Terms and Conditions

1. Parties and Electronic Agreement

This Agreement is between Hyviva LLC (“Hyviva”, “we”, or “us”) and the person identified during checkout (“Customer”, or “you”). The Customer’s checkout information, installation address, selected system, pricing summary, required acknowledgments, and payment confirmation are incorporated into this Agreement.

The Customer accepts this Agreement electronically by selecting the required agreement acknowledgments and submitting the Reservation and Planning Fee through a payment method offered by Hyviva. No handwritten or electronic signature is required.

For a card, PayPal, or other immediate electronic payment, Hyviva accepts the Agreement automatically when the payment is successfully authorized and Hyviva sends its electronic confirmation. For a bank transfer, acceptance occurs when Hyviva receives cleared funds and sends its electronic confirmation. The date and time of that confirmation are the Agreement’s effective date and establish the Customer’s queue position.

If a payment is declined, reversed, charged back, or not received, no queue position is established or Hyviva may cancel it. Hyviva may reject a reservation because of a payment or verification problem, an unsupported installation location, legal or sanctions restrictions, a duplicate order, or an obvious checkout error. If Hyviva rejects a successfully paid reservation, it will promptly refund the payment.

2. Reservation and Planning Services

The Reservation and Planning Fee includes:

• a customized assessment of the Customer’s site’s energy needs;
• a recommended preliminary HyvivaGrid configuration designed around the Customer’s energy-independence goals; and
• priority placement in Hyviva’s production and delivery queue.

The assessment and recommendation will be based on information available to Hyviva, including information supplied by the Customer. They are planning documents, not construction drawings, permit approvals, utility approvals, or guarantees of a particular degree of energy independence.

If the purchase proceeds, the full Reservation and Planning Fee will be credited against the final payment due upon delivery and commissioning.

3. Cancellation Period and Early Planning Work

The Customer may cancel this Agreement for any reason during the 15 calendar days after receiving Hyviva’s electronic confirmation and a copy of these Terms, or during any longer period required by applicable law. Cancellation may be made through any online cancellation method provided by Hyviva or by an unequivocal notice to orders@hyviva.com.

Hyviva will not begin the assessment or system recommendation during this period unless the Customer separately requests an early start. If the Customer requests an early start and then validly cancels, Hyviva may retain only the proportionate value of work properly completed before cancellation, as permitted by law. If all planning services are fully completed during the cancellation period after the required request and acknowledgment, the statutory withdrawal right may end to the extent permitted by applicable law.

After the cancellation period has expired and Hyviva has delivered both the customized assessment and recommended configuration, the Reservation and Planning Fee is fully earned and non-refundable. The Customer may transfer the reservation under Section 9.

Nothing in this Agreement limits a withdrawal, cancellation, termination, refund, or other consumer right that cannot legally be waived.

4. Conditional Purchase Commitment

This Agreement is also a conditional agreement to purchase the HyvivaGrid system summarized during checkout. The Customer agrees now to purchase the recommended final configuration if Hyviva determines that the site is suitable and the configuration substantially conforms to the selected system description, performance criteria, pricing assumptions, and permitted price variation shown during checkout or in Hyviva’s confirmation.

After completing its assessment, Hyviva will electronically deliver a Final System Confirmation stating the recommended configuration, final price, installation assumptions, and anticipated schedule. The Final System Confirmation becomes part of this Agreement and does not require a new agreement or further Customer approval if it substantially conforms to the agreed criteria.

The Customer may promptly notify Hyviva of a factual error or material nonconformity. A material change beyond the agreed criteria or permitted price variation requires an electronic or written amendment accepted by both parties. If no agreement is reached, Hyviva may determine that it cannot offer a suitable system and may cancel under Section 8.

5. Queue Position and Timing

The Customer’s queue position is established on the Agreement’s effective date. It provides priority over later comparable reservations but does not guarantee an exact production, delivery, or installation date.

Hyviva may sequence orders according to configuration, certification, component availability, geography, installation readiness, and technical requirements. No later than 36 months after accepting this Agreement, Hyviva will either issue the Procurement Payment notice described below or cancel the conditional purchase under Section 8 because the site is unsuitable.

6. Purchase Payments

The remaining purchase price will be paid through a payment method then accepted by Hyviva. Each electronic payment notice will identify the applicable milestone and amount:

Hyviva is not required to make non-cancellable procurement commitments or begin production until the applicable payment has been received in cleared funds. Payment milestones will be adjusted if necessary to comply with mandatory law.

7. Failure to Pay

If the Customer does not make the Procurement Payment within the required 15-day period, Hyviva may terminate the conditional purchase by electronic notice and release the Customer’s queue position. The earned Reservation and Planning Fee will not be refunded, but the Customer will not owe the unpaid purchase installments unless Hyviva has incurred an additional recoverable loss under applicable law.

If a later payment is not made when due, Hyviva may suspend performance and give the Customer a reasonable opportunity to cure before terminating. Any amount retained or claimed following termination will be limited to completed value, unavoidable commitments, and other net loss recoverable under applicable law, after crediting costs saved and amounts reasonably mitigated.

8. Site Suitability and Cancellation by Hyviva

The conditional purchase is subject to Hyviva determining, in its sole technical judgment, that the Customer’s site is suitable for the safe, lawful, and commercially reasonable installation and operation of a HyvivaGrid system.

Hyviva may determine that a site is unsuitable based on physical space, structural conditions, electrical service, ventilation, access, safety requirements, permitting or regulatory restrictions, utility requirements, installation complexity, or other material technical conditions.

If Hyviva determines that the site is unsuitable, it may cancel the conditional purchase by electronic notice. Hyviva will refund all purchase installments. It may retain from the Reservation and Planning Fee only the reasonable value of assessment or planning work already delivered and will refund any unearned balance within 14 days.

Except for site unsuitability, Customer default, a material change that the parties do not approve, or another ground permitted by applicable law, Hyviva will not cancel the conditional purchase. If Hyviva otherwise cancels or discontinues the applicable product before issuing the Procurement Payment notice, it will refund all amounts paid.

9. Transfer of Reservation

Before Hyviva issues the Procurement Payment notice, the Customer may sell or transfer the reservation, queue position, and associated purchase credit to another person. The transfer becomes effective when Hyviva receives electronic notice, the new customer accepts these Terms, reasonably requested information is provided, and Hyviva determines that the new site is suitable.

The original queue date will be preserved. A new or revised assessment for a different property may require an additional fee. Hyviva is not responsible for arranging payment or resolving disputes between the Customer and the transferee. After the Procurement Payment notice is issued, a transfer requires Hyviva’s written approval.

10. Product Changes and Customer Responsibilities

Hyviva may make reasonable changes to the system before production if they do not materially reduce its overall performance or value. A material change beyond the agreed criteria requires an amendment accepted by both parties or permits Hyviva to cancel and provide the refund required by Section 8.

The Customer will provide accurate and timely property, energy-use, access, ownership, utility, and permitting information; reasonably cooperate with assessment and installation planning; and promptly notify Hyviva of a material change affecting the site. Final taxes, duties, shipping, permitting, utility, and installation charges are payable as disclosed during checkout or in the Final System Confirmation.

11. Delivery, Commissioning and Warranty

Hyviva will coordinate delivery and commissioning according to the Final System Confirmation. Commissioning is complete when the installed system has passed Hyviva’s applicable functional tests. Minor incomplete items that do not materially prevent safe operation will be documented and corrected but will not delay the Final Payment.

The system will be covered by a written limited warranty. The warranty is in addition to, and does not reduce, any statutory warranty or conformity right that cannot legally be limited.

12. Liability

To the extent permitted by law, neither party will be liable under this Agreement for indirect, incidental, special, or consequential damages. Hyviva’s aggregate liability arising from the reservation and planning phase will not exceed the amounts paid before the Procurement Payment becomes due.

Nothing in this Agreement limits liability for fraud, willful misconduct, gross negligence, death or personal injury, breach of confidentiality or data-security obligations, or any liability or consumer remedy that cannot legally be limited.

13. Electronic Records and Communications

The Customer agrees to receive this Agreement, Hyviva’s acceptance, payment notices, the Final System Confirmation, delivery and installation information, and other transaction records electronically at the email address provided during checkout. The Customer may download or print these Terms and will keep contact information current.

Hyviva may contact the Customer about the assessment, configuration, reservation, production schedule, payments, delivery, installation, service, and safety matters. These transactional communications are not consent to unrelated marketing.

The version of these Terms presented and accepted during checkout governs the transaction. Hyviva may maintain electronic records of the accepted version, checkout disclosures, required acknowledgments, acceptance time, payment confirmation, and related transaction information.

14. Governing Law and Disputes

This Agreement is governed by Washington law, without regard to conflict-of-law rules. If the Customer is a consumer, this choice does not deprive the Customer of mandatory protections provided by the laws applicable where the Customer lives.

The parties will first try in good faith to resolve a dispute directly. Any court or dispute-resolution provision remains subject to mandatory consumer jurisdiction and procedure rules.

15. Entire Agreement and Assignment

This Agreement, the checkout summary and acknowledgments, Hyviva’s electronic confirmation, the Final System Confirmation, any accepted amendment, and any attached statutory notice contain the parties’ agreement concerning the reservation and conditional purchase.

Hyviva may assign this Agreement as part of a merger, reorganization, financing, or sale of the applicable business if the assignee assumes Hyviva’s obligations. No assignment reduces the Customer’s mandatory rights.

Cancellation Notice and Model Form

Right to Cancel

You may cancel this Agreement without giving a reason during the 15 calendar days after you receive Hyviva’s electronic confirmation and a copy of these Terms, or during any longer period required by applicable law. Use the cancellation function provided in your order confirmation or customer account, or send Hyviva an unequivocal statement before the applicable period expires.

How to Notify Hyviva

Effect of Cancellation

Hyviva will return payments required to be refunded without undue delay and no later than 14 days after receiving your cancellation notice, using the original payment method unless you agree otherwise. If you expressly asked Hyviva to begin planning work during the cancellation period, Hyviva may deduct the proportionate value of services properly provided before cancellation, as permitted by applicable law.