Please read these Terms carefully. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver, and resolution of disputes by arbitration. If you do not agree to all of the terms provided, you may not use and/or cease use of or access to the Website, Platform, and Services.
THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 15, BELOW. PLEASE REVIEW THESE TERMS IN DETAIL.
1. Acceptance of Terms:
2. Modification of Terms: Highnote reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Website. If Highnote updates these Terms, it will update the “Effective Date” at the top of the Terms. Please check these Terms periodically for changes. Your continued use of the Website, Platform, or Services, after the posting of changes constitutes your binding acceptance of such amended Terms. Highnote Platform may provide notice of a new version of the Terms through a pop-up or banner within the Website or Platform, by sending an email to any address you may have provided to Highnote, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Highnote may require you to provide consent by accepting the changed Terms.
3. Consent to Electronic Communications:
a. By using the Website, Platform, or Services, you may receive disclosures, notices, documents, and any other communications about the Website, Platform, Services, or Highnote from Highnote (“Communications”) from time to time. You consent to receiving Communications electronically. We may discontinue electronic provision of Communications at any time in our sole discretion. If you do not consent to receiving all Communications electronically, or later attempt to revoke your consent, you will no longer be authorized to access the Website or Platform, or use the Services.
b. By accepting these Terms, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You will need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
4. Highnote Account:
a. To access the Services, you must create an account on the Platform (“Highnote Account”) and become a user (“User”).
You agree to provide accurate, current, and complete information as may be prompted during account registration, in connection with your use of the Services, or as otherwise requested by Highnote (“User Information”). You further represent that you are authorized to provide Highnote with all User Information and other information you provide to us to facilitate your use of the Website, Platform, and Services.
i. User Information may include, but is not limited to your contact details and information, business activities, business details, due diligence materials, beneficial owner(s), and controller(s).
ii. Highnote may contact you as part of our due diligence process when reviewing User Information provided to request further documentation.
iii. If applicable, Highnote may use third-party service providers to gather your data from financial institutions and utilize such data to provision the Services. By using the Services, you grant us and these third-party service providers the right, power, and authority to act on your behalf to access and transmit your personal and financial information to the extent required to provide the Services.
Should you believe or have reason to believe that any of your User Information has been compromised, or that another person is or may be accessing your Highnote Account, you agree to change your password and notify us as soon as possible at firstname.lastname@example.org
5. Representations and Warranties:
a. To access and use the Website, Platform, or Services, and to publish or access any Highnote Platform content, (“Highnote Content”) you represent and warrant that:
i. You are at least 18 years of age.
ii. You must be acting on behalf of a commercial entity operating in the U.S.
iii. You have not been previously suspended from use of the Website, Platform, or Services;
iv. You are using the Platform Services and Highnote Content for legitimate purposes, are not participating in illegal or illicit activity, and are not circumventing applicable laws and/or regulations;
v. You will comply with these Terms and all applicable local, state, and federal and international laws, rules and regulations; and,
vi. You shall not use the Website, Platform, or any of the Services to create a product or services that compete with Highnote, or to otherwise replicate some or all of the Services for any reason.
6. Limitations of Use:
a. You agree to use the Website, Platform, and Services only for lawful purposes. You are prohibited from any use of the Website, Platform, and/or Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Website, Platform, or Services, including but not limited to unauthorized entry into Highnote’s systems, misuse of passwords, or misuse of any information posted on the Website or Platform, or through the Services is strictly prohibited;
You agree that you will not:
i. try to reverse engineer, disassemble, decompile, or decipher the Website, Platform, or the Services or software comprising the Website, Platform, and Services;
ii. navigate or search the Website or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders);
iii. use a means other than Highnote’s provided interface to access the Website, Platform, or the Services;
iv. use the Website, Platform, or the Services in a way that could impair, overburden, damage, or disable any portion of the Website, Platform, or Services; or
v. mirror any material or Highnote Content contained on the Website, Platform, or the Services;
c. Highnote reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by any laws or regulations. Highnote also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the Website, Platform, or the Services; (iii) suspending or terminating your ability to use the Website, Platform, or Services on an ongoing basis; (iv) taking legal action against you; and/or (v) holding you liable for the amount of Highnote’s damages caused by any violation by you of these Terms or any applicable law or regulation.
d. You are responsible for any information or content publicly posted or privately transmitted through the Services by you (“User Content”). Highnote is not liable for any errors or omissions in the User Content or for any damages or loss you might suffer in connection with it. You hereby release Highnote from any and all liability arising from User Content.
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8. Ownership/Proprietary Rights:
a. The Website, Platform, and the Services are owned and operated by Highnote. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “Highnote Materials”) are owned exclusively by Highnote or its licensors or suppliers and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.
b. Nothing on the Website or Platform or about the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Highnote Materials displayed on the Website, Platform, or the Services except as expressly set forth herein, without Highnote’s prior written consent in each instance.
c. You may not use, copy, display, distribute, modify, or reproduce any of the Highnote Materials found on the Website, Platform, or Services unless in accordance with written authorization by Highnote.
d. Any questions concerning any Highnote Materials, or whether any mark or logo is a Highnote Material, should be referred to Highnote.
e. All rights related to the Highnote Materials are hereby reserved by Highnote.
9. Restrictions on Highnote Content:
a. You may not use, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Highnote Content, except as follows:
i. Your computer may temporarily store copies of such Highnote Content in RAM incidental to your accessing and viewing it.
ii. You may store Highnote Content that is automatically cached by your web browser for display enhancement purposes.
10. Third Party Services:
a. The Website, Platform, or Services may contain links or connections to third-party websites or services that are not owned or controlled by Highnote. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Highnote is not responsible for such risks.
b. Highnote has no control over, and assumes no responsibility for the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services.
d. By using the Website, Platform, or Services, you shall hold Highnote harmless from any and all liability arising from your use of any third-party website or service.
Highnote may terminate these Terms at any time, without notice, or suspend or terminate your access and use of the Website, Platform, or the Services at any time, with or without cause, in Highnote’s sole and absolute discretion and without notice.
a. The following provisions of these Terms shall survive termination of your use or access to the Website or the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, General Provisions, and any other provision that by its terms survives termination of your use or access to the Website or the Services.
b. Highnote further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Website, Platform, or Services at any time with or without notice.
12. Warranty Disclaimer:
a. YOU EXPRESSLY AGREE THAT THE HIGHNOTE CONTENT, OR ANY OF THE SERVICES, OR ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITE, THIRD-PARTY SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. HIGHNOTE MAKES NO WARRANTIES AS TO THE ACCURACY OF THE HIGHNOTE CONTENT.
b. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN HIGHNOTE CONTENT, INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE PLATFORM, WEBSITE, OR ANY THIRD-PARTY SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
13. Indemnification: To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Highnote, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (each, a “Highnote Indemnified Party”) from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (a) your access to, use of or alleged use of the Website, Platform, or the Services; (b) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (d) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate fully with our defense of such claim. You agree not to settle any matter without the prior written consent of Highnote.
14. Limitation of Liability:
a. HIGHNOTE WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE, PLATFORM, OR THE SERVICES, THE HIGHNOTE CONTENT, HIGHNOTE MATERIALS, OR ANY USER CONTENT OR HIGHNOTE CONTENT OR HIGHNOTE MATERIALS OR OTHER MATERIALS ON OR ACCESSED THROUGH THE WEBSITE, PLATFORM OR THE SERVICES, EVEN IF HIGHNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. HIGHNOTE WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE WEBSITE, PLATFORM, OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE WEBSITE, PLATFORM, OR THE SERVICES.
c. IN NO EVENT WILL HIGHNOTE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING FROM THESE TERMS EXCEED USD $500 (FIVE HUNDRED UNITED STATES DOLLARS).
d. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
15. Arbitration/Class Action Waiver:
Agreement to Arbitrate:
i. You and Highnote agree that the sole and exclusive forum and remedy for resolution of any legal claim (“Claim”) arising out of this relationship or otherwise be a final and binding arbitration pursuant to this Section 15 (the “Arbitration Provision”), unless you opt out as provided in Section 15(c), below.
ii. As used in this Section 15,, Claim shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including (except to the extent provided otherwise in the last sentence of Section 16, below) the validity or enforceability of this Arbitration Provision, any part thereof, or the Terms in their entirety.
iii. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise.
iv. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
Federal Arbitration Act; Arbitrator’s Powers:
i. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”).
ii. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision.
iii. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
You may opt-out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to email@example.com within 60 days of the date of your electronic acceptance of these Terms.
1. The opt-out notice must clearly state that you are rejecting arbitration; identify the Terms to which it applies by date; provide your name, address, and social security number; and be signed by you.
2. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time.
3. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
i. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”).
ii. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law.
iii. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1-(800) 778-7879 or visit the AAA's website at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1-(800) 352-5267 or visit their website at: www.jamsadr.com.
iv. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.
v. With respect to all disputes arising in relation to these Terms, but subject to the preceding Arbitration Provision, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.
i. If Highnote elects arbitration, Highnote shall pay all the administrator's filing costs and administrative fees (other than hearing fees).
ii. If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules.
iii. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them, and we agree to do so.
iv. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
i. Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal.
ii. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding.
iii. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver:
i. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.
ii. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.
iii. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party.
iv. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 15(g), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.
v. Any challenge to the validity of this Section 15(g) shall be determined exclusively by a court and not by the administrator or any arbitrator.
i. Section 15 shall survive the termination of these Terms. If any portion of this Arbitration Provision other than Section 15(g) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force.
ii. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 15(g) are finally adjudicated pursuant to Section 15(g)(v) to be unenforceable, then no arbitration shall be had.
iii. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
i. Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Highnote agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco, California. Both you and Highnote consent to venue and personal jurisdiction there and agree to waive any of respective rights to a jury trial.
Waiver of Right to Litigate:
i. THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
16. Governing Law/Venue: Except for Section 15 which is governed by the FAA, these Terms and all Claims are governed by the laws of the State of California, without regard to conflict-of-law rules.
17. Geographic Restrictions:
a. Highnote makes no representation that the Website, Platform, Services, or Highnote Content is accessible outside of the United States.
b. Accessing or using the Website, Platform, or Services may not be legal by certain persons or in certain countries.
c. If you access any of the Website, Platform, or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Highnote with respect thereto.
18. Severability: If any provision of these Terms are found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, these Terms’ remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of these Terms shall remain in full force and effect.
19. Waiver: You agree that if Highnote does not enforce any of its legal rights or remedies under these Terms, or other legal rights or remedies Highnote has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.
20. General Terms:
a. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
b. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Terms.
c. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without Highnote’s prior written consent.
d. Highnote may assign these Terms or any of Highnote’s rights or obligations under these Terms at any time without notice.
e. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
21. Contact Us:
a. Highnote is located at 642 Harrison Street, Suite 100, San Francisco, California 94107 and can be contacted via email at firstname.lastname@example.org.
b. If you are a California Resident, you are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.