WELCOME TO THE FLOCK

1. Services and Subscription

1.1. HatchTracker agrees to provide Customer with access to the HatchTracker software application (the “Application”) and certain features and capabilities provided through the Application that are available to Customer depending on the subscription plan Customer purchased (the “Services”).

1.2. Customer may choose from the subscription plans listed on the Services. Each subscription plan specifies the number of seats through which Customer’s Authorized User(s) (“Authorized Users”) may access the Services pursuant to Customer’s registration. Any use of the Application by any party that is not an Authorized User is strictly prohibited and will be considered a breach of this Agreement.

1.3. If Customer chooses to use any of the other third-party products or services offered in the Application, then Customer acknowledges that its use of such other products and services are governed by the legal terms and conditions of the third-party provider of the products and services. Customer agrees to comply with all applicable legal terms and conditions of such other products and services offered in the Application.

2. License

2.1. As part of the Services, HatchTracker grants Customer and its Authorized Users a limited, non-exclusive, revocable, non-transferrable license to use the Application, subject to those restrictions detailed in this Agreement. The license granted under this Section is limited to Customer and the specified number of Authorized Users included with the subscription plan purchased by Customer. Customer is required to pay a separate subscription fee for each Authorized User. For clarity, the Application includes any modified versions, updates, or upgrades to the Application, so long as such modifications are included in Customer’s subscription plan.

2.2. Customer agrees to: (i) be responsible for compliance with this Agreement by all of Customer’s Authorized Users; (ii) be responsible for the accuracy and lawful collection and use of any data, including personal information of Authorized Users, that is provided to HatchTracker or input to the Services by Customer and its Authorized Users; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify HatchTracker promptly of any unauthorized access or use; and (iv) use the Services and ensure use by Customer’s Authorized Users of the Services only in accordance with this Agreement and all applicable laws. Any use of the Services in violation of the foregoing by Customer its Authorized Users that in HatchTracker’s sole judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

3. Fees and Billing

3.1. Customer acknowledges that its access to the Application and HatchTracker’s obligation to provide the Services is contingent on Customer paying the subscription fee as detailed on the HatchTracker website for the plan Customer purchased (the “Subscription Fee”). Subscription Fees will be billed in advance of each month or other regular interval as determined by Customer’s subscription plan and are subject to the terms and conditions detailed in this Agreement.

3.2. By creating an account and selecting a subscription plan on the Services, Customer expressly authorizes HatchTracker to charge Customer’s payment method for the Subscription Fee due hereunder at each renewal term of Customer’s subscription plan, along with any sales and use taxes and any late fees or interest (described in Section 3.4). If you select a subscription plan with an upfront annual payment, Customer must pay the annual fee before HatchTracker grants the Customer access to its products and services.

3.3. If Customer chooses a monthly subscription plan, Customer agrees to pay the monthly subscription fee by the third (3rd) day of each month by automatic charge to Customer’s payment method on file with HatchTracker.

3.4. Customer represents and warrants that the payment information Customer provides to HatchTracker is correct and accurate and Customer is using a payment method that Customer are legally authorized to use for this purpose. Customer agrees that Customer is solely liable for any payment or credit card fraud, abuse, or unauthorized use by Customer or others. Payments are nonrefundable, and there are no refunds or credits for partially used periods.

3.5. If Customer does not pay on time or if HatchTracker cannot charge the payment method associated with Customer’s account for any reason, HatchTracker will provide notice to Customer, and Customer will have until the tenth (10th) calendar day of the then-current month to submit payment for the amount due and update Customer’s payment method information on file with HatchTracker. If Customer fails to pay by the tenth (10th) calendar day, HatchTracker reserves the right, at its option, to: (i) either suspend or terminate Customer’s access to the Services, (ii) charge a late fee of $10, and (iii) assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from the tenth (10th) calendar day of the month until the date paid. If Customer’s unpaid Subscription Fee is referred to an attorney or collections agency, Customer shall pay all reasonable attorney’s fees or collections agency fees. Returning Customers must pay any unpaid balance, including any late fees, before receiving Services.

4. Acceptable Use

4.1. Customer agrees not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms. Customer further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of Customer’s access to the Site and/or the Services. Customer may not use the Services (including HatchTracker Contents) in any way that might confuse others or that disparages HatchTracker.

4.2. Customer is responsible for all activity occurring within or related to its account, and will abide by all applicable local, state, federal, and foreign laws, treaties, and regulations in connection with its use of the Services and the Application, including those related to data privacy, transmission of technical or personal data, and export laws and regulations of the United States.

4.3. Customer is strictly prohibited from using the Services: (i) in a manner that violates any applicable law, rule or regulation; (ii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iii) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (iv) to defraud, deceive or mislead anyone; (v) to communicate or transmit content that is defamatory, dishonest, obscene, vulgar or offensive; (vi) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (vii) to threaten or promote violence.

4.4. Customer will not use the Services, Application, or HatchTracker Technology: (i) for any unlawful, infringing, defamatory, libelous, fraudulent, or obscene purpose; (ii) to send unsolicited e-mail of any kind; (iii) to send any virus, worm, trojan horse, or other harmful code or attachment; or (iv) to alter, steal, corrupt, disable, destroy, trespass, circumvent, or violate any security or encryption of any computer file, database, or network.

5. Privacy

Customer acknowledges that Customer has read and understands the HatchTracker Privacy Notice posted to the Services and incorporated herein by this reference. Customer represents and warrants that any information Customer submits via the Services is truthful and accurate. Customer is solely responsible for ensuring that Customer only uses and makes available the Services to Customer’s Authorized Users in compliance with applicable privacy and data security laws.

6. Customer Content

6.1. Customer may have the opportunity to publish, transmit, submit, or otherwise post comments, Feedback, photos, or other Content via the Services (“Customer Content”) that may be accessible and viewable by others. Customer represents that: (i) Customer created and own the rights to, or Customer have the owner’s express permission to post the Customer Content; and (ii) the Customer Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any other HatchTracker policies.

6.2. Customer Content must not: (i) misrepresent Customer’s identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any intellectual property or other proprietary rights of HatchTracker or any other person; (vii) seek to harm or exploit children; (viii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (ix) violate HatchTracker’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (x) be otherwise objectionable as determined by HatchTracker at its sole discretion.

6.3. Customer is solely responsible for its Customer Content and the consequences of posting it online. Customer assumes all risks associated with dealing with other users with whom Customer come in contact through the Services, and, to the extent that the law permits, Customer release HatchTracker from any claims or liability related to any Customer Content posted via the Services and from any claims related to the conduct of any other users. HatchTracker reserve the right to monitor, post, remove, modify, or store Customer Content at HatchTracker’s option any time and for any reason without notice. HatchTracker do not endorse any Customer Content, and the Customer Content posted does not reflect HatchTracker’s views. HatchTracker take no responsibility and assume no liability for any User Content that Customer or a third-party post or sends on or through the Services, nor do HatchTracker assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

6.4. In consideration for Customer’s use of the Customer Content features, Customer grants to HatchTracker an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such Customer Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting HatchTracker, its products and the Services. Customer acknowledges that HatchTracker may modify the Customer Content for any purpose. HatchTracker has no obligation to use any Customer Content, and HatchTracker’s use of any Customer Content does not create or imply any endorsement of or affiliation with Customer.

7. Application Requirements

7.1. The Application is only available to Customers as part of the Services. By downloading the Application, registering or creating a profile on the Application, or submitting information via the Application, Customer agrees to the HatchTracker Privacy Notice and consents to the collection and use of information as described therein. Customer must have a compatible mobile telephone or handheld device, internet access (if required by the Application), and the necessary minimum specifications (“Application Requirements”) to use the Application. The Application Requirements for can be found on the relevant application store page. Application software may be upgraded from time to time to add support for new functions or services. The Application may request certain privacy permissions from time to time including, but not limited to, access to Customer’s calendar, contact list, device camera or choosing images from Customer’s device or access to Customer’s device microphone and associated features.

7.2. Customer acknowledges that the terms of agreement with Customer’s (or, as applicable, its Authorized User’s) mobile network provider will continue to apply when using the Application. Data and messaging charges may apply to Customer’s use of the Application or any text messaging or photo sharing features Customer use via the Application. Customer accepts responsibility for any such charges that arise. If Customer are not the bill payer for the mobile telephone or handheld device being used to access the Application, Customer will be assumed to have received permission from the bill payer to use the Application. HatchTracker reserves the right to amend or withdraw the Application at any time and for any reason.

8. Access

8.1. HatchTracker will use commercially reasonable efforts to maintain availability of the Services during Customer’s subscribed-to Services times. Customer agrees and understands that there will be times when the Services will be unavailable, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Customers; and causes beyond HatchTracker’s reasonable control.

8.2. HatchTracker will make commercially reasonable efforts to notify Customer of planned downtime and unavailability of the Services. HatchTracker is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by Customer’s device or Customer’s internet or wireless service provider.

9. Updates

9.1. HatchTracker may, in its sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may modify or delete certain features or functionality. Customer agrees that HatchTracker have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

9.2. Customer agrees to promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should Customer fail to do so. Customer further agree that all Updates will be deemed part of the Services and be subject to this Agreement.

10. HatchTracker Contents

10.1. Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “HatchTracker Contents”) owned, controlled, or licensed by HatchTracker or its affiliates, or are the property of their respective owners. The HatchTracker Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Customer understands that Customer’s use of the Services does not authorize Customer to use any HatchTracker Contents in any manner other than specifically authorized by these Terms. Any other use of the HatchTracker Contents in the Services including reproduction for purposes other than as noted herein, without the prior written permission of HatchTracker, is strictly prohibited. Only a duly authorized officer of HatchTracker may grant permission or a license to use any of the HatchTracker Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of HatchTracker is invalid.

10.2. Customer does not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the HatchTracker Contents without the prior written permission of HatchTracker. Customer may only display, download, or print the HatchTracker Contents for the purpose of using the Services as an internal or personal business resource.

10.3. HatchTracker’s registered and unregistered trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of HatchTracker. Customer may not use any meta tags or any other hidden text utilizing a HatchTracker name, trademark, or product name without HatchTracker’s prior written permission. Third party trademarks and service marks used in the Services are the property of their respective owners, and HatchTracker use them with their consent. HatchTracker and the other licensors of the marks in the Services reserve all rights with respect to all HatchTracker Contents and all intellectual property.

10.4. Customer hereby grants HatchTracker all rights, titles and interests in and to any communications, suggestions, comments, improvements, ideas or other feedback Customer submits to HatchTracker (“Feedback”). In the event this grant is not sufficient for HatchTracker to fully realize and use the Feedback, Customer grants HatchTracker a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback Customer provide. By providing Feedback, Customer is representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

11. Term

11.1. Customer agrees that Customer’s monthly subscription begins on the date this Agreement is executed by the parties (the “Effective Date”) and will renew automatically each month (each a “Term”) unless otherwise terminated by either party pursuant to the terms of this Agreement.

11.2. Either Customer or HatchTracker may terminate this Agreement at any time by providing the other party written notice (email being sufficient) prior to third (3rd) calendar day of the month.

11.3. HatchTracker reserves the right to change the subscription plans or the Services offered to Customers or adjust Subscription Fees in any manner and at any time. HatchTracker will give Customer at least 30 days’ notice prior to any change to Customer’s Subscription Fee or subscription plan.

11.4. Upon termination of this Agreement by either party for any reason: (i) Customer’s access to the Services will immediately terminate; (ii) the limited license granted to Customer to use the Services will terminate; (iii) Customer will cease all use of the Services; (iv) HatchTracker will cease providing the Services to Customer; and (v) Customer and its Authorized Users will have 30 days to access and port Customer’s data stored on the Services, after which Customer will no longer be able to access its account or data stored on the Services and HatchTracker may, at its own discretion, freely remove and/or purge data, account information, and any other information obtained by HatchTracker in connection with providing Customer with the Services. Terms which by their nature should survive termination of this Agreement shall survive any termination or expiration of this Agreement.

12. Third-Party Software

12.1. Some of the Services may be available through or integrated with third-party software, applications, or platforms ("Third-Party Software"). In some cases, HatchTracker may offer the Services using Third-Party Software, or Customer may choose to integrate the Services with a Third-Party Software of Customer’s choosing. In either case, Customer is solely responsible for Customer’s use of the Services with such Third-Party Software.

12.2. Customer understands and agrees that: (i) Third-Party Software may have its own terms and conditions of use and privacy policies, and Customer agrees to use the Third-Party Software in accordance with all applicable terms and conditions and privacy policies; (ii) HatchTracker does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Software or for any transaction Customer may enter into with the provider of any such Third-Party Software; and (iii) HatchTracker does not warrant the compatibility or continuing compatibility of the Third-Party Software with the Services.

13. Indemnification

Customer agrees to fully defend, indemnify, and hold HatchTracker harmless against any claims made or brought against the other party by a third party arising from Customer’s (i) breach of this Agreement, or (ii) negligence or willful misconduct. Damages include attorney’s fees and costs incurred by HatchTracker.

14. Disclaimer

EXCEPT AS SPECIFICALLY PROVIDED IN THIS SUBSCRIPTION SERVICES AGREEMENT, HATCHTRACKER DOES NOT WARRANT OR REPRESENT THAT: (A) THE USE OF THE SERVICES OR APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) ANY STORED DATA WILL BE ACCURATE, RELIABLE, OR VIRUS-FREE; OR (C) ERRORS OR DEFECTS WILL BE CORRECTED.HATCHTRACKER WILL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER PROBLEMS OR DAMAGE RESULTING FROM THE INTERNET OR ELECTRONIC COMMUNICATIONS OR TRANSMISSIONS UTILIZED TO PROVIDE THE SERVICES OR ANY OTHER FACTOR BEYOND HATCHTRACKER’S REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HATCHTRACKER DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

15. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE), EXCEPT IN CASES OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO HATCHTRACKER IN THE 12 MONTHS PRIOR TO THE TIME THE CLAIM AROSE.THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION.

16. Confidentiality

16.1. "Confidential Information" means all proprietary and confidential information disclosed by one party ("Discloser") to the other party ("Recipient") directly or indirectly, in writing, orally, or electronically that is either identified as confidential information or should be reasonably understood to be confidential information. Confidential Information includes, but is not limited to, all technology, ideas, patents, patent applications, concepts, business plans, charts, graphs, designs, brands, costs, prices, names, finances, marketing plans, business opportunities, forecasts, orders, personnel, customer information, information about partnerships, affiliates, or other strategic alliances, research, development, third party confidential information, software including object and source code, processes, procedures, know-how, prototypes, products (whether existing or proposed), identities of individuals and entities, descriptions of any properties, or the existence of any of Discloser’s property, whether written, oral, electronic, embodied in samples, or in other forms, information contained within or that relates to the Services, Application, and either Party’s technology, the Agreement, and the terms, conditions, and pricing of this Agreement.

16.2. Recipient will protect Discloser's Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which Recipient utilizes for its own confidential information that it does not wish to be disclosed to the public. Recipient may provide access to and use of Discloser's Confidential Information only to those employees, consultants, and agents that: (i) have a need to use and access Discloser's Confidential Information; and (ii) are bound by similar non-disclosure obligations imposed by Recipient as those contained in this Agreement.

16.3. This Agreement imposes no obligation upon Recipient with respect to information that Recipient can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by, Recipient without an obligation to maintain its confidentiality prior to receipt from Discloser; (b) is or becomes generally known to the public without violation of this Agreement; or (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality. Disclosure of Confidential Information that is required to be disclosed by applicable law will not be considered a breach of this Agreement; provided that Recipient notifies Discloser of such requirement prior to disclosure and provided further that Recipient makes diligent efforts to limit disclosure.

16.4. Upon termination of this Agreement, or upon request, the Recipient will return to the Discloser all written and tangible material in Customer’s possession that incorporates any of the Discloser’s Confidential Information, relates to the Discloser’s business, or otherwise belongs to the Discloser, including all files, documents, manuscripts, forms, tapes, software, designs, manuals, lists, keys, business cards, credit cards, security cards, equipment and other materials used or developed by the Discloser under this Agreement, and Recipient will not make or retain any copies or summaries of that information in any format. The parties further agree to execute additional documents, and take other actions requested, during and after the term of this Agreement, if reasonably necessary to implement the provisions of this Agreement.

16.5. Each party acknowledges and agrees that, in the event of a breach or threatened breach by the Recipient of any of the provisions of this Section, damages will not be an adequate remedy for the Discloser and, accordingly, the Discloser may be entitled, in addition to any other remedies available to it, to seek injunctive relief against such breach or threatened breach, without the need to post bond.

17. General Terms and Conditions

17.1. HatchTracker is a non-exclusive, independent contractor, and nothing in this Agreement will create or be construed to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, or restrict HatchTracker’s ability to market and sell its services to third parties.

17.2. All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and must be sent by registered or certified mail, postage prepaid, or electronic mail to each party at their respective addresses provided in the signature block of this Agreement. Either party may change its address by written notice to the other.

17.3. No modification of this Agreement or additional obligation assumed by either party in connection with this Agreement is binding unless it is in writing and signed by each party or an authorized representative of each party.

17.4. Customer may not assign, delegate, or transfer this Agreement, by operation of law or otherwise, without HatchTracker’s prior written consent, but HatchTracker may freely assign or transfer this Agreement without restriction. Any attempt by Customer to assign or transfer this Agreement without such consent will be null. Notwithstanding the foregoing, either party may, without consent, assign this Agreement to any successor to all or substantially all its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, this Agreement will bind and inure to the benefit of the parities, their successors, and permitted assigns.

17.5. The failure by either party to enforce at any time any of the provisions of this Agreement, or to exercise any election or option provided in this Agreement, will in no way be construed as a waiver of any provisions or options, nor in any way to affect the validity of this Agreement or any part, or the right of either party to enforce each and every such provision.

17.6. This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (i) the provision will be interpreted or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying the provision; (ii) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (iii) the invalidity or unenforceability of the provision will not affect any other portion of this Agreement.

17.7. Customer agrees that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically contained in this Agreement.

17.8. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Washington, without regard to the principles of conflicts of law. Each party submits to the jurisdiction of the State and Federal Courts located in King County in the State of Washington for any action or proceeding arising from or relating to this Agreement.

17.9. Customer consents to: (i) HatchTracker communicating with Customer electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from HatchTracker electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Any notices, agreements, disclosures, or other communications that HatchTracker send to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Customer must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with HatchTracker electronically. Customer is responsible for keeping Customer’s Records. Customer may contact HatchTracker to receive Records in paper format.

17.10. This Agreement and the documents referenced herein constitutes the entire agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements, negotiations, and understandings of the parties with respect to such subject matter. No representation, promise, modification, or amendment will be binding upon either party as a warranty or otherwise unless in writing and signed by each party. This Agreement may be executed in any number of counterparts, each of which is enforceable against the parties actually executing such parts, and all of which together constitute one instrument.

These Terms of Use (or “Terms”) are a binding contract between Hatch Tracker LLC (the “Company,” “us,” or “we”) and you governing your use of the HatchTracker mobile application (“HatchTracker”). Additional, separate terms may apply to your use of HatchTracker, each of which will be considered to form part of these Terms.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND THE COMPANY.

If you have any questions about HatchTracker or these Terms of Use, please contact us at info@hatchtracker.com.

1. ACCEPTANCE

To use HatchTracker, you must agree to be unconditionally bound by these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms and use HatchTracker. If you are accessing HatchTracker on behalf of a company or other legal entity, you represent and agree that you are authorized to act on behalf of such entity and to bind such entity to these Terms. You accept the Terms by accessing or using HatchTracker in any manner, or by clicking to accept or agree to the Terms where this option is made available to you. These Terms will remain in effect as long as you use HatchTracker. By using HatchTracker in any capacity, you represent and warrant that (a) any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; (c) you will be entirely responsible for maintaining the security of your logins and credentials, if any; and (d) your use of HatchTracker and their features does not and will not violate any applicable law, rule or regulation. Any use of HatchTracker in violation of these Terms that in our judgment threatens the security, integrity, or availability of HatchTracker may result in immediate suspension of access to HatchTracker, without limiting any other rights and remedies.

2. ELIGIBILTY

To be eligible to use HatchTracker, you must be at least 18 years old and reside in the United States or any of its territories or possessions, and you must be a subscribing customer (“Customer”) or an employee or other authorized user of a Customer (“Authorized User”). By accessing or using HatchTracker, you represent and warrant that you are of legal age to form a binding contract with the Company, and you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use HatchTracker.

3. REGISTRATION

You must register and create an account to use HatchTracker. The information we collect during registration and how we use that information is described in our Privacy Policy. Only you are permitted to access HatchTracker via your own account. Your login credentials are for your personal use only and you shall not, under any circumstances, make your login credentials made available to anyone. You accept responsibility for all activity that occurs under your account. You may not use false identities or impersonate any other person or use credentials that you are not authorized to use. We are not liable for any loss or damage arising out of your failure to maintain your account security. You agree to notify the Company immediately of any suspected theft, loss, or fraudulent use of your login or password.

4. AUTHORIZED USERS

a. Access via Customer. As an Authorized User, your access to HatchTracker has been paid by the applicable Customer, and you will be able to use HatchTracker subject to the Customer’s policies and practices until the expiration of a specified term agreed between the Customer and the Company. The Customer paying for your access to HatchTracker controls the scope and duration of your access and use of HatchTracker and may terminate or de-provision your access to it. You agree that the Company will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, HatchTracker that were originally provided to you by such Customer.

b. No Employment Relationship. As an Authorized User, you may use HatchTracker in connection with your employment, however, you understand you have no employment relationship with us and that you and the Company are independent contractors. Nothing in these Terms shall be interpreted to grant either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent, or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever. You acknowledge and agree that you will not be entitled to participate in and/or receive any benefits from us under any circumstances, we have no obligation to withhold any income or other payroll taxes on your behalf. You agree to indemnify, defend, and hold harmless the Company from and against any losses that we incur as a result of your breach of your obligations under this provision.

5. LICENSE GRANT

Subject to these Terms, we hereby grant you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use HatchTracker for your own personal, non-commercial purposes. HatchTracker are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise any ownership, license or other grant of right to any copyright, trademark, or other intellectual property of the Company or any third party, except as expressly provided in these Terms. The Company reserves all rights not expressly granted in these Terms.

6. PRIVACY POLICY

You acknowledge that you have read and understand our Privacy Policy. You may review our Privacy Policy at any time by visiting the Company website and clicking on the Privacy Policy link. Note that as a Customer, you are solely responsible for ensuring that you only use and make HatchTracker available to Authorized Users in compliance with applicable laws.

7. ACCEPTABLE USE

You agree to not: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer HatchTracker or any portion thereof (including the Contents, defined below) or use it in any manner not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of HatchTracker; (c) violate or attempt to violate the security features of HatchTracker; (d) use any device, software, or routine to interfere or try to interfere with the proper working of HatchTracker or any activity being conducted on via HatchTracker; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search HatchTracker other than the search engine or search agents that we make available via HatchTracker and the generally available third-party web browsers. Tampering with HatchTracker, conducting fraudulent activities on HatchTracker and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to HatchTracker. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations. You are strictly prohibited from using HatchTracker: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of HatchTracker or any related website or application, other website or application, or the internet. We reserve the right to terminate your use of HatchTracker for violating any of the prohibited uses.

8. AVAILABILITY

The Company will use commercially reasonable efforts to maintain availability of HatchTracker. You agree and understand that there will be times when HatchTracker is not available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other users; and causes beyond our reasonable control. The Company will make commercially reasonable efforts to notify you of planned downtime and unavailability of HatchTracker. The Company is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider. We reserve the right to close, suspend, or limit your access to HatchTracker if, in our sole discretion, (a) we are unable to obtain or verify your identity or eligibility; (b) we suspect a security compromise related to your use of HatchTracker; or (c) your data has been used in, or seems to have been used in, a nefarious manner.

9. CONTENTS AND OWNERSHIP

Unless otherwise expressly indicated, the information contained on HatchTracker, including but not limited to all data, software, images, content, text, information, page headers, button icons, designs, data, graphics, slogans, photographs, written information, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on HatchTracker, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by the Company (collectively, the “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. The absence of a product name or logo from this list in no way constitutes a waiver of the Company’s intellectual property rights. No material contained on HatchTracker should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on HatchTracker without the express written agreement of The Company. The Company’s registered and unregistered trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of the Company. You may not use any meta tags or any other hidden text utilizing a Company name, trademark, or product name without the Company’s prior written permission. Third-party trademarks and service marks used on HatchTracker are the property of their respective owners, and we use them with their consent. The Company and the other licensors of the marks on HatchTracker reserve all rights with respect to all Contents and all intellectual property. Improper use of trademarks displayed on HatchTracker is strictly prohibited.

10. USER GENERATED MATERIAL

Authorized Users, website visitors, and others may have the opportunity to publish, transmit, submit or otherwise post comments, feedback, photos, or other materials via HatchTracker (“User Generated Material” or “UGM”) that may be accessible and viewable by the public or others. With respect to any UGM posted by you, you represent that (a) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. User Generated Material must not (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any intellectual property or other proprietary rights of The Company or any other person; (g) seek to harm or exploit children; (vii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (viii) violate The Company’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (ix) be otherwise objectionable as determined by us at our sole discretion. You are solely responsible for your UGM and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through HatchTracker, and, to the extent that the law permits, you release us from any claims or liability related to any UGM posted via HatchTracker and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store UGM at any time and for any reason without notice. We do not endorse any UGM, and the UGM posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any UGM that you or a third party posts or sends on or through HatchTracker, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In consideration for your use of the UGM features, you grant to the Company an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such UGM in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting The Company, our products and HatchTracker. You acknowledge that the Company may modify the UGM for any purpose. However, we have no obligation to use any UGM, and our use of any UGM does not create or imply any endorsement of or affiliation with you.

11. MOBILE APPLICATION

To use HatchTracker, you must have a compatible mobile telephone or handheld device, Internet access, and the necessary minimum specifications (“Software Requirements”). The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. HatchTracker may be upgraded from time to time to add support for new functions or services. HatchTracker may request certain privacy permissions from time to time such as access to your calendar, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using HatchTracker. Data and messaging charges may apply to your use of HatchTracker or any text messaging or photo sharing features you use via HatchTracker. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access HatchTracker, you will be assumed to have received permission from the bill payer for using HatchTracker.

12. THIRD-PARTY CONTENT

HatchTracker may include third-party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which we have no control (“Third-Party Content”). Third-Party Content available on HatchTracker is provided solely for your convenience. We are not responsible for the content of any Third-Party Content, nor do we make any representations about the content or accuracy of material on any other platforms. Inclusion of Third-Party Content on HatchTracker does not imply our approval or endorsement of the Third-Party Content. Please be aware that when you click on links that take you to external platforms or content, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the respective third-party.

13. LEGAL COMPLIANCE; VOID WHERE PROHIBITED

The Company administers and operates HatchTracker from its offices in the United States. If you choose to access HatchTracker from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Without limiting the foregoing, when using HatchTracker, you agree to comply with all applicable laws, including, but not limited to ecommerce, export controls, and applicable laws governing privacy and data security and their requirements related to verifiable consent, parental consent, consumer privacy rights, recordkeeping, international data transfer laws and other requirements. Not all features, products or services discussed, referenced, provided, or offered via HatchTracker are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. The Company reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. HatchTracker is void where prohibited.

14. TERM AND TERMINATION

These Terms shall remain in full force and effect as long as you use HatchTracker. Termination of these Terms is effective when you discontinue all use of HatchTracker. Notwithstanding the foregoing, termination of these Terms between a Customer and the Company shall be effective as set forth in the written agreement(s) between the Customer and the Company. On termination, you lose the right to access or use HatchTracker. Sections 4, 7, 9, 10, 13, and 15 through 19 of these Terms shall survive termination.

15. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COMPANY, ITS EMPLOYEES, AGENTS, OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH HATCHTRACKER, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED HEREIN, HATCHTRACKER ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS, AND THESE TERMS EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY (A) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, (B) THAT HATCHTRACKER ARE ERROR-FREE, FAULT-TOLERANT, OR FAIL-SAFE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, OR THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED, (C) OF NONINTERFERENCE, SYSTEM INTEGRATION, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. YOU AGREE THAT ITS USE OF HATCHTRACKER IS AT ITS SOLE DISCRETION AND RISK. NOTWITHSTANDING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT HATCHTRACKER SHALL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE AT THE TIME OF DELIVERY. HatchTracker does not replace professional training, good judgment, or common sense. You are responsible for compliance with all safety notices that accompany HatchTracker. The Company does not warrant the accuracy, completeness, or usefulness of any data submitted to or output from HatchTracker. Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such information by you or others.

17. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND THE DISCLAIMING ENTITIES FROM ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO A CLAIM (A) YOUR USE OF THE SERVICES IN VIOLATION OF THESE TERMS; (B) OUR PROVISION OF HATCHTRACKER TO YOU; (C) YOUR UGM; (D) YOUR BREACH OR ALLEGED BREACH OF ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREUNDER OR YOUR VIOLATION OF ANY OTHER PROVISION OF THESE TERMS; OR (E) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

18. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. You agree that any dispute, controversy or claim between you and The Company arising out of or relating to: (a) these Terms, or the breach thereof; (b) our provision of HatchTracker to you; (c) your access to or use of HatchTracker; or (d) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting info@hatchtracker.com. The Company will make a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after you contact us, you or we may bring a formal proceeding.

b. Arbitration Agreement. You and the Company each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in King County, Washington, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or The Company may assert claims, if they qualify, in small claims court in King County, Washington or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of HatchTracker, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

c. Class Action Waiver. You may only resolve Disputes with the Company on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.

d. Legal Fees. If any dispute arises between the parties with respect to the matters covered by these Terms which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

e. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of HatchTracker must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

19. GENERAL

a. Relationship of Parties. The relationship between the parties is that of independent contractors and nothing in these Terms should be construed to create a partnership, joint venture, agency, or employer-employee relationship.

b. Governing Law; Venue. These Terms will be governed by and construed in accordance with the laws of the State of Washington without regard to its choice-of-law provisions. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. The parties agree that any action arising from or relating to these Terms shall be brought exclusively in the state and federal courts of Washington and the parties expressly consent to the personal jurisdiction of the state and federal courts located in King County, Washington for any lawsuit arising from or related to these Terms.

c. No Assignment No right or obligation pursuant to these Terms may be assigned by either party without the other party’s written consent, and any such attempted assignment shall be void and of no effect. Notwithstanding the foregoing, either party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise).

d. Entire Agreement. These Terms (along with any documents incorporated by reference) is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, will be effective unless in writing and signed by the party to be charged. These Terms may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party represents and warrants that (i) it has all right, power, and authority to enter into these Terms and to grant the licenses hereunder and (ii) it will comply with all applicable laws now or hereafter enacted.

e. Severability. In case any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms, and these Terms shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in these Terms shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

f. Waiver. Neither will, by the lapse of time, and without giving written notice, be deemed to have waived any of its rights under these Terms. A party’s waiver of any breach of these Terms shall not constitute a waiver of any prior or subsequent breach of these Terms. Neither party shall be required to give notice to enforce strict adherence to all terms of these Terms.

g. Amendments. The Company reserves the right to amend these Terms of Use without notice at any time. If we revise these Terms, we will update this posting. Your continued use of HatchTracker following the posting of changes constitutes your acceptance of such changes. You further agree that in the event any portion of these Terms of Use are found to be unenforceable, the remainder of these Terms of Use shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.

DEFINITION: PERSONAL DATA

As used in this Privacy Policy, “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personal Data falls within certain categories, for example:

• Identifiers(e.g., name, email, telephone number, address);

• Sensitive information(e.g., government ID; racial or ethnic origin; religious beliefs; contents of messages when we are not the recipient; in some cases, information about a known child);

• Legally protected information(e.g., race, citizenship, marital status, sex);

• Biometrics (e.g., DNA, fingerprint, face/voice print) and audio, electronic, visual, thermal, or olfactory information;

• Employment-related information (e.g., current or past employment);

• Non-public educational information,including information protected under the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g, 34 C.F.R. Part 99);

• Commercial information(e.g., products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies);

• Internet or other similar activity(e.g., browsing history; content interactions); or

• Inferences drawn from Personal Data to create a profile about preferences, characteristics, trends, predispositions, behavior, attitudes, intelligence, and aptitudes.

Information that is not protected as Personal Data includes publicly available information; aggregated information (meaning data summaries or reports with Personal Data removed); and anonymized information that cannot be linked back to an individual.

PRIVACY PRACTICES

HatchTracker collects Personal Data from Customers, Authorized Users, and website visitors as described in this section. We only collect, use, retain, and disclose Personal Data as is adequate and relevant to the specific, express purpose of providing HatchTracker to our Clients or as reasonably necessary and proportionate to achieve our internal business or other purposes permitted by applicable law. During the preceding 12 months, HatchTracker has collected Personal Data in the categories of identifiers, commercial history, and internet and similar information. We will not collect additional categories of Personal Data or use already collected Personal Data for purposes that are materially different, unrelated or not reasonably necessary or compatible with the original purpose without notice and consent to you as required by law. HatchTracker collects your Personal Data (1) with your consent when you opt-in to use HatchTracker; (2) if we have a legitimate interest in doing so, like providing HatchTracker to our Clients; or (3) as authorized or required by law. Our sources of Personal Data include:

• Authorized Users. When you register to use HatchTracker as an Authorized User, you are prompted to input your name, billing address, email address and a password to the application or customer portal. The application and customer portal will also collect and store any additional Personal Data you choose to input. This information is collected with your consent and used to create your profile and to enable your access and use of HatchTracker.

• Customers. HatchTracker Customers can use the application or customer portal to track seasonal metrics and manage orders from their buyers. Customers may input buyer Personal Data like buyer name, phone number, email address, order details, and notes. We collect this information as a service provider to the HatchTracker Customer, and we use it to provide HatchTracker’s features and functionalities, and generate statistics and reports on behalf of the Customer.

• Website Visitors. If you visit our website to learn about HatchTracker or interact with the Company in any manner, we will collect your email address or other identifiers if you join our email list or contact the Company, any Personal Data you choose to include in your messages to the Company, and we may collect internet and similar information via cookies or pixels as described below. We collect this information with your consent or with a legitimate interest, and we use it to respond to your inquiries and to provide and improve the website.

We use the Personal Data we collect to provide and improve HatchTracker, for internal business purposes, and as permitted by law. We may also use Personal Data to: maintain the safety, security, and integrity of our technology assets; protect the legal interests of HatchTracker or a Customer; respond to law enforcement requests and as required by applicable law, court order, or governmental regulations; for the purpose of a potential or current business transition involving the transfer of Personal Data as a company asset; or for any purpose with your consent.

CHILDREN’S PRIVACY

HatchTracker is designed for use by adults, not children. HatchTracker will never knowingly collect Personal Data from a child online without prior consent from a parent or guardian. If we learn we have collected or received Personal Data from a child without authorization, we will delete that information.

DATA RETENTION

HatchTracker only retains Personal Data for the minimum period necessary to provide HatchTracker or achieve our business goals. Customer data, including Authorized User profile information, is retained as long as the Customer has an active subscription to use HatchTracker and is deleted within 30 days after a subscription is cancelled. Customers may modify or delete their data from the application at any time. Our company policies determine the retention periods for other types of Personal Data we may process. HatchTracker reserves the right to retain data for longer periods as required by law or court order or if doing so is critical to our business. We securely delete data at the conclusion of the applicable retention period.

DISCLOSURES OF PERSONAL DATA

HatchTracker will only disclose Personal Data to the third parties as described in this section, with your permission, or as required by law. In the preceding 12 months, we have disclosed Personal Data for a business purpose to:

• HatchTracker Customers. If you use HatchTracker through one of our Customers that has granted you access as an Authorized User, that Customer will have access to your account profile information and activity on HatchTracker. The Company does not control and is not responsible for the privacy practices of any Customer beyond what is necessary to provide HatchTracker to that Customer. Please direct any questions about these policies and practices to the Customer that has granted you access to HatchTracker.

• Our service providers. HatchTracker’s service providers like telecom service providers, email and data hosting providers, and data analytics companies may have access to Personal Data as needed to perform their contractual obligations to us. We prohibit our service providers from selling or disclosing the Personal Data we provide, and we require all service providers to maintain confidentiality standards and appropriate technical and organizational measures to ensure the security of your Personal Data.

• Law enforcement, and other governmental agencies, as permitted or required by law.

• Other third parties, as permitted by applicable law, for example: if we go through a business transition (e.g., merger, acquisition, or sale of a portion of our assets); to comply with a legal requirement or a court order; when we believe it is appropriate in order to take action regarding illegal activities or prevent fraud or harm to any person; to exercise or defend our legal claims; or for any other reason with your consent.

• Aggregated and Deidentified Information. HatchTracker reserves the right to share aggregated, anonymized, or deidentified information about any individuals with nonaffiliated entities for marketing, advertising, research, or other purposes, without restriction.

CONTROLLING YOUR PERSONAL DATA

HatchTracker provides you a variety of methods and options to directly control how we collect and use your Personal Data, including but not limited to:

• Your Account. Each Authorized User can access, correct, delete, or control the Personal Data associated with their login and account. If you need help controlling your information beyond what is available through your account, please contact the Customer that granted you access to HatchTracker or contact us at info@hatchtracker.com for support.

• Device Settings. You can control the data we collect through cookies and related technologies by adjusting your device settings or your cookie preferences on our website.

• Texting. If you provide us with your wireless phone number, you consent to the Company sending you service text messages. The number of texts you receive will depend on HatchTracker you use and the information you request from us. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges. You can unsubscribe from our text messages by replying STOP or UNSUBSCRIBE to any of these text messages.

• Emails. If you give us your email address, we may send you informational or support emails related to HatchTracker. If you opt-in for promotional emails, we may send those as well. If you do not wish to receive emails from HatchTracker, you can unsubscribe or change your preferences via the links provided in the emails or send a request to info@hatchtracker.com. Note that if you opt-out of promotional emails, we may still send you non-promotional emails related to your use of HatchTracker or our ongoing business relations.

• Privacy Requests. HatchTracker’s Customers and Authorized Users can exercise their rights under applicable privacy laws by emailing us at info@hatchtracker.com. HatchTracker can only assist with or fulfill a privacy request when we have sufficient information to verify that the requester is the person or an authorized representative of the person about whom we have collected Personal Data, and to properly understand, evaluate, and respond to the request. We do not charge a fee to process or respond to a verifiable request unless we have legal grounds to do so. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request. We endeavor to respond to privacy requests in accordance with the requirements of the law applicable to your jurisdiction. If we do not fulfill your request within the legally required timeline, you can appeal our response by contacting info@hatchtracker.com. If you want to express concerns, revoke your consent, lodge a complaint, or request information, please contact info@hatchtracker.com.

• Do Not Track. Do Not Track signals are signals sent through a browser informing us that you do not want to be tracked. Currently, our systems do not recognize browser “do-not-track” requests.

YOUR PRIVACY RIGHTS

In the United States, consumer privacy is governed by federal privacy laws covering specific industries or data uses and state privacy laws providing with general consumer privacy rights. This section provides informational notices for state privacy laws applicable in California, Colorado, Connecticut, Nevada, Utah, Virginia, and other states that require companies to inform consumers about their privacy rights and provide a method to exercise those rights. Residents of states offering privacy protections (each a “Consumer”) may have some or all of the rights listed below:

• Right to Correct. The right to correct allows you to request that we correct inaccurate Personal Data about you on our systems. If you become aware that the Personal Data that we hold about you is incorrect, or if your information changes, please inform us and we will update our records.

• Right to Deletion. You may request that we delete your Personal Data that we collected and retained, with certain exceptions. HatchTracker may permanently delete, deidentify, or aggregate the Personal Data in response to a request for deletion.

• Right to Access. The right to access allows you to request confirmation that we have collected Personal Data about you and that we provide you with access to that Personal Data. If you submit an access request, we will provide you with copies of the requested pieces of Personal Data in a portable and readily usable format. Please note that HatchTracker may be prohibited by law from disclosing certain pieces of Personal Data, and we may be limited in the number or frequency of requests we must fulfill.

• Right to Disclosure. You may request that we disclose information to you about our collection and use of your Personal Data, such as: (a) the categories of Personal Data we have collected about you; (b) the categories of sources for the Personal Data we have collected about you; (c) our business purpose for collecting, using, processing, sharing or selling that Personal Data, as applicable; (d) the categories of third parties with whom we share that Personal Data; and (e) if we sold or shared your Personal Data under the CCPA, two separate lists stating: (i) sales or sharing, identifying the Personal Data categories that each category of recipient purchased; and (ii) disclosures for a business purpose, identifying the Personal Data categories that each category of recipient obtained. Certain laws may limit the number or frequency of requests we must fulfill.

• Limited Use and Disclosure of Sensitive Personal Data. You may have the right to opt-out or limit our use of your sensitive Personal Data. The Company does not seek to collect Personal Data that qualifies as sensitive Personal Data under privacy laws, and in no case will we disclose any sensitive Personal Data for the purpose of inferring characteristics about you or otherwise use your sensitive Personal Data without your consent. If this changes in the future, the Company will update this Privacy Policy and provide you with methods to opt-out or limit our use and disclosure of sensitive Personal Data.

• No Selling or Sharing. Some states entitle consumers to opt-out of the sale or sharing of Personal Data or targeted advertising practices. The Company does not sell your Personal Data or share your Personal Data with third parties for cross-contextual behavioral advertising purposes. If this changes in the future, we will update this Privacy Policy and provide you with a method to opt-out.

• No Profiling. Some state laws entitle Consumers the right to opt-out of automated profiling. We do not process your Personal Data to evaluate, analyze, or predict your interests and preferences or otherwise use automated profiling to produce significant effects that concern you. If this changes in the future, we will update this Privacy Policy and provide you with a method to opt-out.

• Right to Nondiscrimination. The Company will not discriminate against you for exercising your legally available privacy rights. For example, unless permitted by law we will not: (i) deny you goods or services; (ii) charge you different prices or rates for goods or services; (iii) provide you a different level or quality of goods or services; (iv) retaliate against you as an employee, applicant for employment, or independent contractor for exercising your privacy rights; or (v) suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services, because you exercised a right under applicable privacy laws.

• Right to Disclosure of Marketing Information. California’s Shine the Light Act (Civil Code sections 1798.83-1798.84) entitles California residents to request certain disclosures regarding Personal Data sharing with affiliates and/or third parties for marketing purposes.

Some of these laws may not apply to your use of HatchTracker, in which case these notices are offered as a courtesy to those Consumers. To exercise your privacy rights, please submit a Privacy Request. Only you or someone legally authorized to act on your behalf may make a verifiable Privacy Request related to your Personal Data. You may also make a verifiable privacy request on behalf of your minor child. You may designate a third party to exercise your rights – an authorized agent – however we will require written proof of the authorization and potentially proof of your identity.

CONSENT TO CROSS-BORDER DATA TRANSFERS

HatchTracker is a United States company that technical infrastructure in the United States. We design and market HatchTracker for use in the United States. If you access HatchTracker from outside the United States, please be aware that your Personal Data may be transferred to, processed, stored, and used in the United States or other jurisdictions. When your information is moved from your home country to another country, the laws and rules that protect your Personal Data in the country to which your information is transferred may be different from those of the country where you live. For example, if your information is in the United States, it may be accessed by government authorities under United States law. By allowing us to collect Personal Data about you, you consent to the transfer and processing of your Personal Data as described in this section.

COOKIES & TOKENS

HatchTracker uses a CSRF token and cookie user management by session for security purposes. These technologies are essential for the security and functionality of the Services. Cookies are small text files downloaded and stored on your computer or mobile device when you visit or use an online platform. Cookies may be used for functionality, security, analytics, or advertising. Some cookies are strictly necessary to the function of the website or other platform, while others enable certain features. You can adjust your device settings to alert you when cookies are sent to your device, or to refuse some or all cookies from being set on your device, or you can install a third-party plugin to control cookie behavior. If you disable or refuse cookies or block the use of other tracking technologies, some parts of HatchTracker may then be inaccessible or not function properly. If you get a new device, install a new browser, or erase or alter your device’s cookie file or privacy settings, your privacy preferences may not be saved.

SECURITY

HatchTracker has implemented and maintains reasonable security measures to safeguard your Personal Data from accidental loss and unauthorized access, use, alteration, and disclosure. HatchTracker security measures include an integrated php security framework and email and password authentication. We maintain security measures that are appropriate to the volume, scope, and nature of the personal data processed and designed to meet our duty of care with respect to your Personal Data. Please remember that no submission of information over the Internet is entirely secure. You are responsible for keeping your device access and login information confidential. You are also encouraged to install anti-virus and anti-malware software on your devices and keep all software updated to avoid security risks. We cannot guarantee the security of information you submit via HatchTracker while it is in transit over the Internet, and any such submission is at your own risk.

THIRD-PARTY SERVICES

This Privacy Policy only applies to HatchTracker Services. It does not apply to any third-party platforms or services, or any third-party services linked or accessible from HatchTracker. HatchTracker may offer links to third-party services, but we have no control over third-party websites, apps, devices, or systems, and you should exercise caution when deciding to disclose your Personal Data to anyone.