- Modification. HIGHLYTE MAY, FROM TIME TO TIME, WITH OR WITHOUT NOTICE, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE HIGHLYTE OR THIS AGREEMENT. IN THE EVENT HIGHLYTE MODIFIES, LIMITS, CHANGES, OR REPLACES HIGHLYTE OR THIS AGREEMENT, YOUR USE OF HIGHLYTE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. You may read a current, effective copy of this Agreement at any time by visiting https://HIGHLYTEmedia.io/highlyte-terms-of-use.
As used in this Agreement:
- Account means a Registered User’s account with Highlyte wherein Content may be uploaded for compliance checks.
- Cannabis Content means any and all content featuring cannabis, Cannabidiol (“CBD”), and related accessories that Registered Users upload to Highlyte
- Compliance Reports means the output of results generated by HIGHLYTE’s state-of-the-art artificial intelligence that checks Cannabis Content to detect potential risk under certain local, state, and federal laws and regulations, as well as social media platform regulations and guidelines.
- “Enterprise Customer(s)” means any Registered User(s) that opts to receive Professional Services from HIGHLYTE.
- “Professional Services” means any additional Highlyte goods and/or services received by Enterprise Customers in lieu of, or in addition to, the standard Highlyte subscription. All Professional Services received by Enterprise Customers are articulated in a separate Statement of Work(s), any and all of which are incorporated into this Agreement via reference.
- Registered User(s) means any individual and/or company that subscribes to Highlyte and creates an Account, including any team members invited to join by the individual and/or company.
- Visitor(s) means any individual that visits and browses the Highlyte website, but does not create an Account.
- User(s) means all individuals, including Registered Users and Enterprise Customers, that visit, access, and use Highlyte.
- You / Your / You’re means Users.
- About Highltye. Highlyte is a proprietary software as a service platform through which Registered Users connect their Instagram account and/or directly upload Cannabis Content to generate Compliance Reports that identify and highlight risks contained within that Cannabis Content relative to certain local, state, and federal laws and regulations. Registered Users are also able to conduct a “health check” of their Instagram account through Highlyte to assess the overall compliance of their Instagram posts.
- About Compliance Reports. Highlyte generates Compliance Reports for images, video, and text Cannabis Content uploaded by Users. Compliance Reports provide a detailed analysis, highlighting potential issues with uploaded Cannabis Content that may put the Registered User at risk with regulators or third-party platforms like social media websites. Registered Users may share Compliance Reports with other Users. By uploading Cannabis Content to Highlyte, you are allowing Highlyte to use your Cannabis Content in association with developing machine learning and/or artificial intelligence. You agree that HIGHLYTE may conduct manual reviews of all Cannabis Content uploaded to Highlyte while the machine learning and/or artificial intelligence is being developed, improved, and trained.
- User Warranties and Representations.
- Age and Capacity to Enter Agreement. You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that you are a human individual that is eighteen (18) years of age or older. If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any pre-existing agreement.
- Information Accuracy. You warrant and represent that any and all information that you provide to HIGHLYTE and through Highlyte is accurate and valid. You agree to comply in good faith with the terms of this Agreement.
- Cannabis Content Ownership. You warrant and represent that any and all Cannabis Content uploaded to the Highlyte belongs to you and does not infringe on the rights of any third-parties, including intellectual property rights and rights of publicity. You will not upload Cannabis Content featuring other third-parties without that third-parties prior authorization. You will not use the Highlyte in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use Highlyte. Highlyte is operated in the United States and HIGHLYTE makes no representation that Highlyte, the Professional Services, and/or other services or products are appropriate, lawful, or available for use in other locations.
- No Legal Advice. The information and Compliance Reports provided through Highlyte and the Profressional Services does not, and is not intended to, constitute legal advice. Users should contact their attorney to obtain advice with respect to any particular legal matter.
- Compliance Report Accuracy. Any Compliance Report generated by Highltye is to be used at your own risk. HIGHLYTE cannot guarantee the accuracy of the results contained with Compliance Reports and shall not be liable for any errors or inaccuracies of the Compliance Reports, including, without limitation, with respect to Cannabis Content’s legal compliance under local, state, and federal laws and regulations related to cannabis and CBD.
- Ownership of Highlyte and License.
- You acknowledge and agree that HIGHLYTE is the owner of, or has rights in and to, Highlyte and its associated services, content, and proprietary software as a service platform, including but not limited to all intellectual property rights inherent therein. Highlyte is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using Highlyte for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly Highlyte, whether in whole or in part, without the prior written consent of HIGHLYTE.
- HIGHLYTE hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use Highlyte for its customary and intended purposes. Violation of the terms of this Agreement or use of Highlyte for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying Highlyte or any portion of it will result in the termination of this license. Absent prior written permission from HIGHLYTE, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes Highlyte or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to HIGHLYTE.
- Intellectual Property. All trademarks (common law or registered) and copyrights (common law or registered) displayed through Highlyte are the property of their respective owners. Specifically, all photographs featured on Highlyte are copyrighted and owned by HIGHLYTE, unless otherwise stated. All HIGHLYTE marks are the property of HIGHLYTE, including, but not limited to HIGHLYTE, HIGHLYTE, and all related logos. Highlyte, including its look and feel, color selections, layout, and arrangement, is the trade dress of HIGHLYTE. You are prohibited from using HIGHLYTE’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of HIGHLYTE
- Highlyte Use and Registration.
- Account Creation. Visitors may visit and browse the Highlyte website for free and are not able to create an Account. Registered Users have the option to create a free Account to use Highlyte or Registered Users may enter into a subscription plan to gain access to more features in Highlyte. Registered Users may invite other team members to join their Account and those team members will be given the same type of access as the Registered User that invited them. Registered Users are able to sync both their DropBox and Google Drive for easy import and export of Cannabis Content to Highlyte.
- Account Access. Registered Users may login into their account with an email or username and password. Registered Users agree to keep their Account secure from unauthorized access. Registered Users should not reveal their Account credentials to others. Registered Users agree that they alone are responsible for their Account and all associated Cannabis Content. Registered Users accept full responsibility for any and all use of their Account, whether authorized or unauthorized. In the case of unauthorized access to a Registered User’s Account, you agree to contact HIGHLYTE immediately. Registered Users agree to hold harmless and indemnify HIGHLYTE for any damages that arise out of or in relationship to the use of their Account.
- Account Information. You have a duty to ensure that the information and Content provided through Highlyte and your Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through your Account and Highlyte if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not interfere with or disrupt a third party’s enjoyment and use Highlyte. HIGHLYTE reserves the right to restrict access to, monitor, suspend, disable, or delete Registered Users’ Cannabis Content or information at any time, in its sole discretion, and without prior warning. You agree to hold harmless and indemnify HIGHLYTE for any damages that arise out of or in relation to the use of Highlyte.
- Payment. Payments toward a Registered User’s Highlyte subscription are processed through a third-party payment processor, Elavon. Registered Users agree that they will be charged a recurring monthly fee for access to Highlyte. By utilizing Elavon, Registered Users agree that they are subject to ChargeBee’s separate terms of service, located here. HIGHLYTE reserves the right to charge and/or change the service fee. Registered Users agree that they are responsible for paying all applicable taxes, duties, levies, or charges imposed by any governmental entity anywhere in the world in connection with their use of Highlyte. You understand that HIGHLYTE will not be held liable for any Registered User’s failure to complete a transaction entered into through Highlyte.
- Refund Policy. HIGHLYTE has a no refund policy for subscriptions to Highlyte. Registered Users are able to cancel subscriptions immediately, but if a subscription is canceled mid-term, HIGHLYTE will not issue any refund and/or credit for the canceled subscription.
- Social Media Services.
- Integration. Highlyte enables Registered Users to integrate with certain social media services, such as Instagram, to upload Cannabis Content and generate Compliance Reports (collectively, the “Social Media Services”). By logging in or directly integrating these Social Media Services into Highlyte, we are able to make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for, or log into Social Media Services on the web sites of their respective providers (i.e., you will provide your login information, like your password, directly to such Social Media Services, and not to HIGHLYTE). Registered Users agree and authorize HIGHLYTE to pull information and Cannabis Content made available through your Social Media Services accounts into Highlyte.
- User Generated Content.
- Submission. Users may submit content to Highlyte, including, but not limited to Cannabis Content, text, photos, videos, questions, comments, suggestions, ideas, feedback, and/or other information (collectively “User Generated Content”). Users are solely responsible for any and all User Generated Content that they upload to Highlyte, including through Social Media Services. Except as otherwise licensed herein, you own all rights in and to your User Generated Content. User Generated Content may be hosted, shared, and/or published as part of Highlyte’s associated services. User Generated Content posted to public areas of the Hightlyte, including as comments to posts and reviews, will be publicly visible to all visitors of Highlyte. You expressly acknowledge, however, that HIGHLYTE does not guarantee any confidentiality with respect to any submissions of your User Generated Content.
- License. By submitting User Generated Content to Highlyte, you grant HIGHLYTE a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of Highlyte and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, sell, display, research, and use any of the User Generated Content. These purposes may include, but are not limited to, developing machine learning and artificial intelligence, conducting manual reviews of User Generated Content as needed while machine learning and artificial intelligence is being developed, improved, and trained in furtherance of delivering Compliance Reports, providing you or third parties with Highlyte or its associated services, improving Highlyte or its associated services, and archiving or making backups of Highlyte.
- Warranties and Representations. You warrant that any User Generated Content that you submit to Highlyte will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international. You agree that you are solely responsible for any User Generated Content that you submit to Highlyte. HIGHLYTE acts solely as a repository of data, and therefore makes no guarantees as to the validity, accuracy, relevance, usefulness, or legal status of any User Generated Content. HIGHLYTE does not guarantee the confidentiality of any User Generated Content you share through Highlyte with any third party.
- Removal. HIGHLYTE reserves the right to remove User Generated Content without prior notice and may, at its sole discretion, remove User Generated Content that it determines violates the terms of this Agreement. HIGHLYTE also reserves the right to terminate a User’s access to Highlyte for any reason, including, but not limited to, for repeatedly infringing on the intellectual property or other rights of third parties or otherwise violating the terms of this Agreement, or for no reason, and without prior notice.
- Copyright Policy.
The HIGHLYTEMedia.io website and its associated services, content, and proprietary software as a service platform (collectively “Highlyte”) are © 2021 HIGHLYTE Media Company Inc.
HIGHLYTE respects the intellectual property rights of others and is committed to helping third parties protect their rights. Users are prohibited from posting content that violates another party’s intellectual property rights. Unless otherwise stated, Highlyte and all content within this site are the property of HIGHLYTE and are protected by copyright and other intellectual property laws.
By using Highlyte, you agree that you will not use any devices, software or automated programs such as spiders, crawlers or robots to systematically index, aggregate, download, harvest or re-publish any of its content or information.
If you believe that a user of HIGHLYTE has infringed upon your copyright rights, please provide HIGHLYTE with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once HIGHLYTE receives a notice of copyright infringement in compliance with § 512, we will act with commercial reasonableness to remove or disable access to the allegedly infringing content. HIGHLYTE will also make a good faith attempt to notify the owner or uploader of the allegedly infringing content. The owner or uploader may respond to HIGHLYTE with a counter-notification if they believe the content subject to a notice of copyright infringement was not infringing any intellectual property rights.
The notice of copyright infringement must be in compliance with § 512 of the Digital Millennium Copyright Act and must also contain the following:
- The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work(s) alleged to have been infringed;
- The location of the copyrighted work(s) on Highlyte;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
Conversely, if you are a Highlyte user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification. The counter-notification must contain the following:
- Identification of the specific materials that have been removed from Highlyte;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
- A statement that you consent to the jurisdiction of the federal district court in which your address is located or, if you are outside of the US, that you consent to the jurisdiction of the federal courts located in California;
- A statement that you will accept service of process from the notifying party; and
- Your physical or electronic signature.
Notifications of copyright infringement and counter-notifications may be submitted to:
1450 Sutter Ave, #112
San Francisco, CA 94109
- Repeat Infringers.
HIGHLYTE, in its sole discretion, may limit or terminate access to Highlyte for Users who are deemed to be repeat infringers. HIGHLYTE may also, in its sole discretion, limit or prevent access to Highlyte by any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Prohibited Uses.
a) You expressly agree that you will not use Highlyte to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for use outside of the customary and intended purposes of Highlyte.
b) Specifically, you are prohibited from:
Posting or transmitting Cannabis Content - or any other content - that:
I. Infringes upon the intellectual property rights of others;
- Threatens or encourages bodily harm and/or destruction of property or that is offensive, defamatory, derogatory, pornographic or obscene;
- Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;
- Incites any illegal activity or unlawful sexual solicitation;
- Relates to weaponry, controlled substances, gambling, or debt collection;
- Raises support or defense of anyone alleged to be involved in criminal activity;
- Impersonates another or is fraudulent, inaccurate, or misleading;
- Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
- Intends to collect personal or personally identifiable information from others;
- Violates any term or condition of this Agreement;
II. Using a robot, spider, scraper, or other automated technology to access Highlyte;
III. Imposing a disproportionate load on Highlyte or its server infrastructure or otherwise attempting to interfere with the operation of Highlyte;
IV. Attempting to gain access to the private data or personal information of a Highlyte user or third party;
V. Circumventing HIGHLYTE’s technological and physical security measures;
VI. Suggesting an affiliation with or endorsement by HIGHLYTE.
c) If you encounter or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to HIGHLYTE by sending an email to: hello@HIGHLYTEmedia.io.
- Third Party & Affiliate Links.
You understand that Highlyte may contain links to third party websites, applications, or services that HIGHLYTE does not own or control. You agree that HIGHLYTE will not be held responsible or liable for the content of third-party websites, applications, or services and that HIGHLYTE’s inclusion of those websites, applications, or services within Highlyte does not constitute HIGHLYTE’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.
- No Endorsement.
- You understand that Highlyte may contain links to third party websites, applications, or services that HIGHLYTE does not own or control. You agree that HIGHLYTE will not be held responsible or liable for the content of third-party websites, applications, and services and that HIGHLYTE’s inclusion of those websites, applications, or services within Highlyte does not constitute HIGHLYTE’s endorsement of, recommendation or, or affiliation with any of those websites, applications, or services.
- In addition, HIGHLYTE is not responsible for the accuracy, availability or reliability of any information, data, content, goods, opinions, advice, or statements made available in connection with Social Media Services. As such, HIGHLYTE is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Services. The integration or inclusion of such features does not imply an endorsement or recommendation of any particular Social Media Services.
- Mobile Devices.
Highlyte is fully accessible via a mobile device. To the extent you access Highlyte through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply. HIGHLYTE is not responsible for any fees or errors that occur while accessing Highlyte via mobile device.
- Section 230 of Communications Decency Act.
You acknowledge and agree that HIGHLYTE is an interactive computer service provider under Section 230 of the Communications Decency Act. Though HIGHLYTE may edit, remove, or control the content displayed through Highlyte, you agree that HIGHLYTE will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through Highlyte or otherwise.
- Term and Termination.
- Registered Users. This Agreement will remain in force and effect for Registered Users so long as Highlyte is in operation. HIGHLYTE may terminate this Agreement without liability at any time, without notice, and for any reason, including, but not limited to, for your violation of a term of condition of this Agreement. Registered Users may terminate this Agreement by cancelling their paid Account. Registered Users that have a free Account may terminate this Agreement by emailing support@HIGHLYTEmedia.io. Registered Users who terminate this Agreement will no longer receive access to Highlyte.
- Enterprise Customers. This Agreement is for the Term as specified in the Statement of Work executed by the Enterprise Customer. Either Enterprise Customers or HIGHLYTE may terminate this Agreement for any reasons or for no reason at all by providing thirty (30) days written notice. Enterprise will pay in full for the Professional Services up to and including the last day on which the Professional Services are provided.
- Disclaimer of Warranties.
- HIGHLYTE, ITS AFFILIATES, THE BRANDS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT HIGHLYTE AND ANY PROFESSIONAL SERVICES RECEIVED, INCLUDING, BUT NOT LIMITED, TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. HIGHLYTE SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF HIGHLYTE OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE OF HIGHLYTE AT YOUR OWN RISK.
- HIGHLYTE IS STILL PARTIALLY IN DEVELOPMENT AND CONSIDERED TO BE IN BETA AND IS NOT INTENDED TO BE THE FINAL PRODUCT. HIGHLYTE IS PROVIDED ON AN “AS IS'' AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. HIGHLYTE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY. HIGHLYTE ALSO DISCLAIMS ANY AND ALL WARRANTIES AS TO THE ACCURATENESS OF THE COMPLIANCE REPORTS RESULTS AND HIGHLYTE’S FUNCTIONALITY IN GENERAL.
- HIGHLYTE DOES NOT WARRANT THAT HIGHLYTE WILL OPERATE ERROR‑FREE OR THAT HIGHLYTE, CANNABIS CONTENT, OR USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF HIGHLYTE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, HIGHLYTE SHALL BE RESPONSIBLE FOR THOSE COSTS. HIGHLYTE WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH HIGHLYTE AT ANY TIME.
- NOTHING ON HIGHLYTE, WITHIN THE PROFESSIONAL SERVICES, OR IN ANY OTHER PORTION OF THE RELATED SERVICES, CONSTITUTES ACTUAL LEGAL OR REGULATORY ADVICE, OPINION, OR RECOMMENDATION BY HIGHLYTE. IF LEGAL ASSISTANCE IS REQUIRED, USERS SHOULD SEEK THE SERVICES OF A LICENSED ATTORNEY.
- Limitation of Liability.
- HIGHLYTE WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF HIGHLYTE AND/OR THE PROFESSIONAL SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. HIGHLYTE WILL ALSO NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM USE OF CANNABIS CONTENT THAT HAS BEEN ASSESSED WITHIN A COMPLIANCE REPORT ON HIGHLYTE OR PURSUANT TO PROFESSIONAL SERVICES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT HIGHLYTE CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR SERVICES AND/OR PROFESSIONAL SERVICES THROUGH HIGHLYTE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO HIGHLYTE, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
- HIGHLYTE AND ITS WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. HIGHLYTE IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS ON THE HIGHLYTE.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
23. Mutual Indemnification.
- Each Party agrees to indemnify, defend and hold the other Party harmless from any and all third-party claims, demands, costs, liabilities, losses, and damages (including reasonable attorney’s fees and costs) arising out of or in connection with this Agreement.
24. Jurisdiction and Governing Law.
This Agreement will be interpreted, governed, construed, and enforced in accordance with the laws of the United States of America and the State of California without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in California, with venue proper in San Francisco, California.
25. Dispute Resolution.
b. Pre-Arbitration Dispute Resolution. HIGHLYTE is always interested in resolving any disputes amicably and efficiently, and most User concerns regarding Highlyte can be resolved quickly and to the User’s satisfaction by emailing customer support at support@HIGHLYTEmedia.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to HIGHLYTE should be sent to 1450 Sutter Ave #112, San Francisco, CA 94109 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If HIGHLYTE and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or HIGHLYTE may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by HIGHLYTE or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or HIGHLYTE is entitled.
c. Binding Arbitration. YOU AND HIGHLYTE AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF HIGHLYTE, OR THE PURCHASE OF SERVICES FROM HIGHLYTE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN SAN FRANCISCO, CALIFORNIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND HIGHLYTE AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF CALIFORNIA. YOU AND HIGHLYTE AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
26. Limitation Actions.
d. HIGHLYTE AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO HIGHLYTE, THE PROFESSIONAL SERVICES, AND/OR ANY RELATED SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
e. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST HIGHLYTE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
27. No Assignment.
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. HIGHLYTE may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Highlyte.
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
29. No Waiver.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
30. Child Online Privacy Protection Act.
Highlyte is not directed to persons under the age of eighteen (18) and HIGHLYTE will not knowingly collect personally identifiable information from children under the age of eighteen (18). If HIGHLYTE inadvertently collects such personally identifiable information, HIGHLYTE will delete the personally identifiable information in accordance with its security protocols.
The following sections shall survive termination of this Agreement: Section 5 (User Warranties and Representations); Section 6 (Disclaimers); Section 7(a) (Ownership of Highlyte); Section 8 (Intellectual Property); Section 12 (User Generated Content); Section 13 (Copyright Policy); Section 15 (Prohibited Uses); Section 20 (Term and Termination); Section 21 (Disclaimer of Warranties); Section 22 (Limitation of Liability); Section 23 (Mutual Indemnification); Section 24 (Jurisdiction and Governing Law); Section 25 (Dispute Resolution); Section 26 (Limitations on Actions); Section 27 (No Assignment); Section 28 (Severability); Section 29 (No Waiver); Section 31 (Survival); Section 32 (Integration); Section 33 (Entire Agreement); Section 34 (Reservation of Rights); and Section 35 (Notices).
Any Statement of Work(s) entered into between HIGHLYTE and Enterprise Customers are incorporated into this Agreement via reference. In the event of conflict between any Statement of Work(s) and this Agreement, this Agreement shall control.
33. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties for use of Highlyte.
34. Reservation of Rights.
All rights not expressly granted herein are reserved to HIGHLYTE.
Any notice required by this Agreement must be in writing and must be emailed to HIGHLYTE at: firstname.lastname@example.org. Any notice required to be provided by HIGHLYTE will be sent to the email address on file with the Registered User and/or Enterprise Customer.