Terms of Service Agreement

For purposes of this Agreement:

• “Authorized User” means an individual authorized by Customer to access or use the Services under Customer’s subscription.
• “Customer Data” means data, information, files, configurations, printer information, user information, and other content submitted to, stored by, or processed through the Services by or on behalf of Customer.
• “Documentation” means user guides, technical documentation, installation instructions, and other materials provided by HiFi Print concerning the Services.
• “Services” means the HiFi Print software, platform, applications, components, updates, documentation, and related services provided by HiFi Print.
• “Subscription Term” means the twelve-month subscription period purchased by Customer.
• “Third-Party Products” means third-party hardware, software, operating systems, printer drivers, printer hardware, cloud services, or other products or services not owned or controlled by HiFi Print.

HiFi Print provides software designed to assist organizations and individuals with printer deployment and management.

The Services may replace or reduce reliance on traditional Group Policy Object (“GPO”) printer deployment and Windows print-server infrastructure by providing centralized management capabilities that may include:

• Deployment of printer drivers;
• Creation and management of printer queues directly on endpoints;
• Printer configuration and deployment;
• Reconciliation and synchronization of printer configurations;
• Centralized printer deployment and management; and
• Other functionality described in the applicable Documentation.

The specific features available to Customer may depend upon the subscription purchased.

2.1 Local Network Processing

HiFi Print is designed so that printer deployment and management operations may be performed within Customer’s network environment.

Unless expressly agreed otherwise in writing, HiFi Print does not intentionally transmit Customer’s printer-management data, Customer Data, or Protected Health Information to HiFi Print’s servers for processing.

Customer acknowledges, however, that certain functions necessary to provide licensing, authentication, software updates, technical support, security, or other services may require limited communications between Customer’s environment and HiFi Print or third-party infrastructure.

HiFi Print will not intentionally collect or transmit Protected Health Information (“PHI”) through the Services except as expressly agreed in writing.

You represent and warrant that:

1. You are at least eighteen (18) years old;
2. You have the legal capacity to enter into this Agreement; and
3. If you are accepting this Agreement on behalf of a business or organization, you have authority to bind that organization.

If you are using the Services on behalf of a business, you are responsible for ensuring that all Authorized Users comply with this Agreement.

Subject to Customer’s payment of all applicable fees and continued compliance with this Agreement, HiFi Print grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Services during the applicable Subscription Term.

The license is limited to the number of users, endpoints, printers, devices, locations, or other usage limits specified in Customer’s subscription or order.

Customer may not:

• Resell, sublicense, lease, rent, or distribute the Services;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except to the limited extent expressly permitted by applicable law;
• Modify or create derivative works of the Services;
• Circumvent licensing or usage restrictions;
• Remove proprietary notices;
• Use the Services to develop a competing product or service;
• Provide access to the Services to unauthorized third parties; or
• Use the Services in violation of applicable law.

Subscriptions are purchased for a twelve-month period unless otherwise stated in a written order or agreement.

Unless otherwise specified, the Subscription Term begins on the date the subscription is activated.

At the end of the initial Subscription Term, the subscription will automatically renew for successive twelve-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Renewal pricing may be changed by HiFi Print upon reasonable advance notice to Customer.

Customer agrees to pay all fees associated with its selected subscription.

Unless otherwise stated:

• Subscription fees are billed annually in advance;
• Fees are non-refundable except as expressly provided in this Agreement;
• Customer is responsible for applicable taxes, duties, or governmental charges, excluding taxes based on HiFi Print’s net income;
• Customer must maintain accurate billing information; and
• Failure to pay applicable fees may result in suspension or termination of access to the Services.

If payment is not received when due, HiFi Print may provide written notice and a reasonable opportunity to cure the payment default before suspending Services.

Customer is responsible for:

1. Installing and configuring the Services appropriately;
2. Maintaining compatible hardware, operating systems, network infrastructure, and other required systems;
3. Maintaining appropriate administrative and security controls;
4. Managing Authorized User access;
5. Protecting account credentials;
6. Maintaining appropriate backups of Customer systems and data;
7. Ensuring that printer hardware and third-party software are compatible with the Services;
8. Using the Services in compliance with applicable law; and
9. Obtaining all necessary rights, licenses, consents, and permissions relating to Customer Data.

Customer is solely responsible for determining whether the Services are appropriate for Customer’s particular environment.

As between the parties, Customer retains all rights, title, and interest in Customer Data.

Customer grants HiFi Print a limited license to access, process, transmit, and use Customer Data only to the extent reasonably necessary to:

• Provide the Services;
• Provide technical support;
• Maintain and improve the Services;
• Prevent fraud, abuse, and security threats;
• Comply with applicable law; or
• Perform obligations under this Agreement.

HiFi Print will not sell Customer Data.

HiFi Print will not use Customer Data for advertising purposes without Customer’s express written consent.

Customer acknowledges that the Services may be used in environments subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations.

If Customer is a Covered Entity or Business Associate and HiFi Print is determined to be a Business Associate with respect to Customer, the parties will enter into a separate Business Associate Agreement (“BAA”) as required by applicable law.

To the extent a BAA applies, the BAA will govern the parties’ respective obligations regarding Protected Health Information (“PHI”) and will control over conflicting provisions of this Agreement with respect to PHI.

Customer is responsible for determining whether its use of the Services involves PHI and whether a BAA is required.

HiFi Print will implement reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and applicable legal requirements.

Customer remains responsible for:

• Configuring its environment appropriately;
• Restricting access to PHI;
• Maintaining appropriate endpoint security;
• Implementing appropriate access controls;
• Ensuring that its use of the Services complies with HIPAA and other applicable laws; and
• Obtaining any required patient or individual authorizations.

Nothing in this Agreement constitutes legal advice or a determination that Customer’s use of the Services satisfies HIPAA or any other regulatory requirement.

HiFi Print will maintain reasonable administrative, technical, and organizational safeguards designed to protect information under its control against unauthorized access, use, alteration, disclosure, or destruction.

Customer acknowledges that no software, network, or security system can be guaranteed to be completely secure.

Customer is responsible for maintaining the security of its own network, endpoints, credentials, operating systems, firewalls, antivirus/endpoint protection, and other infrastructure.

Customer must promptly notify HiFi Print if it becomes aware of unauthorized access to its HiFi Print account or other suspected security incident involving the Services.

HiFi Print may periodically release updates, patches, bug fixes, security improvements, enhancements, or new versions of the Services.

Customer agrees to permit reasonable updates necessary to maintain the security, functionality, or compatibility of the Services.

HiFi Print may modify, discontinue, or replace features from time to time, provided that HiFi Print will not materially reduce the core functionality of the Services during a then-current paid Subscription Term without reasonable notice.

The Services may interact with Third-Party Products, including printer hardware, printer drivers, operating systems, networks, and other software.

HiFi Print does not control and is not responsible for Third-Party Products.

Customer is responsible for obtaining and maintaining all required third-party licenses, hardware, software, and services.

HiFi Print does not warrant that every printer, driver, operating system, or third-party product will be compatible with the Services.

HiFi Print and its licensors retain all rights, title, and interest in and to:

• The Services;
• Software source and object code;
• Algorithms;
• Designs;
• Interfaces;
• Documentation;
• Trademarks;
• Logos;
• Trade secrets;
• Know-how; and
• All other intellectual property associated with the Services.

Except for the limited license expressly granted in this Agreement, no rights are transferred to Customer.

Customer may provide suggestions, recommendations, or feedback regarding the Services. Customer grants HiFi Print a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without compensation or attribution.

Each party may receive confidential information belonging to the other party.

“Confidential Information” means non-public information that is identified as confidential or that reasonably should be understood to be confidential based on the nature of the information and circumstances of disclosure.

The receiving party will:

1. Use Confidential Information only to perform its obligations or exercise its rights under this Agreement;
2. Protect Confidential Information using reasonable care; and
3. Not disclose Confidential Information to unauthorized third parties.

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party;
• Was lawfully known before disclosure;
• Is independently developed without use of Confidential Information; or
• Is lawfully obtained from a third party without confidentiality restrictions.

A party may disclose Confidential Information when required by law, provided legally permitted notice is given to the other party.

Customer may not use the Services to:

• Violate applicable laws or regulations;
• Infringe intellectual property or privacy rights;
• Facilitate unauthorized access to computer systems;
• Introduce malicious software;
• Circumvent security mechanisms;
• Interfere with the operation of the Services;
• Attempt unauthorized access to HiFi Print systems;
• Reverse engineer the Services except where legally permitted;
• Use the Services for unlawful purposes; or
• Engage in activity that creates an unreasonable security or operational risk to HiFi Print or other customers.

HiFi Print may suspend access to the Services when reasonably necessary to address a security threat, unlawful activity, or material violation of this Agreement.

HiFi Print warrants that, during the applicable Subscription Term, the Services will materially perform in accordance with the applicable Documentation when used in accordance with the Documentation.

Customer’s exclusive remedy for a material breach of this warranty is for HiFi Print, at its option, to:

1. Correct the nonconformity;
2. Provide a reasonable workaround; or
3. If HiFi Print cannot reasonably correct the issue, terminate the affected Services and refund the unused portion of prepaid subscription fees attributable to the terminated period.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIFI PRINT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HiFi Print does not warrant that the Services will be uninterrupted, error-free, completely secure, or compatible with every hardware, operating system, printer, driver, or third-party product.

The Services are not medical software and do not provide medical advice, diagnosis, treatment, or clinical decision-making.

HiFi Print does not represent that use of the Services alone will satisfy HIPAA, HITECH, state privacy laws, or other healthcare regulatory requirements.

Customer is responsible for determining whether its overall information-security environment and use of the Services satisfy its legal and regulatory obligations.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIFI PRINT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIFI PRINT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO HIFI PRINT FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this section do not apply to liability that cannot legally be limited or excluded under applicable law.

Customer agrees to defend, indemnify, and hold harmless HiFi Print and its members, managers, officers, employees, contractors, and agents from claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Customer’s violation of this Agreement;
2. Customer’s unlawful use of the Services;
3. Customer Data;
4. Customer’s violation of a third party’s rights;
5. Customer’s failure to obtain necessary permissions or authorizations; or
6. Customer’s misuse of the Services.

HiFi Print will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense.

This Agreement begins when Customer accepts these Terms or purchases the Services and continues until terminated.

Either party may elect not to renew the Agreement at the end of the then-current Subscription Term by providing the required notice.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice.

HiFi Print may immediately suspend or terminate access when reasonably necessary to address:

• A serious security threat;
• Fraudulent activity;
• Illegal activity;
• Unauthorized access;
• Material abuse of the Services; or
• A material violation that cannot reasonably be cured.

Upon termination:

• Customer’s license to use the Services ends;
• Customer must cease use of the Services;
• Customer remains responsible for amounts accrued before termination; and
• Each party will return or destroy Confidential Information as required by this Agreement, subject to legal retention requirements.

Upon expiration or termination, Customer may request access to Customer Data maintained by HiFi Print, subject to the capabilities of the Services and any applicable retention requirements.

Unless otherwise required by law or a separate written agreement, HiFi Print may delete Customer Data following termination after a reasonable retention period.

Because the Services are designed primarily for deployment within Customer’s network, Customer is responsible for maintaining appropriate copies and backups of Customer Data and configurations maintained within Customer’s environment.

Except where prohibited by applicable law, any dispute, controversy, or claim arising out of or relating to this Agreement or the Services will be resolved through binding arbitration rather than in court.

The arbitration will be administered by a mutually agreed arbitration provider under its applicable commercial arbitration rules.

The arbitration will take place in Mississippi unless the parties mutually agree otherwise.

The arbitrator will have authority to award the same individual remedies that a court could award under applicable law.

Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction when necessary to protect intellectual property, confidential information, security interests, or prevent irreparable harm.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AND HIFI PRINT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. Unless both parties expressly agree otherwise in writing, the arbitrator may not consolidate claims involving more than one customer or preside over any representative or class proceeding.

This Agreement will be governed by and interpreted under the laws of the State of Mississippi, without regard to its conflict-of-law principles. Subject to the arbitration provisions above, any court proceeding permitted under this Agreement will be brought in a court of competent jurisdiction located in Mississippi.

HiFi Print will not be liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, telecommunications failures, internet outages, power failures, cyberattacks by third parties, or failures of third-party infrastructure.

HiFi Print may modify these Terms from time to time.

For material changes, HiFi Print will provide reasonable notice before the changes become effective.

If Customer continues to use the Services after the effective date of the revised Terms, Customer will be deemed to have accepted the revised Terms.

Changes will not retroactively modify rights or obligations accrued before the effective date.

Notices under this Agreement must be provided in writing.

Notices to HiFi Print must be sent to HiFi Print, LLC at support@hifiprint.com.

Notices to Customer may be sent to the email address or physical address associated with Customer’s account.

Electronic notices will be considered written notice when permitted by applicable law.

Customer may not assign or transfer this Agreement without HiFi Print’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets.

HiFi Print may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets.

If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

A party’s failure to enforce any provision of this Agreement will not constitute a waiver of its right to enforce that provision later.

This Agreement, together with any applicable order form, subscription agreement, Privacy Policy, Business Associate Agreement, and other written agreements expressly incorporated herein, constitutes the entire agreement between the parties concerning the Services. If there is a conflict between documents, the following order of precedence will apply:

1. Business Associate Agreement, solely with respect to PHI;
2. A separately executed written agreement or order form;
3. These Terms of Service; and
4. Other incorporated policies or documentation.

Customer agrees that clicking an “Accept,” “Subscribe,” “Purchase,” or similar button, completing an electronic acceptance process, purchasing a subscription, installing the Services, or using the Services constitutes Customer’s electronic signature and acceptance of this Agreement. Electronic records of acceptance will be considered evidence of Customer’s agreement to these Terms.

Questions concerning these Terms or the Services may be directed to:

HiFi Print, LLC — support@hifiprint.com — hifiprint.com