Last Updated: November 16, 2020
Highspot Customers: Your use of the Services is governed pursuant to a separate Master Subscription Agreement by and between You and Highspot (the “Agreement”), and these Terms are incorporated into your Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) your applicable Order Form, (2) your Agreement, and (3) these Terms. All capitalized terms not defined herein shall have the meaning set forth in your Agreement.
I. The Services
A. Access to and Use of the Services by Highspot Customers and their Users
You may access and use the Services only in compliance with these Terms and applicable laws.
In the event that a third party, such as your employer, created your account or pays for your account under a subscription service, that party will have certain rights to your account, including the right to manage your account, reset your password, suspend or cancel your account, view your account activity, and read and/or store Customer Data in your account. In some cases, an account may be assigned to you by an administrator, such as your employer or educational institution.
Before you may access and use the Services, you will need to register with Highspot and create an account. When creating your account, you must provide and maintain up-to-date, accurate, and complete information about you as may be requested during the registration process. You may not access any third party’s account and you may not authorize any third party to access your account or use the Services on your behalf. Each Highspot account may only be used by a single person. You agree to contact Highspot immediately in the event of any suspected or actual misuse or breach of security or unauthorized use of your account. You are solely responsible for your account activity and you must keep your account and passwords confidential and secure. Highspot is not responsible or liable for any loss or damage arising from any unauthorized use of your account.
You agree not to use the Services to harm, threaten, or harass another person, organization, or Highspot. In addition, you agree not to: damage, disable, overburden, or impair the Services (or any network connected to the Services); resell or redistribute the Services or any part of it; use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Highspot) to access or use the Services. You also agree that you will not and will not encourage or assist any third party to:
- modify, alter, tamper with, repair, or otherwise create derivative works of any Services;
- reverse-engineer, disassemble, or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services;
- sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure, or alter any proprietary rights notice pertaining to the Services;
- access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits, authorized users, or quotas;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send spam, chain letters, pyramid schemes, or any other similar form of duplicative messages; (iii) store or transmit inappropriate Customer Data, such as Customer Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Customer Data that contains or is used to initiate a denial of service attack, software viruses, or other harmful or deleterious computer code, files, or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk, or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by Highspot to provide the Services or used by other users’ to access the Services, or violate any third-party regulations, policies, or procedures of such servers or networks;
- access or attempt to access Highspot’s other accounts, computer systems, or networks not covered by these Terms, through password mining or any other means;
- cause, in Highspot’s sole discretion, inordinate burden on the Services or Highspot’s system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
You will immediately notify your system administrator and Highspot in writing of any unauthorized use of (a) any Customer Data (b) your account, or (c) the Services and you agree to take reasonable steps to terminate such unauthorized use. Upon Highspot’s reasonable request, you will cooperate with and provide assistance to Highspot in connection with any such unauthorized use.
You acknowledge that Highspot may access Customer Data submitted to the Services for the purpose of developing and improving the Services, and any other of Highspot’s current and future similar or related features, products and/or services.
You shall comply with all applicable laws and regulations in Your collection, use, processing and retention of any images, text, sounds and/or other data submitted to the Services, and hereby represent and warrant that You have obtained all consents and provided all notices (including, if applicable, through clear disclosure in privacy policies) that are necessary to use, process, and retain all images, text, sounds and/or other data You submit to the Services.
Sensitive personal data may not be submitted to the Services, including images, text, sounds or other data containing or revealing government-issued identification numbers; financial information (such as credit or debit card numbers, any related security codes or passwords, and bank account numbers); racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, information concerning health or sex life; information related to an individual’s physical or mental health; and information related to the provision or payment of health care. Additionally, You may not use the Services to create or analyze biometric identifiers such as face prints, voiceprints, fingerprints, or scans of eyes, hands or facial geometry, nor may You use the Services for the purposes of analyzing, profiling or targeting someone’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, age, gender, sex life, sexual orientation, criminal convictions, disability, health status or medical condition.
C. Analytics of Customer Data to Improve the Services
Highspot may store and use metadata associated with Customer’s use of the Services, including but not limited to IP addresses, stored sessions, and network metadata (collectively, “Customer Metadata”) for the purpose of providing the Services to Customer. In addition, Highspot may track and analyze the usage of the Services for purposes of security and helping Highspot improve both the Services and the user experience in using the Services. For example, we may use this information to understand and analyze trends or track which of our features are used most often to improve product functionality. Highspot may aggregate Customer Data (electronic data and information submitted by or for Customer to the Services, excluding Non-Highspot Applications) and Customer Metadata with data and metadata from other Highspot customers or other sources, provided that such data and metadata is not identifiable as Customer Data or Customer Metadata and Customer cannot be recognized as its source. Highspot may share anonymous usage data with Highspot’s service providers for the purpose of helping Highspot in such tracking, analysis, and improvements. Additionally, Highspot may share such anonymous usage data on an aggregate basis in the normal course of operating our business; for example, we may share information publicly to show trends about the general use of our Services.
D. License by Customer to Use Feedback
Customer grants to Highspot and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Highspot’s or its Affiliates’ services.
E. Updates to the Services
Highspot reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a component of the Services altogether.
II. The Sites
A. Modifications and Termination of the Sites
We reserve the right to modify our Sites at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Sites at any time.
B. Content You Post on the Sites
We may provide opportunities for you to post text, photographs, videos, or other content (collectively, “Content”) on the Sites. You can only post Content if you own all the rights to that Content, or if another rights holder has given you permission. You do not transfer ownership of your Content simply by posting it. However, by posting Content, you grant us, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content. Without those rights, we couldn’t offer our Sites. Please note that this license continues even if you stop using our Sites.
You agree to indemnify, release, and hold us harmless from any and all liability, claims, actions, loss, harm, damage, injury, cost, or expense arising out of any Content you post.
Although Highspot has no obligation to screen, edit, or monitor any of the Content posted to the Sites, Highspot reserves the right, and has absolute discretion, to remove, screen, or edit any Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense. Enforcement of the user content or conduct rules set forth in these Terms is solely at Highspot’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances.
Keep in mind that if you send us any information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you.
C. Content Posted by Others on the Sites
We are not responsible for, and do not endorse, Content posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another member. You acknowledge and agree that Highspot is not responsible or liable in any manner for any third-party content and undertakes no responsibility to update or review any third-party content. Similarly, we are not responsible for any third-party content you access with the Sites, and you irrevocably waive any claim against us with respect to such sites and third-party content.
D. Marketing and Promotions; Third-Party Products and Services
Highspot may participate in marketing and promotions with third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Highspot does not endorse or make any representations or warranties regarding any third-party products, services, promotions, or vendors. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party. Highspot is not responsible or liable in any manner for any third-party products or services, for any loss or damage of any sort incurred as the result of any products, services, dealings, or promotions or as the result of the presence of such third parties or third-party information on the Site.
E. Your Use of the Sites
Please do not use the Sites in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms).
It should be common sense, so we won’t bore you with a list of things you shouldn’t do. But if we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Sites, and take appropriate legal actions.
Using our Site does not give you ownership of any intellectual property rights to the content you access. You may not use content from our Sites unless you obtain permission from us or its owner, or unless you are otherwise permitted by law.
F. Intellectual Property on the Sites
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Highspot has adopted a policy of terminating, in appropriate circumstances and at Highspot’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Highspot may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything on or in the Sites infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.
Name of Agent Designated to Receive Notification of Claimed Infringement: DMCA Copyright Agent
Full Address of Designated Agent to Which Notification Should be Sent: 2401 Fourth Avenue, Suite 800, Seattle, WA, 98121; Telephone Number of Designated Agent: (206) 535-2855; Facsimile Number of Designated Agent: (206) 535-2865; E-Mail Address of Designated Agent: firstname.lastname@example.org
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification.
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
G. Social Networks
H. Our Warranties and Disclaimers
We provide our Sites using a commercially reasonable level of care and promise to do our best to make sure you enjoy the Sites. But there are certain things that we don’t promise about our Sites.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER HIGHSPOT, INC. NOR ITS AGENTS OR SERVICE PROVIDERS (THE “SERVICES ENTITIES”) MAKE ANY SPECIFIC PROMISES ABOUT THE SITES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SITES, THE SPECIFIC FUNCTION OF THE SITES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SITES “AS-IS.”
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
I. Liability for our Sites
EXCEPT WHERE PROHIBITED, THE SERVICE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SITES OR ANY THIRD PARTY’S USE OF THE SITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
J. Additional Details
If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we’re OK with what you did, or we are giving up any rights that we may have (such as taking action in the future).
These Terms are governed by and construed in accordance with the laws of Washington, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Sites resides in the courts located in King County, Washington, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If it turns out that a particular provision in these Terms is not enforceable, that will not affect any other provision.
Questions or comments about the Site may be directed to Highspot at email@example.com.