPP Customs LLC Services are provided "AS IS" AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIPP Customs LLC FURTHER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR BY ESTOPPEL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR SAMPLE, NO DEFECT IN WORKMANSHIP OR MATERIAL, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY TO TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT WITH REGARD TO THE HIPP Customs LLC SERVICES. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE HIPP Customs LLC SERVICES AND DOCUMENTATION REMAINS WITH YOU. NO ACTIVITY, SERVICE, ADVERTISING, PACKAGING, STATEMENT OR COMMUNICATION BY HIPP Customs LLC OR ITS SUPPLIER(S) IN RELATION TO THE HIPP Customs LLC SERVICES, EVEN IF PRESENTED IN THE FORM OF A PRODUCT WARRANTY, WHETHER PRIOR TO, ON OR AFTER THE DATE OF THIS TOS, SHALL BE INTERPRETED AS AN ANNULMENT, IMPAIRMENT OR MODIFICATION TO THIS DISCLAIMER.

11. Exclusion of Claims; Remedies

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HIPP Customs LLC AND/OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE HIPP Customs LLC SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE HIPP Customs LLC SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE HIPP Customs LLC SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS TOS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF HIPP Customs LLC AND/OR ANY OF ITS SUPPLIERS, AND EVEN IF HIPP Customs LLC AND/OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT YOU HAVE WAIVED ALL RIGHTS TO ALL REMEDIES, WHETHER IN LAW OR IN EQUITY, EXCEPT IN THE EVENT OF A FUNDAMENTAL BREACH BY HIPP Customs LLC AND/OR ANY OF ITS SUPPLIERS, IN WHICH CASE YOU HAVE THE EXCLUSIVE AND SOLE REMEDY TO REQUEST AN UPDATED VERSION OF THE HIPP Customs LLC SERVICES, WHICH HIPP Customs LLC HAS THE SOLE DISCRETION TO DETERMINE WHETHER TO SATISFY.

12. Governing Law and Dispute Settlement

This TOS shall be governed by and construed in accordance with the laws of the State of Tennessee. In case of any dispute arising out of or in connection with this TOS, you have consented to the exclusive jurisdiction of the federal and state courts sitting in Sumner County, Tennessee, U.S.A. You agree that HIPP Customs LLC shall be entitled to recover all reasonable attorney’s fees if HIPP Customs LLC prevails in any case or dispute arising out of or in connection with this TOS.

13. Privacy

Please review our Privacy Policy, which also governs your use of the HIPP Customs LLC Services, to understand our practices.

14. Electronic Communications

When you use the HIPP Customs LLC Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you will be communicating with HIPP Customs LLC electronically. You consent to receive communications from HIPP Customs LLC electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other HIPP Customs LLC Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that HIPP Customs LLC provides to you electronically satisfy any legal requirement that such communications be in writing. Except to the limited extent that (i) opt out provisions are required by applicable law, or (ii) the HIPP Customs LLC Services specifically offer functionality permitting certain opt out features, any attempt to opt out of receiving electronic communications in any form from HIPP Customs LLC shall be null and void.

15. Saving a Payment Method

The HIPP Customs LLC Services may enable you, in certain circumstances, to instruct us to save bank account and/or payment card information (collectively, “Payment Information”) for potential future use. This Payment Information may belong to you, or it may belong to a customer, supplier, or other third-party that you have a business relationship with. In any instance where you instruct us to save Payment Information, you represent and warrant that you have the authority to instruct us to save such Payment Information for potential future use, and you agree to indemnify us and hold us harmless from any third-party claims related to such instructions. You are responsible for providing complete and accurate Payment Information, and you are responsible for promptly updating all Payment Information as needed.

16. Miscellaneous

Except for any signed written agreement that is in e5ect between you and HIPP Customs LLC, this TOS (including any of its addendums or amendments) constitutes the entire agreement between you and HIPP Customs LLC relating to the HIPP Customs LLC Services and the support or maintenance services therein (if any) and shall replace and supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the HIPP Customs LLC Services or any other subject matter covered by this TOS. To the extent the terms of anyHIPP Customs LLC policies or programs for support services conDict with the terms of this TOS, the terms of this TOS shall control. If any provisions of this TOS are held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and e5ect. No delay in enforcing a right or remedy under this TOS shall be deemed to be a waiver. You cannot transfer or assign this TOS or any right or obligation herein to any person without prior written consent from HIPP Customs LLC. In the event of any conDict between this TOS and any other signed written agreement between you and HIPP Customs LLC, the terms and conditions set forth in such signed written agreement will control.

OPTIONAL PROVISIONS TO CONSIDER:

Marketing Promotions

HIPP Customs LLC offers you the ability to opt-in to receive marketing and promotional mobile alerts (e.g. cart reminders) and order and shipping notifications by SMS message. If you elect to receive SMS messages from us, you are agreeing to the Mobile Messaging Terms & Conditions, found at www.hippcustoms.com, which are hereby incorporated into these TOS.