Last Updated: March 4, 2014
Access to and Use of the Services
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 Content in your account. If you are an individual user of the Services, and the domain of the primary email address associated with your account is owned or controlled by an organization and was assigned to you in connection with your employment or similar relationship with the organization, and that organization establishes a subscription service with Highspot and adds your account to such subscription service, then your account may become subject to the subscription service between Highspot and such organization and controlled by such organization.
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 other member’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 Software;
- reverse engineer, disassemble or decompile the software used to provide or access the Services, including the Software, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
- 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 or quotas;
- use the Services in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Services could lead to death, personal injury, or physical property or environmental damage;
- 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 unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Highspot unless your account is subject to a business or enterprise subscription service; (iv) store or transmit inappropriate Content, such as Content: (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 Content 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;
- 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 Software or the Services.
You are solely responsible for any and all data, documents, files, text, audio, video, images or other content or materials that you deliver, upload to or make accessible in the Solution (“Content”) and Highspot will not review, share or distribute any Content except to the extent necessary to provide and upgrade the Services or as may be required by law.
Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you or others make available on the Services.
You agree that you will: (a) promptly address and respond any notices or claims relating to the Content; and (b) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. Highspot will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You will immediately notify Highspot in writing of any unauthorized use of (a) any Content (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.
The Solution includes certain functionality that allows you to control access to your Content. Please review your account settings prior to using and accessing the Solution and make any modifications that you deem necessary or appropriate to control access to your Content by third parties.
Content Stored in the United States
The Services are provided from the United States. By using and accessing the Services, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Highspot reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least thirty (30) days notice of any such changes in the storage or processing location.
Payments for Services
All sales of subscription services are governed by Highspot’s Terms of Sale. Please refer to our Terms of Sale for the terms, conditions and policies applicable to your purchase of subscription services from Highspot.
We may automatically monitor your version of the Software. We may also automatically download to your computer or device new versions of the Software.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your use of or access to Services ends for any reason. When your use or access to the Services ends, you must promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software. We reserve all other rights to the Software.
Copyright and Limited License
Unless otherwise indicated in the Services, the Services and all content and other materials included in the Services, including, without limitation, the Highspot logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Highspot Materials”) are the proprietary property of Highspot or its licensors or users and are protected by U.S. and international copyright laws.
Repeat Infringer Policy
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 Services 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: email@example.com
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.
Highspot, the Highspot logos and any other Highspot product or service name or slogan contained in the Services are trademarks of Highspot, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Highspot or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing ” Highspot ” or any other name, trademark or product or service name of Highspot without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Highspot and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in or used in connection with the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Third Party Services and Content
The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Highspot does not control, endorse or adopt any third party content and makes no representation or warranties of any kind regarding the third party content, including without limitation regarding its accuracy or completeness. 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 Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Highspot shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should undertake any investigation you deem necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of Highspot’s breaches.
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.
User Content and Conduct
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, false, misleading, fraudulent or otherwise objectionable;
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Viruses, corrupted data or other harmful, disruptive or destructive files; and
- User Content that, in the sole judgment of Highspot, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Highspot or its users to any harm or liability of any type.
Highspot takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, or for any user conduct, nor is Highspot liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site 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. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. As a provider of interactive services, Highspot is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area.
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.
Suspension and Termination of Customer’s Use of the Services
Upon termination by Highspot, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Solution may not be retrievable, and we will have no obligation to maintain any data stored in your account.
In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, at our discretion we may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after registering, or (b) you do not engage in any activity in your account for any period of one-hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored with the Solution will be lost.
The Software and all underlying information and technology downloaded or viewed from the Site (collectively the “Software or Technical Data”) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401et seq.) and the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
HIGHSPOT PROVIDES THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIGHSPOT MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HIGHSPOT, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EVEN IF HIGHSPOT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF HIGHSPOT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
Applicable Law and Venue
Assignment and transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this agreement, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Services.
The Policies constitute the entire agreement between you and Highspot regarding the Services and supersede any prior contract or oral or written statements regarding your use of the Service.
Questions & Contact Information
Questions or comments about the Site may be directed to Highspot at firstname.lastname@example.org.
Additional information regarding the Services may also be found at the Site.