Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the website located at https://www.hedgehealth.autos (hereinafter referred to as the Website) and any services provided by Hedge Health LLC, a Utah limited liability company (hereinafter referred to as Hedge Health, we, us, or our), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (hereinafter referred to as the Terms), together with our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, the terms you and your as used in these Terms shall refer to such entity. If you do not have such authority or if you do not agree with any provision of these Terms, you must not access or use our Website or services.

These Terms constitute a legally binding agreement between you and Hedge Health LLC governing your access to and use of the Website and all related services, content, functionality, and applications offered on or through the Website. Your continued use of the Website following the posting of modified Terms constitutes your acceptance of those modifications.

2. Description of Services

Hedge Health LLC provides computer systems design and related professional, scientific, and technical services including but not limited to:

• Computer systems architecture design and engineering consultation
• Custom software design, development, and integration services
• Enterprise cloud infrastructure strategy, migration, and management
• Cybersecurity assessment, implementation, and monitoring services
• Network architecture design and optimization
• Data engineering, analytics platform development, and business intelligence solutions
• IT systems integration, modernization, and digital transformation consulting
• Technical project management and technology advisory services

The specific scope, deliverables, timeline, and fees for any engagement shall be set forth in a separate written agreement, statement of work, or service order executed by both parties. The services described on our Website are for informational purposes only and do not constitute a binding offer to provide services. All service engagements are subject to the execution of a definitive agreement.

3. User Obligations and Conduct

As a user of our Website and recipient of our services, you agree to the following obligations:

• Accurate Information: You shall provide true, accurate, current, and complete information about yourself and your organization as prompted by any forms, registration processes, or service agreements, and you shall maintain and promptly update such information to keep it accurate and complete.
• Lawful Use: You shall use the Website and our services solely for lawful purposes and in compliance with all applicable federal, state, local, and international laws, regulations, and ordinances.
• Prohibited Activities: You shall not engage in any activity that interferes with or disrupts the Website, our servers, or our networks; attempt to gain unauthorized access to any portion of the Website, our systems, or any other systems or networks connected to the Website; use any robot, spider, scraper, or other automated means to access the Website for any purpose; or upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• System Security: You shall not attempt to probe, scan, or test the vulnerability of the Website or any connected system or network, or breach any security or authentication measures. You shall not introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Cooperation: You shall provide reasonable cooperation, access to information and personnel, and timely decision-making as necessary for Hedge Health to perform the agreed-upon services. Delays caused by your failure to cooperate may result in adjustments to project timelines and fees.
• Credentials and Security: You are responsible for maintaining the confidentiality of any account credentials, access keys, or authentication tokens provided to you. You shall notify us immediately of any unauthorized use of your account or any other breach of security.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Website and its entire contents, features, and functionality, including but not limited to all information, text, displays, graphics, logos, button icons, images, audio, video, data compilations, software code, and the design, selection, and arrangement thereof (collectively, the Content), are owned by Hedge Health LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Hedge Health name, the Hedge Health logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Hedge Health LLC or its affiliates. You must not use such marks without the prior written permission of Hedge Health LLC. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

4.2 License to Use Website

Subject to your compliance with these Terms, Hedge Health LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website for your personal or internal business purposes. This license does not include any right to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website except as incidental to normal web browsing or as explicitly authorized in writing by us.

4.3 Work Product and Deliverables

Unless otherwise explicitly agreed in a written service agreement, all work product, deliverables, designs, code, documentation, methodologies, tools, frameworks, and intellectual property created by Hedge Health in the course of providing services (collectively, Work Product) shall remain the sole and exclusive property of Hedge Health LLC, subject to a non-exclusive, perpetual license granted to the client for internal business use. Any assignment of intellectual property rights in Work Product to the client must be expressly set forth in the applicable service agreement and may be subject to additional fees.

You retain ownership of all materials, data, and intellectual property that you provide to us for use in connection with the services (Client Materials). You grant us a limited, non-exclusive license to use Client Materials solely as necessary to perform the services under the applicable agreement.

5. Confidentiality

In the course of our engagement, each party may disclose to the other certain proprietary, confidential, or trade secret information. Confidential Information means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party agrees to: (a) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care; (b) not use any Confidential Information for any purpose outside the scope of these Terms or the applicable service agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and agents who need access for the performance of services and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality.

6. Payment Terms and Fees

The fees for our services, payment schedules, and invoicing procedures shall be set forth in the applicable statement of work, service order, or engagement letter. Unless otherwise specified, all fees are quoted and payable in United States dollars and are exclusive of applicable taxes, which shall be the responsibility of the client. Standard payment terms are net 30 days from the date of invoice unless alternative terms are specified in the service agreement.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. We reserve the right to suspend services if payment is more than 15 days past due after providing written notice. You shall reimburse us for all reasonable costs, including attorneys' fees, incurred in collecting any past due amounts.

Unless otherwise specified, expenses incurred in connection with the provision of services, including travel, lodging, meals, shipping, materials, and third-party software licenses or subscription fees, shall be billed to the client at cost or as otherwise specified in the service agreement. Pre-approved expense limits may be established in the applicable statement of work.

7. Termination

Hedge Health LLC reserves the right to terminate or suspend your access to the Website, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Provisions of these Terms that by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

For service engagements, either party may terminate the agreement in accordance with the termination provisions specified in the applicable service agreement. In the absence of specific termination provisions, either party may terminate for convenience upon 30 days written notice, or for cause immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within 15 days after receiving written notice of the breach.

Upon termination of a service engagement, you shall pay all outstanding fees and expenses incurred through the effective date of termination. Hedge Health shall deliver to you all Work Product completed as of the termination date that has been paid for in accordance with the applicable agreement. Any licenses granted to you shall terminate, and you shall cease all use of any proprietary materials of Hedge Health.

8. Warranties and Disclaimers

8.1 Service Warranty

Hedge Health LLC warrants that its services shall be performed in a professional and workmanlike manner consistent with industry standards. This warranty shall be valid for a period of 30 days following completion of the applicable services. Your sole and exclusive remedy for breach of this warranty shall be the reperformance of the nonconforming services at no additional charge, or if reperformance is not commercially reasonable, a refund of the fees paid for the nonconforming portion of the services.

8.2 Website Disclaimer

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ARE PROVIDED BY HEDGE HEALTH ON AN AS IS AND AS AVAILABLE BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. HEDGE HEALTH LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEDGE HEALTH LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HEDGE HEALTH LLC DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEDGE HEALTH LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF HEDGE HEALTH LLC FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO HEDGE HEALTH LLC DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS ($1,000.00). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

Some jurisdictions do not allow the exclusion or limitation of certain damages or the limitation of liability for certain types of claims. If you reside in such a jurisdiction, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights under the laws of your jurisdiction.

10. Indemnification

You agree to defend, indemnify, and hold harmless Hedge Health LLC, its officers, directors, employees, agents, subsidiaries, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your use of and access to the Website and services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; (d) any claim that your Client Materials or any content you submit caused damage to a third party; or (e) your gross negligence, willful misconduct, or fraud. This defense and indemnification obligation shall survive these Terms and your use of the Website and services.

Hedge Health LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Hedge Health LLC in asserting any available defenses. You shall not settle any matter subject to indemnification without the prior written consent of Hedge Health LLC.

11. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Subject to the Dispute Resolution provisions set forth below, any legal suit, action, or proceeding arising out of or related to these Terms or the Website shall be instituted exclusively in the federal or state courts located in Salt Lake County, Utah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You agree that you shall not bring any claim against Hedge Health LLC in any jurisdiction other than Salt Lake County, Utah.

12. Dispute Resolution

12.1 Informal Resolution

Before filing any formal legal action, you and Hedge Health LLC agree to attempt to resolve any dispute informally. You agree to first contact us at office@hedgehealth.autos with a written description of the dispute, including your name, contact information, the nature of the dispute, and the relief you seek. We will contact you within 30 days to attempt in good faith to resolve the dispute through informal negotiation. This informal resolution process is a precondition to commencing any formal legal action.

12.2 Arbitration

If the dispute cannot be resolved through informal negotiation within 60 days, either party may elect to resolve the dispute through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake City, Utah, by a single arbitrator with experience in technology services disputes. The arbitration shall be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.3 Class Action Waiver

YOU AND HEDGE HEALTH LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND HEDGE HEALTH LLC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

13. Modifications to Terms

Hedge Health LLC reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. When we make material changes, we will post the updated Terms on this page and update the Last updated date at the top of this document. We may also provide additional notice of significant changes through email notification to registered clients or through a prominent notice displayed on our Website homepage.

Your continued use of the Website after the effective date of any modified Terms constitutes your acceptance of those modifications. If you do not agree to the modified Terms, you must discontinue your use of the Website and services. It is your responsibility to review these Terms periodically for changes. The most current version of the Terms will always be available on this page.

14. Miscellaneous Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Hedge Health LLC concerning your use of the Website and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between you and Hedge Health LLC.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties' original intention as closely as possible in accordance with applicable law, and the remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Any failure of Hedge Health LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms, or any of your rights or obligations hereunder, without the prior written consent of Hedge Health LLC. Hedge Health LLC may assign or transfer these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.
• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, or failures of telecommunications networks, internet service providers, or third-party hosting services.
• Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Hedge Health LLC. Hedge Health LLC is an independent contractor in all respects with respect to the provision of services to clients.
• Headings: The section headings in these Terms are for convenience only and shall not affect the interpretation or construction of any provision herein.
• Survival: All provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 4 (Intellectual Property), 5 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution).

15. Contact Information

If you have any questions, comments, or concerns regarding these Terms of Service, or if you need to provide legal notices, please contact us using the following information:

All legal notices must be sent in writing to the address above with a copy sent via email to office@hedgehealth.autos. Notices shall be deemed given upon receipt if delivered personally, three business days after mailing if sent by certified or registered mail, or upon confirmation of receipt if sent by email during normal business hours.