HFB Tech, LLC Products and Services General Terms and Conditions.

 

1. INTRODUCTION: HFB TECH, LLC, a Utah limited liability company (“HFB”), agrees to provide you (the “Customer”) with internet based products and services including, but not being limited to domain registrations, logo designs, google listings, and other support and services (“Advertising Services” as further defined in Section 3 below), subject to the Customer’s compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). By engaging HFB to provide Advertising Services, Customer agrees to be bound by the applicable Order (as defined in Section 2), these Terms and Conditions, and all payment terms, both with respect to current Advertising Services and any additional services Customer may obtain from HFB from time to time (all collectively, the “Agreement”).

2. ACCEPTANCE OF THESE TERMS AND CONDITIONS: As used herein, “Customer” means the individual or entity accepting and executing the Order, whether such individual or entity is using the Advertising Services directly or is acting as an agent on behalf of another person or entity. If Customer accepts and executes the Order as an agent, Customer represents and warrants that Customer has full authority to bind the principal to this Agreement, and both Customer and such principal shall be jointly and severally liable for all obligations under this Agreement, as if each had separately executed and agreed to be bound hereby.

Customer, whether acting directly or through an agent or authorized representative, represents and warrants that Customer accepted this Agreement by one or more of the following methods: (i) executing the applicable Small Business Agreement Order Form (the “Order”); (ii) verbally accepting a summary of key provisions relating to payment terms, service terms, and HFB’s cancellation policy; and/or (iii) electronically accepting these Terms and Conditions by responding to an email containing a confirmation link and affirmatively indicating acceptance by checking an “acceptance” box and submitting such acceptance after having an opportunity to review these Terms and Conditions.

3. DESCRIPTION OF THE ADVERTISING SERVICES:  “Advertising Services” means the products and services through which HFB markets Customer’s business, products, or services through various online methods, platforms, and websites. The Advertising Services provided to Customer shall be limited solely to those expressly identified in the applicable Order. Such Advertising Services may include, without limitation, Local Marketing, Search Engine Optimization, Paid Search Services, Social Media Marketing, Social Media Promotions (including coupons and sweepstakes), Feedback and Reviews, Reputation Management, and Call Tracking and Reporting.

Regardless of the specific Advertising Services provided, HFB shall provide Customer with access to an Account Information Page, which Customer may access at any time to review the status of Customer’s account and the Advertising Services being provided. Through the Account Information Page, Customer may determine the Advertising Services currently in effect, the then-current contract term applicable to each Advertising Service, the amount and anticipated date of any automatically recurring payment, and the applicable renewal period.

Customer acknowledges that traffic to Customer’s website or landing pages, including clicks originating from search engines, shopping engines, content sites, or similar platforms, may include misspellings, singular or plural variations, and other related or similar search terms that HFB maps to Customer’s advertising campaigns. Customer further acknowledges that advances in search engine technology, including autocomplete functionality, may reduce the frequency of such misspellings. All keyword campaigns shall include key terms, titles, and descriptions selected by HFB with the objective of optimizing Customer’s return on advertising spend.

Unless Customer has engaged HFB to provide a small-scale website as part of the Advertising Services, Customer is solely responsible for the quality, accuracy, legality, and functionality of Customer’s website, landing pages, and any redirect or linked websites

4. FEES FOR HFB ADVERTISING SERVICES:  Fees and pricing for the Advertising Services are as set forth in the Order. By executing the Order, Customer accepts these Terms and Conditions and expressly agrees to pay all amounts listed in the Order, including all fees and pricing for the Advertising Services listed.

All fees are due and payable in accordance with the fee schedule set forth in the applicable Order and, where applicable, immediately upon Customer’s receipt of an invoice. All fees are non-refundable, including any setup fees or payments for one-time services.

5. PAYMENTS: Customer’s approved method of payment shall be as set forth in the applicable Order and may be changed only with HFB’s prior written approval. All fees shall be paid in United States dollars. Customer is solely responsible for all applicable taxes.

Permitted methods of payment are limited to the following: (i) a credit card authorized for automatic billing by HFB, or (ii) a bank account authorized for automatic debit by HFB. Customer authorizes HFB, and HFB’s designated merchant services provider, to store and process Customer’s financial information for the purpose of facilitating payment of amounts due under this Agreement. Customer is responsible for providing accurate and current payment information and for promptly notifying HFB in writing of any changes thereto, and Customer shall be solely responsible for any failure to do so.

Payments shall be due as specified in the applicable Order, which may be occur either as a one-time payment or as an automatically recurring monthly payment. All payments for Advertising Services are due and payable in advance on a month-to-month basis.

6. LATE PAYMENTS AND INTEREST:  In the event any authorized payment method fails and any amount due is not timely paid, such late payment shall be subject to a late fee equal to the greater of twenty-five dollars ($25) or six percent (6%) of the amount due, not to exceed the maximum amount permitted by applicable law. In addition to any late fee, Customer shall pay interest on all past-due amounts at the rate of five percent (5%) per month, or the maximum rate permitted by applicable law, whichever is greater, together with all reasonable attorneys’ fees and costs incurred by HFB in connection with collection of such amounts.

If Customer is more than sixty (60) days delinquent in the payment of any amounts due, or otherwise defaults in the performance of any obligation under this Agreement, HFB may, at its option and in its sole discretion, upon written notice to Customer, including notice by electronic mail to the email address provided by Customer, terminate all Advertising Services. Upon such termination, HFB shall retain all payments previously made by Customer and may retain ownership of any Domain as provided herein.

7. TERM OF AGREEMENT:   The initial term of the Agreement, and the term of each Advertising Service shall commence as of, and expire at the end of, the applicable term period set forth in the Order, as accepted and executed by the Customer.

Upon expiration of the initial term, this Agreement, as it relates to such Advertising Service, shall automatically renew for successive one-month terms on the monthly anniversary of Customer’s initial acceptance of the Order, unless timely terminated as provided herein.  Following thirty (30) days’ written notice, Customer may be subject to revised terms and conditions and/or revised pricing applicable to the renewed term.

Following the initial term, Customer may cancel any automatically recurring payment, and the Advertising Services associated therewith, by providing written notice to HFB by email. Such notice must include Customer’s name, business name, email address, phone number, physical address, and domain, and must be sent to the email address specified in the Order with “Cancel Service” in the subject line.

If HFB receives such notice no later than 5:00 p.m. United States Mountain Time at least three (3) business days prior to the date the next automatically recurring payment is scheduled to be processed, the next payment shall be cancelled and the applicable Advertising Services shall terminate at the end of the then-current term. If notice is received fewer than three (3) business days prior to the scheduled payment date, the next automatically recurring payment shall be processed as a final payment, the Advertising Services shall continue through the subsequent renewal term, and termination shall occur at the end of that additional renewal term. No partial terms shall be permitted.

8. EARLY TERMINATION FEE: In the event Customer chooses to terminate services prior to completion of the contract term as set forth in the Order, then Customer agrees to pay an early termination fee equal to the remaining Contract Value.  The remaining Contract Value is determined by taking the then remaining number of months agreed to in the times the monthly fees applicable to the Advertising Services.  For example, the Contract Value of Advertising Services of $1,000 for a three month term is $3,000.  If the Customer cancels after the first month the cancellation fee will be $2,000.

9. THREE-DAY CANCELLATION: If, following Customer’s verbal or written acceptance of the Order, Customer no longer wishes to be legally bound by the Agreement, Customer may cancel the Order by providing written notice to HFB within three (3) business days following Customer’s execution of the applicable Order. Such notice must be sent by email to the address specified in the Order, include Customer’s name, business name, email address, physical or mailing address, and domain, and contain “Cancel Services” in the subject line.

Provided that such notice is received by HFB no later than 5:00 p.m. United States Mountain Time within the three (3) business-day period, the Order and all Advertising Services shall be cancelled and neither party shall have any further obligation to the other, except that Customer shall remain responsible for payment of all Advertising Services provided prior to the effective cancellation.

Failure to provide timely notice in strict compliance with the foregoing requirements, together with HFB’s electronic records evidencing Customer’s acceptance, shall constitute Customer’s waiver of any right to cancel, including any right to cancel automatically recurring payments, and shall be Customer’s acknowledgment that Customer has read, understood, and agrees to be legally bound by these Terms and Conditions.

10. PERSONAL INFORMATION: By agreeing to these Terms and Conditions, Customer also agrees to receive information from HFB regarding Customer’s account, and about the Advertising Services provided to Customer (together “Service Messages”). Customer also agrees to receive marketing information from HFB about HFB promotions or announcements or offers to provide additional or enhanced services (“Marketing Messages”). During the time that Customer is receiving the Advertising Services, Customer cannot opt out of the Service Messages. If Customer does not wish to receive the Marketing Messages, it must opt out by sending an email containing Customer’s name and account number, with the subject line “Marketing Messages Opt-Out,” to HFB at the address listed in the Order.

Whether or not Customer accepts these Terms and Conditions, any personally identifiable information provided by Customer shall be subject to HFB’s privacy policy.

11. ACCESS: Customer is authorized to access HFB-owned, operated, or hosted websites that require log in or account information solely to manage Customer’s advertising account(s). Customer agrees that it will not use the site or any content therein for any other purpose and that it will not disseminate or distribute any of said information. Customer’s right to access its account with HFB is personal to Customer and non-assignable and is subject to any limits established by HFB. Customer agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Customer’s account with HFB or to monitor or copy HFB’s website or the content contained therein, except those automated means expressly made available by HFB.

12. LATENCY: Customer understands that, any information or data provided by Customer to HFB may not be processed on a real-time basis and may be subject to the latency of the Internet, the HFB systems and network of third-party partners and search engines.

13. OWNERSHIP OF NON-CUSTOMER PROPERTY: Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, campaign optimizations, computer programs, and other technology supporting or otherwise relating to HFB’s operation of the HFB network, the HFB bid management, task management, and optimization platform and website(s) (collectively, the “HFB Materials”), shall remain at all times solely with HFB and/or with the respective outsourced service provider or author, or with HFB’s Promotional Partner if applicable and if Promotional Partner was the owner of the same. Customer acknowledges that it has not acquired any ownership interest in the HFB Materials and will not acquire any ownership interest in the HFB Materials by reason of this Agreement.

14. OWNERSHIP OF DOMAIN NAME: In the event that the Advertising Services described in the Order includes the registration of a Domain Name, then it is expressly agreed that HFB may register said Domain or Domain Name for the benefit of Customer hereunder and pursuant to the terms hereof. By execution of the Order or otherwise agreeing to its terms, Customer agrees and expressly acknowledges that HFB shall retain legal, equitable, and beneficial ownership of the Domain until such time as the Customer has made all payments in full as may be due under the Order or as set forth in these Terms and Conditions. If Customer does not pay all amounts in full during the term of the Order, then HFB shall retain ownership of the Domain and is under no obligation to convey or transfer the same to Customer. This may include the rights to any and all traffic generated by or passing through said Domain. Otherwise, the Customer may provide a Domain previously purchased, in which, Customer will maintain ownership throughout the term of the Order.

15. CUSTOMER’S SITE: Unless Customer’s website is designed and provided by HFB as a part of its Advertising Services, Customer hereby acknowledges that neither HFB nor any of its affiliates are (if applicable) is responsible for the development, maintenance, and operation of any Customer website, nor for any content or other materials that appear on, and all visitors to, any Customer website, nor is HFB or its affiliates responsible for order entry, payment processing, shipping, cancellations, returns, or customer service concerning orders placed on any Customer website. Customer further warrants that it will not add to or place upon its site any HFB or Promotional Partner owned or licensed content, including but not limited to any HFB search listings, except pursuant to a separate signed affiliate agreement with HFB.

16. CUSTOMER REPRESENTATIONS AND WARRANTIES: Customer represents and warrants to HFB that for and continuing throughout the term of this Agreement:

• a. this Agreement constitutes a valid, binding, and enforceable agreement in accordance with all terms;
• b. Customer is responsible for its own responsiveness to communications and inquiries from HFB and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Advertising Services;
• c. Information, content, images or data that Customer (including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Customer’s knowledge and that Customer has a legal right to use such information, content, images or data;
• d. Customer is the authorized owner or representative of the website(s) for which Advertising Services will be performed unless the website to be promoted by the Advertising Services is designed and provided by HFB; and,
• e. Customer’s website and information, content, images or data provided to HFB does not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

17. CUSTOMER COVENANTS: Customer further expressly agrees and warrants as follows:

• a. Customer will not hold HFB or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Customer’s website(s) through Advertising Services.
• b. In the event that Customer has been referred to the Advertising Services by or through an HFB partnership promotion, such that Promotional Partner is a beneficiary of these terms and conditions, Customer agrees that HFB may share all data it obtains, including product performance data, with Promotional Partner, and Promotional Partner shall have the same rights to access and use said data as HFB itself.
• c. Customer agrees that if the Advertising Services ordered from HFB include paid search management, and if the paid search management is being performed through an existing account rather than HFB’s account, then Customer will grant HFB exclusive administrative access to said account. Customer may retain read-only access, but will allow HFB to perform the Advertising Services without shared administrative rights. Customer acknowledges that this is necessary for HFB to effectively perform the Advertising Services.
• d. Customer will not, for a period of one (1) year following the date on which the term of this Agreement ends, either (a) solicit for employment any employee or independent contractor employed by HFB, (b) advise or encourage any employee or independent contractor employed by HFB to terminate employment with HFB, or (c) knowingly interfere or attempt to interfere with the employment relationship between HFB and any of its employees or with any relationship between HFB and any independent contractor who performs services for HFB. Notwithstanding the foregoing, general solicitations for employment (i.e., through job boards or general advertisements) and any employment relationship established as a result of responses to general solicitations for employment shall not be deemed a violation of this Customer Covenant.
• e. If Customer sells or promotes adult materials, alcohol or tobacco products, controlled substances, prescription medications or over-the-counter medications, or other age-restricted products and/or services, Customer will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted; and (iii) agrees that Customer will indemnify HFB against any claims, losses, damages, fines, penalties, or the like which may be sought, assessed, or imposed as a result of Customer’s sale or promotion of such products or services.

18. ASSUMPTION OF LOSS OR DAMAGE: All risks of loss or damage of or to the Customer, Customers employees, agents, assigns, directors, managers, members, or any third party beneficiary of Customer resulting from the content of Customer, actions of Customer, or in any way related to this Agreement, from whatever cause, are hereby assumed by the Customer during the term of this Agreement and for a period of two years beyond the term hereof.

19. CUSTOMER INDEMNIFICATION OBLIGATIONS: Customer agrees to indemnify, defend, and hold harmless HFB, its distribution partners including Promotional Partner if applicable, their respective licencors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Customer, Customer’s client’s website(s) or contents therein, Customer’s conduct, acts or omissions, or any alleged or proven breach by Customer of any term, condition, agreement, representation, or warranty herein. This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Customer of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Customer at Customer’s expense. An Indemnified Party shall have sole discretion to accept or reject the law firm Customer chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Customer may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party. An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, HFB shall have the right to set off any liability of Customer to HFB with respect to a Claim against any amounts held on deposit with HFB by Customer.

20. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER:  Customer agrees that neither HFB nor any Promotional Partner shall be liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates arising from any interruption of service or the unavailability of the Internet or any website on which advertisements are published, regardless of cause. Customer further acknowledges that errors or mistakes in the performance of the Advertising Services, including misspellings or miscommunications, do not entitle Customer to any refund. Customer shall provide HFB with timely notice of any alleged errors or omissions and allow HFB a reasonable opportunity to cure. HFB makes no representations or warranties regarding the results of the Advertising Services, including the number of impressions, click-throughs, leads, promotional effect, sales or revenue generated, or return on investment. To the extent HFB relies on third-party data, HFB makes no guarantees as to the accuracy, reliability, or completeness of such data, including usage statistics.

HFB DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HFB DISCLAIMS ANY WARRANTY THAT ANY SERVICES PROVIDED WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT SERVICES WILL BE ERROR FREE, BE UNINTERRUPTED, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR THAT ANY COMPUTER SYSTEMS WILL BE OR WILL REMAIN PROTECTED FROM THREATS, VIRUSES, ATTACKS, OR ANY OTHER TYPE OF NEGATIVE IMPACT.

IN NO EVENT SHALL HFB OR ANY PROMOTIONAL PARTNER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (a) LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR DIMINUTION IN VALUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (b) BUSINESS INTERRUPTION, IMPAIRMENT, DELAY, OR INABILITY TO USE; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR ANY BREACH OF DATA OR SYSTEM SECURITY; OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT HFB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

21. Limitation of Monetary Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HFB OR ANY PROMOTIONAL PARTNER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO HFB UNDER THIS AGREEMENT IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT THE ADVERTISING SERVICES ARE PROVIDED AND USED AT CUSTOMER’S OWN RISK. HFB MAKES NO WARRANTY THAT THE ADVERTISING SERVICES WILL MEET CUSTOMER REQUIREMENTS OR BE ERROR-FREE, SECURE, UNINTERRUPTED, OR TIMELY.

22. Exclusive Remedies. THIS SECTION ALONG WITH SECTIONS 20 AND 21 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND HFB’S SOLE LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIMS, ACTUAL OR ALLEGED, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING THE ADVERTISING SERVICES AND ANY ASSOCIATED SOFTWARE.

23. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Customer, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. Customer agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of the Advertising Services, shall be bound by, and shall abide by, these Terms and Conditions. Furthermore, the Order, including the terms hereof shall not be assignable by the Customer without the prior written consent of HFB.

24. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the State of Utah, and the parties agree that any legal action, mediation, arbitration, suit, or proceeding arising out of or relating to this Agreement or the agreements and transactions contemplated hereby shall be instituted exclusively in Washington County, Utah. The parties irrevocably submit to the exclusive jurisdiction and venue of such courts and waive any objection now or hereafter asserted to personal jurisdiction or venue in such courts and expressly waive the right to a trial by jury.

Customer further agrees and consents to service of process, notices, and pleadings by electronic mail at the email address provided by Customer in connection with this Agreement, which service shall be deemed valid and effective service to the fullest extent permitted under applicable law, in addition to any other method of service permitted by law.

25. ENTIRE AGREEMENT: This document, together with the Order and any other materials, documents, or agreements incorporated by reference herein, constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

26. NO THIRD PARTY BENEFICIARIES: The covenants, and agreements set forth in the Order and these Terms and Conditions are solely for the benefit of and enforceable by the Parties hereto.

27. MANDATORY MEDIATION: With the exception of non-payment by the Customer, in the event of any dispute related to this Agreement, the parties hereto agree that no action shall be brought in Court until after the dispute has been mediated by the parties hereto. The parties agree that said mediation must include a good faith effort by both parties and said mediation shall be held at a reasonable time for both parties by a mutually agreeable mediator within the city of St. George, Utah.

28. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to recover all costs, including all reasonable attorneys’ fees from the non-prevailing party.

29. PERSONAL GUARANTY: The individual executing the Order for and on behalf of the Customer, by accepting the Order, whether by signing the Order, verbally accepting the Order to by clicking the box indicating the Customer’s approval of the Order and these Terms and Conditions which are incorporated therein by reference, hereby expressly agrees and acknowledges, individually and not in any corporate capacity, that he/she will benefit from the Order and these Terms and Conditions and therefore as an inducement to HFB to enter into this Agreement with Customer hereby agrees to individually and personally guarantee Customer’s performance and obligations pursuant to the Order, to pay any and all costs or fees of collection incurred by HFB to enforce its rights hereunder including reasonable attorneys’ fees.  HFB may choose, in HFB’s sole and absolute discretion, to seek recourse against either the Customer or the individual executing this agreement. This guaranty provision of the Agreement shall be the primary obligation of the undersigned. The undersigned agrees that HFB may proceed under the Agreement or this section providing for a guaranty separately or collectively without prejudicing or waiving any of its rights under the Agreement. It is the intent of the parties that this Guaranty is binding on the undersigned and his/her personal representatives, successors, and assigns and shall inure to the benefit of HFB and its successors and assigns.

30. NON-DISPARAGEMENT: Except as expressly permitted in writing by HFB, Customer shall not, directly or indirectly, make, publish, authorize, or encourage any public or nonpublic statements, comments, reviews, or communications, whether written, oral, electronic, or otherwise, that are negative, disparaging, defamatory, misleading, or adverse to the reputation, business, products, services, officers, directors, employees, agents, or affiliates of HFB or its Promotional Partners. This prohibition includes, without limitation, statements or communications to media outlets, review boards, consumer protection agencies, websites or online platforms (including social media and review sites), or to any other third party, whether made personally or through agents, representatives, contractors, or affiliates.

This restriction applies to all forms of communication, including statements made: (a) to media outlets, regulators, or review boards; (b) on websites, social media platforms, forums, or review sites; (c) to customers, vendors, competitors, or other third parties; and
(d) personally or through any agent, representative, affiliate, contractor, or other intermediary.