Overview

These HunterNet Subscription Terms of Service (TOS) sets forth the user terms on which Hunter Engineering Company (“Hunter”, “we” or “us”), a Missouri corporation, provides eligible subscribers (individually and on behalf of your dealership, servicing facility, or other subscribing entity, “you”) with remote access to and use of the HunterNet application, ShopResults services, including  related websites, applications, modules, interfaces, content, features, and functionality, whether standing alone or embedded in or available through other websites, applications, or equipment (collectively, the “Services”).

PLEASE READ THESE HUNTERNET SUBSCRIPTION TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, AND IMPORTANT DISCLAIMERS AND LIMITATIONS ON YOUR RIGHTS, AND IMPORTANT DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY. BY SUBSCRIBING TO, ACCESSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

By accessing, browsing related websites and/or using the Services, you agree to these user terms, together with the Hunter Website Terms and Conditions located at https://www.hunter.com/terms-of-use. If you do not agree, do not access, browse the related websites, or use the Services.

User Eligibility; Account Set-Up

The Services are provided by Hunter Engineering Company and available only to entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law. If You do not qualify, You are not permitted to use the Services.

Access to and use of the Services is limited to eligible subscribers that have (i) purchased or received a complimentary subscription to the Services from Hunter or a Hunter authorized sales representative, authorized distributor, or service representative, and (ii) established a corresponding subscriber account. Any other access to or use of the Services without Hunter’s express, written consent is prohibited. You represent and warrant that all information that you submit to establish your account is, and shall be updated by you to remain, true, accurate and complete. Access to and use of the Services is further subject to Hunter’s Privacy Policy located at https://www.hunter.com/privacy-statement and any HunterNet Data Protection Agreements applicable to Your account.

If you are working with a Hunter authorized sales representative, authorized distributor, service representative, or other third party to install your Hunter equipment, set-up your Services account, and/or establish or renew your Services subscription, you appoint such sales representative, service representative, or other third party to act as your agent for the purpose of accepting these TOS, the Privacy Policy, and any applicable HunterNet Data Protection Agreements on your behalf. You acknowledge that you have reviewed, understand, and are legally bound by these TOS, the Privacy Policy, and any applicable HunterNet Data Protection Agreements, notwithstanding your use of any such sales representative, service representative, or other third party.

You are responsible for maintaining the confidentiality of your account credentials (including login ID and password). You may not share your account credentials with any other business or organization. You agree to notify Hunter immediately upon discovering any known or suspected unauthorized access to, misuse of, or breach of security for your account, and to provide all information requested by Hunter in connection therewith. Hunter reserves the right, without obligation, to suspend access to the Services if Hunter suspects unauthorized access to or misuse of your account.

Your Responsibilities

You are responsible for all use of the Services by you and your end users, and for all activities occurring under your account. Without limiting the foregoing, you are solely responsible for:

• Designating your end user and overseeing their access levels and privileges within the Services;
• Procuring and maintaining, at your own expense, all equipment, systems, and network connectivity necessary to access and use the Services, including a compatible internet browser and internet service provider;
• All internet, telecommunications, mobile carrier, and other third party charges incurred in connection with your use of the Services;
• Testing and validating the Services for use in your business, including compatibility with your culture, policies, procedures, and operations;
• Maintaining appropriate business continuity and disaster recovery procedures (as desired) in the event of unavailability of the Services for any reason; and
• Performing your other responsibilities described in these Terms of Service.

Permitted Use of the Services

During the term of your Services subscription, subject to your compliance with the provisions hereof, Hunter grants you a limited, non-exclusive, non-transferable and non-sub-licensable license to remotely access and use the Services solely for your internal business purposes, in accordance with these TOS and all policies, rules, and instructions posted by Hunter on the Services or otherwise communicated by Hunter to you, and in compliance with all applicable laws and regulations.

Certain components of the Services may need to be installed locally on your Hunter products. You agree to follow Hunter’s instructions for installing such components and updates thereto, and to provide Hunter with a continuous remote connection to your Hunter products if and as required to provide the Services. Any components of the Services installed on your Hunter products are licensed to you on a non-exclusive, non-transferable and non-sub-licensable basis, in object code form only, solely for use with the Services during the term of your Services subscription.

Content

The Service includes the ability to access a variety of videos, photos, illustrations, diagrams, charts, text, and other content that is proprietary to Hunter and its suppliers (collectively, “Content”). The Content is intended for a general audience, and may not apply to your particular situation. You should not use the Content as a substitute for your on-the-ground assessment or independent judgment. You are solely responsible for all outcomes and results obtained, in whole or in part, through your reference to or reliance on the Content. You may not reproduce, distribute, or otherwise disseminate the Content, other than as expressly intended and enabled through the Service, whether in print or electronic form, without Hunter’s express, written consent.

Service Data

The Services collect, input, process, and store a variety of measurements, vehicle identifiers, vehicle service records, and other data, including data generated and communicated (collectively, “Service Data”) to the Services to enable features of Hunter Engineering vehicle service and inspection equipment, and other compatible systems. To the extent that any Service Data is manually entered via an interface provided by the Hunter Engineering vehicle service or inspection equipment, You are solely responsible for the accuracy, completeness, quality, integrity, reliability, legality, and suitability of such Service Data. You agree to use reasonable efforts to review manually entered Service Data prior to submission to minimize typographical errors, truncation of data, out-of-date information, and other inaccuracies. To the extent that Service Data captures Personally Identifying Information (“PII”), such PII shall be subject to Hunter’s aforementioned Privacy Policy.

Use of Service Data

You authorize Hunter to collect, input, process, and store Service Data on your behalf. Additionally, and without limiting the foregoing, you hereby grant Hunter a non-exclusive, royalty-free, perpetual and irrevocable, freely assignable and sublicensable, worldwide license to reproduce, distribute, commercialize, perform, transmit, display, adapt, alter, translate, prepare compilations, collected works, and derivative works based upon, and otherwise use Service Data:

• In furtherance of Hunter’s and any Hunter authorized sales representative, authorized distributor, service representative, or other Hunter strategic business partner’s relationship with You;
• To operate, maintain, and enhance the Services and our other offerings;
• To prepare anonymous Analytical Data, as defined and further provided below;
• For archival, record keeping, and regulatory compliance purposes;
• To investigate and respond to actual or threatened misuse of the Services;
• To respond to subpoenas, court orders, private causes of action, civil and criminal investigations, and governmental, regulatory, and law enforcement requests; and
• As otherwise permissible or required under applicable laws.

Data Storage and Retention

The Services are not intended to store original records, or to serve as a substitute for your other information management systems. Hunter is not and shall not be deemed to be the original record keeper or primary custodian of your records, files, or information. We reserve the right to retain and/or delete Service Data from the Services, in our sole discretion, in accordance with our data retention and disposal practices. You acknowledge that Service Data may be temporarily or permanently damaged, lost, or corrupted as the result of user or system errors, service interruptions, or other events, and that, depending on the nature and duration of the event, Service Data may not be fully recovered or recoverable. You further acknowledge that Service Data may be retained on or off the Services in a manner that is not accessible to you, and that Hunter has no obligation to delete or provide you with a copy of such retained Service Data.

Analytical Data

Hunter reserves the right, without obligation, to utilize anonymized Service Data to detect issues, model trends, predict outcomes, and produce other statistics, research, analysis, business intelligence, and actionable insights (collectively, “Analytical Data”), and to act upon (or choose not to act upon) and commercialize Analytical Data for any purpose, without compensation or other obligation to you, and without proprietary, confidentiality, or other restrictions of any kind. You acknowledge and agree that Analytical Data is and shall be owned exclusively by Hunter, even if derived from the Service Data of You or other subscribers. To the extent that you are deemed to have any right, title, or interest in or to the Analytical Data, you hereby assign all such right, title, and interest to Hunter, and unconditionally and irrevocably waive any claims in connection therewith.

Processing of Personal Data

The parties acknowledge that for the purposes of UK and EU data protection laws, you are the Controller and Hunter is the Processor. Personal Data will be processed for the term of this Agreement to enable Hunter to provide the Services and concerns:

• the following categories of data subjects: learners; and
• the following categories of data: first name, name and email address.

Hunter shall, in relation to any Personal Data processed in connection this Agreement:

• process that Personal Data only on the documented written instructions of the Customer unless Hunter is required by applicable laws to otherwise process that Personal Data.;
• ensure that it has in place appropriate technical and organisational measures, , to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data,;
• ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
• only transfer Personal Data outside of the UK or territory which has been deemed to provide an adequate level of protection by the UK Secretary of State where: (i) the Customer or Hunter has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Hunter complies with its obligations under Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) Hunter complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
• assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the Customer without undue delay on becoming aware of a Personal Data Breach;
• at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by applicable laws to store the Personal Data; and
• maintain records and information to demonstrate its compliance with this section.

The Customer provides its prior, general authorization for Hunter to appoint Sub-processors under this Agreement. Hunter confirms that it has entered or (as the case may be) will enter with the Sub-processors into a written agreement incorporating data processing terms which are substantially similar to those set out in this section. As between the Customer and Hunter, Hunter shall remain fully liable for all acts or omissions of any Sub-processors appointed by it pursuant to this section.

Where you transfer personal data from the EU to Hunter in a third country (according to EU data protection laws and the EU Commission) and such processing falls within scope of the General Data Protection Regulation 2016/679 (EU), Module Two (Controller to Processor) of the standard contractual clauses approved by the European Commission Decision 2021/914, dated 4 June 2021 (New EU SCCs) shall apply between the parties and shall be deemed to be completed as follows:

• the optional docking clause in clause 7 is deleted;
• in clause 9 of such New EU SCCs, Option 2 is deleted, and the time period shall be not less than 7 days;
• the optional wording at clause 11(a) of such New EU SCCs is deleted;
• in clause 13(a) of such New EU SCCs the first paragraph shall apply and the wording in the square brackets shall be deleted from that paragraph. The wording in the square brackets in the second and third paragraphs shall also be deleted;
• in clause 17 of such New EU SCCs, Option 2 shall apply, and the specified Member State shall be the Republic of Ireland;
• in clause 18(b) of such New EU SCCs the courts of competent jurisdiction shall be the courts of the Republic of Ireland;
• Annex I.A of such New EU SCCs is completed with you (as controller) and Hunter (as processor);
• Annex I.B of such New EU SCCs is completed with the processing details and details set below:
• subject-matter of the data processing: to provide the Services;
• duration of the data processing: the term of your agreement for Services with us;
• nature and purpose of the data processing: to provide the Services;
• type(s) of personal data to be processed: vehicle registration number and images collected whilst collecting the vehicle registration number (ancillary and not used for the Services); and
• categories of data subjects: customers, employees.
• Annex I.B of such New EU SCCs is completed with the additional details of transfers below:
• details of any sensitive data transferred (if applicable) and applied restrictions or safeguards: none;
• frequency of transfers (e.g. one-off or continuous): Continuous; and
• retention period for transferred data: as required by data protection laws; and
• Annex I.C of such New EU SCCs is completed with the details of the relevant competent EU supervisory authority (determined in accordance with the instructions in square brackets in such New EU SCCs) the Irish Data Protection Commissioner.

Where you transfer personal data from the UK to Hunter in a third country (according to UK data protection laws and the UK Secretary of State) and such processing falls within scope of the UK Data Protection Act 2018, the International Data Transfer Addendum version B.1.0 issued by the UK Information Commissioner under section 119A(1) of the UK Data Protection Act 2018 and laid before the UK Parliament on 2 February 2022 (the UK Addendum) shall apply between the parties and shall be deemed to be completed as follows:

• Table 1 of the UK Addendum is completed with the details of you (as exporter) and Hunter (as importer);
• The first option in Table 2 of the UK Addendum is selected and that table is completed with the date and any reference or other identifier of the relevant New EU SCCs entered into by the parties above;
• Table 3 of the UK Addendum is completed with cross-references to the relevant Annexes of such New EU SCCs set out above; and
• The Importer option is selected in Table 4 of the UK Addendum. 

Prohibited Activities

You may not, nor shall you authorize or permit any other person or entity to:

• Access or use the Services in any manner or for any purpose for which it is not intended;
• Collect, input, process, or store any Service Data that you do not have full right to collect, input, process, and store using the Services;
• Access or use the Services in connection with equipment or through interfaces or automated means (such as test tools, screen capture technology, scripted browsers, or other programmatic methods) not supplied or expressly approved by Hunter;
• Use the Services to disseminate “spam” or other unsolicited email, text messages, or communications in violation of industry rules or applicable law;
• Deactivate, bypass, or circumvent any access controls or other security measures for the Services;
• Engage in or promote any activity, or post or transmit any material, that is illegal, obscene, abusive, offensive, harassing, or defamatory;
• Disseminate viruses, Trojan horses, spyware, adware, corrupted files, or other malicious code;
• Access or use the Services in violation of any telecommunications or Internet service provider rules or applicable federal, state or local laws or regulations;
• Infringe, misappropriate, or violate any intellectual property or proprietary rights, rights of privacy or publicity, or other rights of a third party, or violate any contractual, fiduciary, or other legal duty or obligation;
• Engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services;
• Attempt to gain unauthorized access to Hunter’s or any other Service user’s network, systems, accounts, or data;
• Reproduce, distribute, sublicense, lease, rent, loan, transfer, or otherwise make available the Services to third parties, including as part of a service bureau, timesharing, or outsourcing arrangement;
• Modify, adapt, alter, translate, or create compilations, collections, or derivative works based upon the Services or the Content;
• Attempt to develop an alternative to the Services or the Content that is based on or derived from, in whole or in part, the Services, the Content, or your access to or use thereof;
• Remove or obscure any notices, warnings, or disclaimers for the Services or the Content, including any copyright, trademark, or other proprietary rights designations; or
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying programming, data or database structures for the Services.

We reserve the right to report to appropriate law enforcement, governmental authorities and other third parties any activities that we, in good faith, believe to be harmful or unlawful, with or without providing notice to you.

Copyright Policy

We reserve the right to report to appropriate law enforcement, governmental authorities and other third parties any activities that we, in good faith, believe to be harmful or unlawful, with or without providing notice to you.

Proprietary Rights

The Services are and shall be owned exclusively by Hunter, and we reserve all right, title, and interest therein, including without limitation all domains and sub-domains, the program architecture, database structure, and coding methodology, the design, layout, and “look and feel”, all Content and Analytical Data, all versions and derivations, all enhancements, modifications, and improvements (even if requested or paid for by you), all goodwill associated therewith, and all copyrights, patent rights, trademarks, and other intellectual property and proprietary rights of any nature throughout the world embodied therein and appurtenant thereto. All rights not expressly granted to you by Hunter under these TOS are reserved by Hunter and its suppliers. From time to time, you may provide Hunter with suggestions, ideas or other feedback concerning the Services, the Content, the Analytical Data, or Hunter’s other products or services. By providing feedback, you authorize us to act on (or choose not to act on) and commercialize such feedback without compensation or other obligation to you, and without proprietary, confidentiality, or other restrictions of any kind.

IMPORTANT DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL USE OF THE SERVICES IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. NO EMPLOYEE, AGENT, SALES REPRESENTATIVE, AUTHORIZED DISTRIBUTOR, OR SERVICE REPRESENTATIVE HAS AUTHORITY TO BIND US TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TOS.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THE SERVICES IN OUR SOLE DISCRETION. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT THE CONTENT SHALL BE ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM VIRUSES, TYPOGRAPHICAL ERRORS OR ALTERATIONS BY THIRD PARTIES, OR THAT THE SERVICES SHALL BE COMPATIBLE WITH YOUR NETWORK, SYSTEMS, OR EQUIPMENT, MEET YOUR PARTICULAR REQUIREMENTS, OR ACHIEVE ANY PARTICULAR RESULTS. WE DO NOT VALIDATE SERVICE DATA, DO NOT GUARANTEE SERVICE DATA AGAINST DAMAGE, LOSS, OR CORRUPTION, AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION THERE WITH.

THE SERVICES ARE NOT INTENDED AND SHOULD NOT BE USED TO INPUT, PROCESS, OR STORE INFORMATION THAT IS SENSITIVE, PRIVILEGED OR CONFIDENTIAL IN NATURE, SUCH AS BUT NOT LIMITED TO PAYMENT CARD INFORMATION. YOU AGREE NOT TO INPUT, PROCESS, OR STORE ANY SUCH INFORMATION ON THE SERVICES, AND ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ANY VIOLATION OF THE FOREGOING REQUIREMENT. WE RESERVE THE RIGHT, WITHOUT OBLIGATION, TO DELETE ANY SERVICE DATA THAT WE DEEM INAPPROPRIATE FOR OR INCOMPATIBLE WITH THE SERVICES.

THE SERVICES MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES OR DELAYS, AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET, COMPUTERS, AND ELECTRONIC COMMUNICATIONS. WE DO NOT GUARANTEE AVAILABILITY OF THE SERVICES AND SHALL NOT BE LIABLE FOR ANY PERIODS OF INACCESSIBILITY OR INOPERABILITY. WE DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH MALICIOUS, INTENTIONAL OR NEGLIGENT ACTS OR OMISSIONS OF THIRD PARTIES, INTERNET OR POWER OUTAGES, NETWORK OR TELECOMMUNICATIONS FAILURES, OR FORCE MAJEURE OR OTHER EVENTS BEYOND OUR REASONABLE CONTROL.

Links to Third Party Sites

The Services may contain links to or widgets from Internet or mobile sites not owned or operated by Hunter, including pages that Hunter or third parties maintain on YouTube, Facebook, Twitter or other social media sites. The inclusion of these links and widgets should not be construed as any sort of affiliation, sponsorship, endorsement or approval. When you access a third party Internet or mobile site or use a third party widget, you do so at your own risk and subject to the applicable terms and conditions of the Internet or mobile site provider. Hunter assumes no responsibility or liability for any information, products or services available on or through any third party Internet or mobile site, or for any actions taken by you or others in connection therewith.

LIMITATIONS ON LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL HUNTER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES OR LOSSES OF ANY KIND, OR FOR ANY LOSS OF BUSINESS, PROFITS, OR REVENUE, DAMAGE TO, LOSS, OR CORRUPTION OF SERVICE DATA, OR BUSINESS INTERRUPTION OR DOWNTIME, ARISING OUT OF OR RELATED TO THE THESE TOS, THE PRIVACY POLICY, THE SERVICES, YOUR ACCESS TO OR USE THEREOF, OR OUR PERFORMANCE OR NON-PERFORMANCE IN CONNECTION THEREWITH, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL HUNTER’S TOTAL, CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TOS, THE PRIVACY POLICY, THE SERVICES, YOUR ACCESS TO AND USE THEREOF, OR OUR PERFORMANCE OR NON-PERFORMANCE IN CONNECTION THEREWITH EXCEED THE SUBSCRIPTION FEES (IF ANY) PAID BY YOU TO HUNTER FOR YOUR SERVICE SUBSCRIPTION IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR FIVE U.S. DOLLARS ($5), WHICHEVER IS GREATER.

THE LIMITATIONS ON LIABILITY IN THESE TOS ARE AN ESSENTIAL PART OF THESE TOS, SHALL APPLY REGARDLESS OF THE NUMBER OF INCIDENTS OR CLAIMS, AND REGARDLESS OF THE NATURE OF THE DAMAGE, LOSS, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE), AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not permit the disclaimer of certain warranties or exclusion of certain types of damages. To the extent that such a jurisdiction’s law applies to these TOS, you may have additional legal rights that cannot be disclaimed by contract, and in such event, the limitations on liability in these TOS shall apply only to the extent permissible under applicable law.

Indemnification

You agree to indemnify and hold Hunter harmless, to the maximum extent permissible under applicable law, from and against any and all claims, demands, causes of action, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or attributable in whole or in part to: (i) your use or misuse of the Services, including all acts and omissions of your end users and activities occurring under your account; (ii) any Service Data collected, input, processed, or stored on your behalf; (iii) your violation of these TOS; (iv) your actual or alleged violation of applicable laws or the rights of another person or entity; (v) products and services provided by you to your direct and indirect customers; and/or (vi) any claim or allegation (whether or not bona fide) that Hunter is jointly, severally, contributorily or vicariously liable, or otherwise responsible, in whole or in part, in connection therewith.

Termination

We reserve the right to suspend your account and/or terminate your Services subscription, in whole or in part: (i) if we determine or reasonably suspect that you have violated these TOS; (ii) if you become or are declared insolvent, make a general assignment for the benefit of creditors, enter into an agreement for the composition, extension, or readjustment of all or substantially all of your obligations, file a voluntary petition in bankruptcy, or have an involuntary petition in bankruptcy filed against you; or (iii) for convenience, at any time and for any reason, or for no reason, including if we discontinue offering the Services. If terminated by us for convenience, as your sole and exclusive remedy, you shall be entitled to a partial refund from Hunter (or your Hunter authorized sales representative, authorized distributor, or service representative, if you purchased your subscription through a Hunter authorized sales representative, authorized distributor, or service representative) of the Services subscription fees (if any) prepaid by you in respect of the remaining term of your Service subscription (or $0 if you received a complimentary Services subscription with your Hunter Engineering equipment purchase).

Upon the expiration or termination of your Services subscription for any reason, you shall cease all access to and use of the Services, and all rights and licenses granted to you under these TOS shall automatically terminate. Subject to the foregoing, the provisions of these TOS shall survive the expiration or termination of your Services subscription for any reason, and shall be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

Changes to These TOS

We reserve the right to amend these TOS from time to time, in our sole discretion. Any amendment shall be effective when posted on the Services or otherwise made available by Hunter to you. If you do not agree to the amended terms, you must notify Hunter promptly in writing and cease all use of the Services. Your continued access to or use of the Services after Hunter has amended these TOS shall signify your acceptance of the amended terms. Any other amendment to these TOS or waiver of any obligation, right or remedy hereunder must be in writing and signed by an authorized representative of each party. Any waiver on one occasion shall not constitute a waiver on subsequent occasions.

Miscellaneous

1. Governing Law. These TOS shall be governed and interpreted for all purposes by the laws of the State of Missouri, U.S.A., without reference to any conflict of laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted by any jurisdiction) do not and shall not apply to these TOS, and are hereby specifically excluded.
2. Jurisdiction; Venue. Any dispute, action or proceeding arising out of or related to these TOS, the Privacy Policy, or the Services shall be commenced in the state courts of St. Louis County, Missouri or, if proper and exclusive subject matter jurisdiction exists, the United States District Court for the Eastern District of Missouri. You hereby consent to the personal jurisdiction and exclusive venue of such courts and waive any objections thereto, including based on forum non conveniens; provided, however, the foregoing shall not prevent Hunter from obtaining injunctive or other non-monetary equitable relief or compelling your indemnification obligations under these TOS in any court of competent jurisdiction.
3. Notices. All notices under these TOS must be in writing and in the English language. Notices to you may be delivered by email, fax or postage prepaid registered or certified mail, return receipt requested, to the most current address on file. Notices to Hunter must be delivered by postage prepaid registered or certified mail, return receipt requested, to the attention of the General Counsel at Hunter’s then-current corporate headquarters address.
4. Assignment. You may not assign these TOS or any of your rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Hunter’s prior, written consent. Any attempted assignment in violation of the foregoing shall be null and void from the beginning and without effect. Hunter may assign these TOS or any of its rights or obligations hereunder, in whole or in part, at any time and for any reason, including in connection with any merger, acquisition, reorganization, restructuring, liquidation, dissolution, or other transfer of all or any part all of Hunter’s business or assets.
5. Relationship; Third Party Beneficiaries. Nothing in these TOS is intended or shall be construed to create any agency, employment, partnership, fiduciary or joint venture relationship between you and Hunter, or to give any third party any rights or remedies under or by reason of these TOS; provided, however, the disclaimers, limitations on liability and indemnification protections under these TOS shall extend to Hunter, its shareholders, directors, officers, employees, independent contractors, agents, and affiliates, including without limitation Hunter authorized sales representatives authorized distributors, and service representatives. All references to Hunter in connection with the foregoing shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.
6. Equitable Relief. The Services comprise the confidential and proprietary information of Hunter and its suppliers, and constitutes a valuable trade secret. You acknowledge that any breach of the permitted use, prohibited activity, license, or ownership provisions of these TOS would cause irreparable harm to Hunter, the extent of which would be difficult and impracticable to assess, and that money damages alone would not be an adequate remedy for such breach. Accordingly, in addition to all other remedies available at law and in equity, Hunter shall be entitled to obtain injunctive relief in any court of competent jurisdiction, without the necessity of posting a bond in connection therewith.
7. Interpretation. If any provision of these TOS is determined to be unenforceable under applicable law, such provision shall be interpreted or amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from these TOS if such interpretation or amendment is not possible, and the remaining provisions of these TOS shall continue in full force and effect. The captions and section headings in these TOS are for reference purposes only, and shall not affect the meaning or interpretation of these TOS. The term “including” means “including without limitation.” The terms “herein,” “hereunder,” “hereto,” “hereof,” and similar variations refer to these TOS as a whole, rather than to any particular section.
8. Entire Agreement. These TOS set forth the entire agreement between you and Hunter with regard to the subject matter hereof, and supersede all prior and contemporaneous proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof. Without limiting the foregoing, these TOS are intended and shall be deemed to govern all use of the Services occurring and Content, Service Data, and Analytical Data existing prior to the date of these TOS first stated above. Any conflicting or supplementary terms proposed by you in any email, attachment or other writing shall not be binding on us, and are hereby objected to and expressly rejected.

Copyright 2024 Hunter Engineering Company. “Hunter Engineering”, “HunterNet”, the Hunter Engineering logo, and the other brands featured on the Service are protected trademarks and service marks of Hunter Engineering Company, its licensors, and suppliers. All rights reserved.

CONTACT

You may contact Hunter Engineering Company by sending an e-mail to Privacy@Hunter.com, by telephone to +1 (800) 448-6848, or writing to Hunter Engineering Company, 11250 Hunter Drive, Bridgeton, Missouri 63044 for all questions relating to the Services.