HDRepair is a minority owned nationwide service provider specializing in OEM (Original Equipment Manufacturer) onsite service and support, installation services, help desk, and depot repair services to world wide flat panel television manufacturers, warranty companies, and out of warranty consumers.

From its call center in South Florida, HDRepair operators dispatch both in-house and field service technicians to perform onsite service across the United States, including Alaska, Hawaii and Puerto Rico.

Welcome

HDRepair selects, qualifies, and trains each of our service technicians. They are categorized by their technical capabilities and then certified through an online technical and customer service program. They are subject to a 7-year drug and background check, and are required to carry a photo ID. By conducting a Service Satisfaction survey for each completed service request, performance metrics are taken to measure consumer satisfaction, as well as speed in which service was expedited and repair ratios.

Terms and Conditions | Privacy Policy

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00032798v1

General Terms & Conditions Disclaimer

By using the HDRepair.com Corp. Web Site, users agree to be bound by the following terms of use.

Terms and Conditions

General:

Your use of this World Wide Web Site (the “Web Site”), including any Content (defined below) or any services operated by the Company or third parties through the Web Site (collectively, “Services”), is subject to the following terms and conditions of use (the “Terms”). You agree to the Terms by accessing this Web Site or accepting the information from this Web Site. HDRepair.com Corp., a Florida corporation (the “Company”) reserves the right in its sole discretion to change the Terms, and your continued use of this Web Site after the posting of any notice of a change in the Terms shall constitute your acceptance to be bound by any such changes. Since you are bound by any such revisions posted on the Web Site at the time of any visit, you should therefore periodically visit this page to review the current Terms to which you are bound. Certain activities or Services on this Web Site are available only to persons invited by the Company to participate in such activities or to use such Services.

No Other Contract:

Except for these Terms and Conditions, no statement on the Web Site constitutes a contract, a representation or warranty, an offer to enter into a contract, or an offer of employment, and no statement on the Web Site is (or shall be deemed to be) incorporated by implication, reference or otherwise into any contract, or any advertising relationship, of the Company. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect. Any failure by the Company to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

Content:

The information and features included in this Web Site, including, but not limited to all information, communications, files, text, graphics, software, products, trademarks, service marks and copyrightable works (the “Content”) have been compiled from a variety of sources, are for informational purposes only, and are subject to change at any time without notice. However, this Web Site and all Content it contains and Services offered are provided “AS IS.” By using or linking to this Web Site, you assume the risk that the Content on this Web Site may be incomplete, inaccurate, out of date, or may not meet your needs and requirements. In addition to the Content offered by the Company, this Web Site contains content provided by third-parties. The Company does not warrant or guarantee the accuracy, availability or completeness of this information. Neither the Company nor its content or data providers shall be liable for any errors, omissions or inaccuracies in this content.

Copyright and Trademark Information/Restrictions on Use of Web Site:

This Web Site and all of the Content it contains, or may in the future contain is the property of the Company, its affiliate companies and licensors and is protected from unauthorized copying and dissemination by U.S. copyright law, international conventions and other copyright laws.

The trademarks, logos, and service marks (collectively, the “Trademarks”) displayed on the Web Site are registered and unregistered Trademarks of the Company, its affiliates, its licensors and others. Nothing contained on the Web Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or Content displayed on the Web Site without the written permission of the Company or such third-party that may own the relevant Trademarks or Content. Your misuse of the Trademarks or Content on the Web Site except as provided in these Terms, is strictly prohibited. You are also advised that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including referral for criminal prosecution where appropriate.

Authorization:

Requests for permission to reproduce any information contained on this Web Site should be addressed to _____________@HDRepair.com.

The Company hereby reserves all rights not expressly granted to you. Nothing in these Terms shall be interpreted as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, publicity or other intellectual property right of the Company or any third-party, except as expressly granted herein.

Changes in Service:

The Company may modify, suspend, discontinue (temporarily or permanently), restrict the use of, charge for or make free all or any portion of this Web Site at any time and without notice or liability. The Web Site may also be temporarily unavailable due to maintenance or malfunction of computer equipment. You agree the Company shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Web Site.

License for User Content:

Certain Services offered through this Web Site accommodate or require user-supplied information, files or communication (“User Content”). Depending upon the nature of the Service, by submitting User Content to this Web Site you grant the Company an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such User Content for the purpose of delivering any Services or products, and you also agree that the Company is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Web Site will be published or otherwise used with your name on it; (c) we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order; or (d) we believe it necessary in order to protect the rights of the Company or others.

Privacy:

Any personal data (for example, your name, address, telephone number or e-mail address) you transmit to this Web Site by electronic mail or otherwise will be used by the Company in accordance with the Web Site’s Privacy Policy. Any other communication or material you transmit to the Web Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and nonproprietary.

Special Admonitions for International Use:

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Export Control:

Software and other materials from this Web Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from this Web Site may be downloaded or exported into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria or any other country to which the United States has embargoed goods; or anyone in the United States Treasury Department’s list of Specially Designated Nationals or to the U.S. Commerce Department’s Table of Deny Order. The Company does not authorize the downloading or exportation of any software or technical data from this Web Site to any jurisdiction prohibited by the United States Export Laws.

Disclaimers/Limitations on Liability:

The Company makes no representation or warranty whatsoever regarding the completeness, accuracy, currency, or adequacy of any Content, information, facts, views, opinions, statements and recommendations contained in this Web Site. Reference to any product, process, publication or service of any third-party by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement or recommendation by the Company. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available at this Web Site.

The Internet may be subject to breaches of security. The Company is not responsible for any resulting damage to any user’s computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. The Company makes no representation or warranty whatsoever regarding the suitability, functionality, availability, or operation of this Web Site. The Company is not responsible for the content or performance of any portion of the Internet other than the www.hdrepair.com domain, including other Web Sites to which this Web Site may be linked or from which this Web Site may be accessed. Such links are provided only as a convenience and not as an endorsement of the content on such third-party web sites. Users are requested to inform the Company of any errors or inappropriate material found on web sites to which this Web Site is or may be linked. The Company reserves the right, in its sole discretion, to terminate a link with any Web Site, which it deems inappropriate or inconsistent with this Web Site. The Company is not responsible for the content of linked third-party sites and does not make any representations, warranties or covenants regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk. Your use of third-party web sites is subject to the terms and conditions of use for such sites.

The use of the Services or the downloading or other use of any Content through the Web Site is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from such activities. The Company assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the Web Site or in connection with any Services or Content offered through the Web Site. No advice or information, whether oral or written, obtained by you from the Company or through or from the Web Site shall create any warranty not expressly stated in these Terms.

COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THIS WEB SITE AND THE INFORMATION AND OTHER MATERIALS CONTAINED THEREON.

IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM OR IN CONNECTION WITH THE WEB SITE, ITS CONTENT, OR ANY ERRORS OR OMISSIONS IN ITS TECHNICAL OPERATION OR ITS CONTENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THIS LIMITATION MAY NOT APPLY.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE COMPANY WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

Disclaimer of Liability for Third-Party Content and Links:

You agree that the Company is not responsible and will not be held liable for any third-party content on the Web Site or any third-party content, products or services available on other Web Sites accessed through links from the Web Site. Links to third-party sites are for your convenience only, and their inclusion on the Web Site does not imply an endorsement, guarantee, warranty or representation by the Company.

Personal Information and Privacy:

Except as otherwise expressly set forth herein, your personal information will be deemed to be confidential. With the exception of certain types of User Content, any non-personal information or material sent to the Company will generally be deemed to NOT be confidential. In any case, you understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of the Company or others.

Rights Reserved / Change in Terms:

Any rights not expressly granted herein are reserved. The Company reserves the right to make changes to these terms and conditions at any time and for any reason. Notices to you, including notices of changes to these terms, may, at the Company’s discretion, be made either by E-mail, regular mail or by displaying the notices or links to notices on the Web Site. All such changes will become effective 10 days after posting of such notice. Your continued use of the Web Site after the date such changes become effective will constitute your acceptance of the changes and your agreement to be legally bound by any modifications or amendments to these terms and conditions.

Additional Provisions:

The Company may deny or terminate any permission granted under these Terms at any time for any reason by giving you notice.

Access to this Web Site may be monitored. The requesting URL, the machine originating the request, and the time of the request may be logged for access statistics and security purposes. Use of this Web Site constitutes consent to such monitoring and the Company’s reuse of such collected information. In addition, any information submitted to the Company through this Web Site is considered non confidential.

By using this Web Site, you agree to indemnify, hold harmless and defend the Company from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to attorneys’ fees, resulting directly or indirectly from a claim by a third-party that is based on your use of this Web Site in violation of these Terms.

These Terms shall be construed and enforced in accordance with the laws of the State of Florida, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Palm Beach County, Florida, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms and/or the Web Site or in which the Terms or the Web Site are a material fact.

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00033011v1

HDRepair.com Corp. Online Privacy Statement

HDRepair.com Corp. (“HDREPAIR”) is committed to protecting your privacy. Please read the HDREPAIR Online Privacy Statement below.

This HDREPAIR Online Privacy Statement applies to data collected by HDREPAIR through its Website(s) (“Site”) and Services. Such data may be shared within HDREPAIR and any affiliated companies in order to deliver the products and services offered by HDREPAIR. The HDREPAIR Site may have links to other web sites which HDREPAIR has no control. HDREPAIR is not responsible for the privacy policies or practices of other web sites to which you choose to link from the Site. HDREPAIR encourages you to review the privacy policies of those other web sites so you can understand how they collect, use and share your information.

Collection of Your Personal Information

In some areas of the Site you will be asked to provide personal identifier information in order to access HDREPAIR services and products. This information includes your name, billing information, address, e-mail address, telephone numbers or other information from which your identity is discernible. We may also collect demographic information, such as your ZIP code, age, gender, preferences, interests and favorites, or how you use our Services.

Additionally, in order to access some HDREPAIR Services, you may be asked to opt in with an e-mail address, name, and other identifying information and password, which we refer to as your credentials. By signing in on to the HDREPAIR Site or Service, you may be automatically signed into other HDREPAIR Sites and Services. As part of creating your credentials, you may also be requested to provide questions and secret answers, which we use to help verify your identity and assist in resetting your password, as well as an alternate e-mail address.

We may collect information about your visit, including the pages you view, the links you click and other actions taken in connection with HDREPAIR Sites and Services. We also collect certain standard information that your browser sends to every website you visit, such as your IP address, browser type and language, access times and referring Web site addresses.

When you receive newsletters or promotional e-mail from HDREPAIR, we may use web beacons (described below), customized links or similar technologies to determine whether the e-mail has been opened and which links you click in order to provide you more focused e-mail communications or other information.

We may also supplement the information we collect with information obtained from other companies. For example, we may use Services from other companies that enable us to derive a general geographic area based on your IP address in order to customize certain Services to your geographic area.

Use of Your Personal Information

To the extent authorized, HDREPAIR collects and uses your personal information to operate and improve its Sites and deliver the Services or carry out the transactions you have requested. These uses may include providing you with more effective customer service; enabling full use of the Site’s features, providing information to you at a designated e-mail or IP address in performance of the desired Service, making the Site or Service easier to use by eliminating the need for you to repeatedly enter the same information; performing research and analysis aimed at improving our products, Services and technologies; and displaying content and advertising that are customized to your interests and preferences.

We also use your personal information to communicate with you. We may send certain mandatory service communications such as welcome letters, information on technical service issues, and security announcements. We may also occasionally send you product surveys or promotional mailings to inform you of other products or services available from HDREPAIR and its affiliates. Personal information collected on HDREPAIR Sites and Services may be stored and processed in the United States or any other country in which HDREPAIR or its affiliates, subsidiaries or agents maintain facilities, and by using a HDREPAIR Site or Service, you consent to any such transfer of information outside of your country. HDREPAIR abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union.

Sharing of Your Personal Information

Except as described in this statement, we will not disclose your personal information outside of HDREPAIR and its controlled subsidiaries and affiliates without your consent. [Some HDREPAIR services may be co-branded and offered in conjunction with another company. If you register for or use such services, both HDREPAIR and the other company may receive information collected in conjunction with the co-branded services.]

We occasionally hire other companies to provide limited services on our behalf, such as handling the processing and delivery of mailings, providing customer support, hosting websites, processing transactions, or performing statistical analysis of our services. Those companies will be permitted to obtain only the personal information they need to deliver the service. They are required to maintain the confidentiality of the information and are prohibited from using it for any other purpose.

We may access and/or disclose your personal information if we believe such action is necessary to: (a) process or service your account or otherwise complete a Transaction on your behalf; (b) comply with the law or legal process served on HDREPAIR; (c) protect and defend the rights or property of HDREPAIR (including the enforcement of our agreements); or (d) act in urgent circumstances to protect the personal safety of users of HDREPAIR services or members of the public.

We may have areas on the Site where you can submit feedback regarding HDREPAIR products or services. Any feedback you submit in these areas becomes the property of HDREPAIR, and HDREPAIR can use such feedback for marketing or other purposes.

Accessing Your Personal Information

You may have the ability to view or edit your personal information online. In order to help prevent your personal information from being viewed by others, you will be required to sign in with your credentials (e-mail address, user name and password). The appropriate method(s) for accessing your personal information will depend on which Sites or Services you have used.

If you post any of your personal information in public areas of the Site, such information may be collected and used by others over whom HDREPAIR has no control. We are not responsible for the use made by third parties of information you post or otherwise make available in public areas of the Site.

Protecting Children

HDREPAIR Sites are not intended for children under 18 years of age. We do not knowingly collect personal information from children under 18.

California Privacy Rights

California Civil Code Section 1798.83 permits users who are California residents to request certain information regarding disclosure of personal information to third parties for their direct marketing purposes. To request such information, please e-mail us at info@hdrepair.com com or write us at: P.O. Box 1803, Boca Raton, FL 33429-1803.

[Communication Preferences

You can stop the delivery of future promotional e-mail or use of your information from any Site and Services by following the specific instructions and opting out on the Account Setting page at hdrepair.com.]

Security of Your Personal Information

HDREPAIR is committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure. For example, we store the personal information you provide on computer systems with limited access, which are located in controlled facilities. When we transmit highly confidential information over the Internet, we protect it through the use of encryption, such as the Secure Socket Layer (SSL) protocol. SSL makes it difficult for your credit card information to be intercepted or stolen while being transmitted. [We use a credit card company to process credit card transactions. For further information on this company’s privacy and security practices, visit [ADD LINK].]

If a password is used to help protect your accounts and personal information, it is your responsibility to keep your password confidential. Do not share this information with anyone. If you are sharing a computer with anyone you should always choose to log out before leaving a Site to protect access to your information from subsequent users.

Use of Cookies

HDREPAIR Sites may use “cookies” to enable you to sign in to our services and to help personalize your online experience. A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies contain information that can later be read by a web server in the domain that issued the cookie to you. Cookies cannot be used to run programs or deliver viruses to your computer.

HDREPAIR Sites use cookies to store your preferences and other information on your computer in order to save you time by eliminating the need to repeatedly enter the same information and to display your personalized content and appropriate advertising on your later visits to these sites.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to sign in or use other interactive features of HDREPAIR Sites and services that depend on cookies.

Use of Web Beacons

HDREPAIR web pages may contain electronic images known as web beacons - sometimes called single-pixel gifs - that may be used to assist in delivering cookies on our sites and allow us to count users who have visited those pages. We may include web beacons in promotional e-mail messages or our newsletters in order to determine whether messages have been opened and acted upon.

HDREPAIR may also employ web beacons from third parties in order to help us compile aggregated statistics and determine the effectiveness of our promotional campaigns. We prohibit web beacons on our Sites from being used by third parties to collect or access your personal information.

Finally, we may work with other companies that advertise on HDREPAIR Sites to place web beacons on their sites in order to allow us to develop statistics on how often clicking on an advertisement on a HDREPAIR Site results in a purchase or other action on the advertiser’s site.

[Use of Third Party Ad Networks

The majority of the online banner advertisements you see on HDREPAIR web pages are displayed by HDREPAIR. However, we allow other companies, called third-party ad servers or ad networks, to display advertisements on HDREPAIR web pages. Some of these ad networks may place a persistent cookie on your computer in order to recognize your computer each time they send you an online advertisement. In this way, ad networks may compile information about where you, or others who are using your computer, saw their advertisements and determine which ads are clicked on. This information allows an ad network to deliver targeted advertisements that they believe will be of most interest to you. HDREPAIR does not have access to the cookies that may be placed by the third-party ad servers or ad networks. HDREPAIR is not responsible for any information you provide to such third party ad networks.]

[Controlling “Spam” or Unsolicited E-mail

HDREPAIR is concerned about controlling unsolicited commercial e-mail, or “spam.” HDREPAIR will not sell, lease or rent its e-mail subscriber lists to third parties.]

Changes to This Privacy Statement

We will occasionally update this privacy statement to reflect changes in our services and customer feedback. When we post changes to this Statement, we will revise the “last updated” date at the bottom of this statement. If there are material changes to this statement or in how HDREPAIR will use your personal information, we will notify you either by prominently posting a notice of such changes prior to implementing the change or by directly sending you a notification. We encourage you to periodically review this statement to be informed of how HDREPAIR is protecting your information.

Contacting Us

HDREPAIR welcomes your comments regarding this privacy statement. If you have questions about this statement or believe that we have not adhered to it, please contact us at info@hdrepair.com.

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USER WEB SITE AGREEMENT

1. CLICK “I AGREE”

This User Web Site Agreement (“Agreement”) contains the agreement between you, the Company (“you”, “your”) requesting access to this web site (“Web Site”), and us, HDREPAIR.COM CORP., a Florida corporation (“HDREPAIR”, “we”, “us”, “our”), regarding your use of this Web Site. We recommend that you print a copy of this Agreement for your records.

After you read this Agreement, you are required to type (as applicable) your name, title, company name, company address and e-mail address and then click I AGREE to acknowledge and evidence your agreement to the terms and conditions of this Agreement. Furthermore, by using this Web Site, YOU REPRESENT AND WARRANT THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, THAT THE INDIVIDUAL EXECUTING THIS AGREEMENT BY ENTERING THE REQUIRED INFORMATION AND BY CLICKING I AGREE HAS AUTHORITY TO BIND YOUR COMPANY, OR YOURSELF AS THE CASE MAY BE, AND THAT BY DOING SO IS NOT BREACHING OR IN CONFLICT WITH ANOTHER AGREEMENT OR OBLIGATION. IN ADDITION, IF APPLICABLE, WHEN YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT ALL EMPLOYEES ASSIGNED INDIVIDUAL USER IDS UNDER YOUR COMPANY ID AGREE TO, ARE SUBJECT TO AND WILL ABIDE BY THIS AGREEMENT.

After you click I AGREE, you will then be required to supply necessary information to establish your account. When you provide your company information, if applicable, you may also identify an administrator (“Administrator”) who is responsible for administering individual user IDs assigned to you.

2. TYPES OF USERS

This Web Site facilitates the ordering, tracking, updating and delivery of products and services (the “Services”) offered from time to time by HDREPAIR and its authorized third party vendors (the “Vendors”). There are different types of users of this Web Site:

(1) “Warranty Clients” are users who have previously entered into a service agreement with HDREPAIR. As a Warranty Client, your Administrator is provided with an Administrator user ID and password for accessing this Web Site. Your Administrator is responsible for modifying your company’s profile and preferences, and authorizing and terminating individual user ID’s and passwords for individuals in your company who are permitted to order, track or use Services on this Web Site. Your Administrator also has authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement. Any conflict between this Agreement and any terms of any service agreement with any Warranty Client shall be construed in favor of the service agreement between such Warranty Client and HDREPAIR.

(2) “Service Providers” are users who may fulfill the delivery of certain services to Warranty Clients and must abide by their agreements with HDREPAIR and HDREPAIR’s policies and procedures under such agreements. Service Providers are also provided with a user ID and password for accessing this Web Site, administering their profile and preferences. Service Providers also have authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement. Service Providers may have access to Warranty Clients’ certification procedures and testing through the Web Site. Any conflict between this Agreement and any terms of any independent contractor or other agreement with any Service Provider shall be construed in favor of the independent contractor or other agreement between such Service Provider and HDREPAIR.

(3) “End Users” are customers of Warranty Clients and may have access to specialized services offered by Vendors through the Web Site. End Users may also be provided with a user ID and password for accessing this Web Site, administering their profile and preferences. End User’s also have authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement.

3. UPDATES TO THIS AGREEMENT

We may amend this Agreement at any time by notifying you or your Administrator. The amended Agreement will be effective on the date indicated in the notice. Your continued use of this Web Site after notice of a change indicates your approval of and agreement with the amended Agreement.

4. SYSTEM INTEGRITY

You may not use, send, transmit or otherwise deliver any file, device, software or routine, including but not limited to any viruses, trojan horses, worms or time bombs, or such other devices which may damage or interfere with the proper working of this Web Site or any order being transmitted on our site or to surreptitiously intercept or expropriate any system, data or personal information from this Web Site or which would otherwise be a violation of any law, including without limitation, laws concerning copyright infringement, pornography, export regulations and securities regulations. Your use of this Web Site must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to “spam” or other such unsolicited mass e‑mailing techniques.

5. OBLIGATIONS OF USERS AND HDREPAIR

We do not set nor endorse, the price, contract terms and conditions, quality or conformance advertised or offered by Vendors. Whether or not you agree with a particular Vendor’s terms and conditions or decide to place an order from a particular Vendor offered through the Web Site is completely within your discretion and all contracts for such products or services are directly between you and the applicable Vendor.

WE MAKE NO REPRESENTATION OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO WHETHER A VENDOR OFFERING SERVICES THROUGH THE WEB SITE IS LICENSED TO PROVIDE SERVICES, THE QUALITY, IDENTITY, OR RELIABILITY OF ANY SUCH VENDOR, WHETHER YOU SHOULD ORDER FROM ANY SUCH VENDOR OR OTHERWISE DO BUSINESS WITH ANY VENDOR, THE AVAILABILITY OR PRICE OF ANY VENDOR’S SERVICES ON THIS WEB SITE, THE APPLICABILITY, SUITABILITY OR FAIRNESS OF ANY VENDOR’S TERMS AND CONDITIONS AND WE SHALL NOT BE LIABLE FOR ANY INCORRECT POSTINGS OF ANY VENDOR’S SERVICES OR OTHER APPLICABLE INFORMATION. YOU SHOULD CONTACT THE APPROPRIATE LICENSING AUTHORITY TO VERIFY WHETHER A VENDOR IS LICENSED TO PROVIDE SERVICES.

6. USE OF INFORMATION ON THE WEB SITE

You may download, for your internal business purposes only, a reasonable amount of information from this Web Site. You may NOT incorporate downloaded information into a permanent database for any commercial purpose without our prior written consent. The above limitation on downloading information does not apply to your data that relates to your transactions on the Web Site. You must use this Web Site lawfully and must not reproduce, sell, publish or in any manner commercially exploit any information obtained from this Web Site without our prior written consent. You are solely responsible for your use of this Web Site, including but not limited to any posting or listing in any public message area or through any e-mail feature, as applicable.

We are not liable for any information posted on this Web Site, including but not limited to any information posted by any Vendors. We reserve the right to take any action with respect to information posted on this Web Site which we believe is appropriate in our sole discretion with respect to information posted on this Web Site, including but not limited to termination of this Agreement.

7. LINKS TO THIRD-PARTY SITES

This Web Site may from time to time contain links to third-party web sites not under the control or operation of HDREPAIR. We provide links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site.

8. THIRD PARTY CONTENT AND SERVICES

This Web Site may contain data and services from various Vendors. The content and services are governed by the third parties’ respective terms and conditions. We recommend that you review those terms and conditions. If at any time you are not in compliance with such agreements, we have the right to terminate this Agreement and your access to Services through this Web Site.

9. COMPLIANCE WITH LAWS

You must comply with all applicable laws, statutes, ordinances and regulations regarding your use of this Web Site or your ordering or tracking of Services and posting and retrieval of information on this Web Site, as applicable. You are responsible for paying all applicable fees and taxes you incur with regard to your transactions conducted through this Web Site and/or incurred in connection with your access of our servers. You acknowledge that we have an express policy of complying with the antitrust laws and that the operation of this Web Site is not intended to facilitate and you will not engage in collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you will comply with this section.

10. TERMINATION

We may terminate this Agreement, your postings and orders immediately if you breach any of the provisions of this Agreement or any other agreement you have with HDREPAIR. Furthermore, we may immediately terminate this Agreement and your access to and/or your ability to order or track the Services through this Web Site if you violate any use policies imposed on us by any of our suppliers, if you do not correct the violation within two (2) days after notice from us of your violation, or if we are unable to verify or authenticate any information you provide to us. You may terminate this Agreement thirty (30) days after providing written notice to us. Notwithstanding anything in this Section, when your access to this Web Site is terminated and you have transactions pending, you shall have up to an additional thirty (30) days to access the Web Site for the sole purpose of finalizing such pending transactions, no new transactions shall be made during this period, and you shall continue to comply with this Agreement during such period.

11. PRIVACY AND CONFIDENTIALITY

You and your Administrator must ensure that the user ID’s and passwords used to access this Web Site are proprietary and confidential and must not be disclosed or distributed to third parties as or made available to anyone other than your authorized employees. It is your responsibility to notify us if you need to change or discontinue the Administrator user ID and password and you may only do so by sending us a notice from an authorized officer of your company with signatory authority (as indicated to us in the notice). It is also your Administrator’s responsibility to discontinue any user ID’s and passwords that may be subject to a breach of confidentiality. We recommend that you review our General Terms and Conditions and Privacy Policy, which are part of this Agreement. Although we do not generally sell, rent, distribute or provide your information to third parties, we do aggregate user information about transactions conducted through this Web Site. For example, we may aggregate such information to determine the general demographic makeup of our users, total transaction volume, types of Services, etc. The aggregated information will not identify your specific information, and we retain all intellectual property rights with respect to such aggregate information.

Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon the issuance of a subpoena and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

12. OWNERSHIP

We are the owner or licensee of the all intellectual property rights included in or related to this Web Site (including but not limited to copyrights, trademarks and service marks) and all right, title and interest in this Web Site and the intellectual property rights will remain ours or our Licensor’s property. You may not, and this Agreement does not give you permission to, download, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to this Web Site or use any of the trademarks, service marks logo’s or designs without the express prior written authorization of the owner of such marks. Further, you are not permitted to link to this Web Site without our prior written authorization. Certain content or services may be licensed from third parties and all such third party content or services and all intellectual property rights related to the content belong to the respective third parties. This Web Site contains original works of authorship. Such works of authorship, including but not limited to all code, design, text and images, are owned or licensed (except as otherwise expressly stated) by us. These works of authorship may not be copied, transmitted, displayed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without our express prior written consent.

13. WARRANTIES

WE PROVIDE THIS WEB SITE AND OUR SERVICES “AS IS” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY THAT THIS WEB SITE IS ERROR-FREE. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THIS WEB SITE, AND OPERATION OF THIS SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THIS WEB SITE AT YOUR OWN RISK TO ORDER THE SERVICES FROM VENDORS AT YOUR OWN RISK. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEB SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. INDEMNIFICATION

You agree to indemnify, defend and hold us, and our affiliates and subsidiaries and all of our and our affiliates’ and subsidiaries’ respective officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, actions, costs, liabilities and losses (including attorneys’ fees) resulting from: (i) your use of this Web Site; (ii) your decision to order or not to order from a particular Vendor; (iii) breach of contract or other claims made by Vendors from whom you ordered Services through this Web Site; (iv) your breach of any provision of this Agreement (or any breach by your employees); and/or (v) any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) immediately notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; and (b) cooperating with you in the defense or settlement thereof. We shall be entitled to participate in such defense at our own cost and expense. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.

15. LIMITATION OF LIABILITY

In the event that you have a dispute with one or more users, you release us (and our officers, directors, employees, attorneys and agents) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with this Web Site or such disputes.

Our contracts with certain of our suppliers provide for scheduled preventative and emergency maintenance work. We will have no liability, whatsoever, for the unavailability of this Web Site caused by our supplier’s performance or lack of performance of the maintenance work to keep this Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by any third party acts or any other web host provider or the Internet infrastructure and network external to this Web Site.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations of liability provided in this Agreement inure to the benefit of us, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.

16. NON-SOLICITATION

During this Agreement and for a period of one (1) year after the termination of this Agreement, you agree not to solicit, hire or attempt to hire, directly or indirectly, any of our employees or independent contractors, or employees or independent contractors of our affiliates or subsidiaries. In addition, you agree not to cause or attempt to cause any of our employees or independent contractors, or any employees or independent contractors of our subsidiaries or affiliates, to terminate his or her relationship with us without our prior written consent. [If you solicit or hire any of our employees or independent contractors, or employees or independent contractors of our affiliates or subsidiaries in violation of this Section you shall be required to pay to the us within thirty (30) days one hundred percent (100%) of such personnel’s current annual compensation (including bonuses).]

17. ASSIGNMENT

We will have the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You will not have the right to assign or transfer this Agreement or any rights hereunder to any other person or entity without our prior written consent, which consent may be withheld for any reason or no reason. Any change in control of you, whether by merger, stock or asset acquisition or otherwise, will be deemed to be an attempted assignment of this Agreement and will be grounds for termination. Furthermore, you acknowledge and agree that your access to and use of this Web Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

18. OUR RELATIONSHIP

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement between you and us.

19. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally (unless subject to clause (b)) or if mailed by registered or certified mail, return receipt requested and postage prepaid; (b) at noon on the business day after dispatch if sent by a nationally recognized overnight courier; or (c) upon the completion of transmission (which is confirmed by telephone or by a statement generated by the transmitting machine) if transmitted by telecopy or other means of facsimile which provides immediate or near immediate transmission to compatible equipment in the possession of the recipient.

We will deliver all legal notices to the individual designated as Administrator at the address or telecopy number identified by you when you provide your company information (or at such other address or telecopy number for a party as will be specified by like notice). All notices shall be delivered by you to us at the following address or telecopy number (or at such other address or telecopy number for a party as will be specified by like notice):

If to HDREPAIR:                                                         With a copy to:

HDREPAIR.com, Inc.                                                  Haile, Shaw & Pfaffenberger, PA
4199 North Dixie Highway                                             660 US Highway One
Unit # 5                                                                        Third Floor
Boca Raton, FL 33431                                                   North Palm Beach, FL 33408
Attention: President                                                       Attention: Philip M. DiComo, Esq.

We may send other business notices including, without limitation, amendments to this Agreement and the operation of this Web Site to the Administrator identified during the registration process by e-mail or other similar process. E-mail notices will be deemed given within 12 hours of delivery by us.

20. GOVERNING LAW AND JURISDICTION

This Web Site can be accessed from all 50 states, and is intended for use only in the United States of America. As each of these places has laws that may differ from those of Florida, by accessing this Web Site, you agree that this Agreement and your use of this Web Site shall be governed in all respects by the internal substantive laws of the State of Florida, without regard to conflict of laws provisions. Furthermore, because this Agreement is not for the sale of goods between you and us, this Agreement shall not be governed by either the Uniform Commercial Code or the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the State of Florida, Palm Beach County and further agree that any cause of action you may bring arising under your use of this Web Site shall be brought by you exclusively in a state or federal court located in the State of Florida, Palm Beach County. We make no representation that materials on this Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

21. OTHER GENERAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, and all writings and web pages incorporated by reference into this Agreement, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

By entering the required information and clicking “I AGREE,” you acknowledge your agreement with the provisions contained in this agreement.

ON BEHALF OF MY COMPANY, I AGREE TO THE TERMS AND CONDITIONS AS SET FORTH ABOVE:

* NAME OF COMPANY
* BY: [YOUR NAME]
TITLE:
COMPANY ADDRESS:
* COMPANY EMAIL ADDRESS:
DATE:

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I accept the terms and conditions