Last Revised: July 22nd 2022
1. ACCEPTANCE OF TERMS
PLEASE REVIEW THE TOU CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR ACCESSING OR OTHERWISE USING THE SERVICE OR ANY OF ITS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN THE TOU, INCLUDING ANY UPDATES OR REVISIONS THERETO POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THE TOU, DO NOT ACCESS, OR USE THE SERVICE.
If you are under 13 years of age, you may not use the Service. If you are at least 13 years of age but under 18 years of age or the age of majority in your jurisdiction, whichever is greater, you represent and warrant that you have obtained the consent of your parent or legal guardian before accessing or using the Service. Otherwise, you represent and warrant that you are: (i) at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; and (ii) of legal age to form a binding contract. In all cases, you represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country of residence or any other applicable jurisdiction. Some parts of the Service may have different age requirements, which will be noted in those parts of the Service.
We provide the Service through a digital platform consisting of an App (as defined below) and the Site.
This TOU is a contract between you and Highlight Experience, Inc., a Delaware corporation and its affiliates and subsidiaries.
These Terms and Conditions govern the subscription, payment, use and enjoyment of the Services, including all features and functionalities, website, and user interfaces, as well as Content and software relating thereof.
3. GRANT OF RIGHTS
a)Subject to your compliance with the TOU in all material respects, TheHighlightsApp grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view Content from the Service for your personal, non-commercial use only.
b)To the extent that the Site provides online access to any software, application, or other similar online components including, without limitation, from third party suppliers (including technology licensors or integration partners) or service providers, then, subject to your compliance with the TOU in all material respects, TheHighlightsApp grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in executable, machine-readable, object code form within the online platform provided by TheHighlightsApp for accessing such components and only for your personal, non-commercial purposes.
c)Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by TheHighlightsApp.
e)This is a license agreement and not an agreement for sale or assignment of any rights of the Service. Except as we specifically agree in writing, no element or component of the Service, including without limitation, those third-party elements or components that may be have been incorporated into the Service, may be used or exploited in any way other than as part of the Service made available to you. You may own the physical media on which elements of the Service are made available to you, but we (or our third party suppliers, including technology licensors or integration partners, or service providers, as applicable) retain full and complete ownership of TheHighlightsApp intellectual property. We do not transfer title to any portion of the TheHighlightsApp Service, Site, App, software, applications, content, virtual items or other materials and/or services to you.
a)In registering for the Service, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the Service's registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or TheHighlightsApp reasonably suspects that you have done so, TheHighlightsApp may suspend or terminate access to the Service in its sole discretion.
b)You are fully responsible for all activities that occur under your account, whether it is undertaken by you, a minor under your supervision, or any other person. This includes using the Service and any features within the Service. You may not share your account or password with anyone. You agree to notify TheHighlightsApp immediately of any unauthorized use of your account or password or any other similar breach of security.
5. RIGHTS TO CONTENT
a)As between you and TheHighlightsApp, you agree that TheHighlightsApp and/or its licensors own and retain all rights, title and interest in the Service and all materials within the Service. You may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Service; (iv) aggregate or combine the Content with any other third-party content, material, or data; or (v) access the Service for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by TheHighlightsApp. TheHighlightsApp reserves all rights not expressly granted to you.
b)Highlights Experience, Inc., the terms TheHighlightsApp, TheHighlightsApp logo and all related names, logos, product and service names, designs and slogans are trademarks of TheHighlightsApp or its affiliates or licensors. You must not use such marks without the prior written permission of TheHighlightsApp. All other names, logos, product and service names, designs, and slogans on TheHighlightsApp website are the trademarks of their respective owners.
6. USER CONDUCT
You may use the Service only for lawful purposes and in accordance with this TOU. You agree not to use the Service:
a)upload, post, email, transmit or otherwise make available any Content that:
(i)is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable;
(ii)may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
(iv)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
(v)contains software viruses or any other code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware;
b)impersonate any person or entity, including, but not limited to, TheHighlightsApp personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
c)forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
d)act in a manner that negatively affects the ability of other users to access or use the Service;
e)take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
f)interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
g)use spiders, crawlers, robots, or any other similar means to access the Service or substantially download, reproduce, or archive any portion of the Service;
h)sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including, but not limited to, your user account and password; or
i)violate any applicable local, state, provincial, federal, national, or international law or regulation.
7. MONITORING AND ENFORCEMENT; TERMINATION
We have the right to:
-Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
-Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this TOU.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site or the App. YOU WAIVE AND HOLD HARMLESS THEHIGHLIGHTSAPP AND ITS AFFILIATES, LICENSEES, THIRD PARTY SUPPLIERS, TECHNOLOGY LICENSORS, INTEGRATION PARTNERS, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
If you elect to provide or make available to TheHighlightsApp any suggestions, comments, ideas, improvements, or other feedback relating to the Service (“Suggestions”), TheHighlightsApp shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you. You will not knowingly provide TheHighlightsApp any Suggestion that is subject to third party intellectual property rights.
9. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
a)Your dealings with advertisers and other third parties who market, sell, buy, or offer to sell or buy any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the advertiser or other third party. You acknowledge and agree that TheHighlightsApp shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.
b)The Service provided to you hereunder may require data usage from a third-party service provider such as a wireless carrier and/or an Internet service provider (“ISP”). As between you and TheHighlightsApp, you are responsible for obtaining services from such ISP and you are responsible for all charges related to such services from ISPs, including without limitation airtime service charges, Internet access charges, and data usage charges and overages.
c)You should give due consideration before sharing your personal information with other persons or parties you may interact or communicate with within the Services. You acknowledge and agree that TheHighlightsApp shall not be liable for any loss or damage of any kind incurred as a result of such interactions.
10. RELIANCE ON INFORMATION POSTED; LINKS AND EXTERNAL MATERIALS
a)The Content or information presented through the Service or through the Site or the App is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, App, or user of the Service, or by anyone who may be informed of any of its contents.
c)Linking to the Site, App and Social Media Features: You may link to our Site or App’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Service may provide certain social media features that enable you to:
(i) Link from your own or certain third-party websites to certain content on the Service.
(ii) Send e-mails or other communications with certain content, or links to certain content, on the Site or App.
(iii)Cause limited portions of content on the Service to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
(i)Establish a link from any website that is not owned by you.
(ii)Cause the Service or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
(iii)Link to any part of the Site or the App where your access is not authorized.
(iv)Otherwise take any action with respect to the materials on the Service that is inconsistent with any other provision of this TOU.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content standards set out in this TOU.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
d)Links from the Site or the App: If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site or the App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
11. MODIFICATIONS TO THE SERVICE
TheHighlightsApp reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, the Service (or any portion thereof) with or without notice. You agree that TheHighlightsApp shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service (or any portion thereof).
12. TERMINATION AND SURVIVAL
In the event that you violate the TOU, all rights granted to you under the TOU shall be terminated immediately, with or without notice. The provisions of the TOU that should by their nature survive termination of the TOU shall survive such termination.
13. APP STORE TERMS
You agree to indemnify and hold TheHighlightsApp and its parents, subsidiaries, affiliates, officers, directors, employees, agents, suppliers (including technology licensors and integration partners) and service providers, partners, and licensors (collectively, “TheHighlightsApp Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of your: (a) access to or use of the Service; (b) violation of the TOU or any law or regulation; or (c) violation of any rights of another party.
15. DISCLAIMER OF WARRANTIES
a)YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEHIGHLIGHTSAPP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b)THEHIGHLIGHTSAPP PARTIES MAKE NO WARRANTY AND PROVIDE NO CONDITIONS THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
16. LIMITATION OF LIABILITY
a)YOU ACKNOWLEDGE AND AGREE THAT THEHIGHLIGHTSAPP PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THEHIGHLIGHTSAPP PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. THE TOTAL LIABILITY OF THE HIGHLIGHTSAPP PARTIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE EXCEED THE GREATER OF TEN UNITED STATES DOLLARS (US $10) OR THE AMOUNT (IF ANY) PAID BY YOU TO THEHIGHLIGHTSAPP FOR ACCESS TO OR USE OF THE SERVICE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH ANY SUCH CLAIM AROSE.
b)CERTAIN STATE AND PROVINCIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
17. GOVERNING LAW
The TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of New York, without regard to conflict of laws principles.For All Users: The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
18. BINDING ARBITRATION AND CLASS ACTION WAIVER
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY, OR INTERPRETATION OF THE TOU, SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the County and State of New York or the city within the United States in which you reside.
The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE SUPREME COURT OF NEW YORK COUNTY.YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and TheHighlightsApp may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
19. NO THIRD-PARTY BENEFICIARIES
You agree that certain third-party suppliers, service providers, technology licensors, and/or integration partners are third-party beneficiaries of the TOU. These third-party beneficiaries may also enforce their rights directly against you. Except as otherwise expressly provided in this Section 19 or any end user license agreement for an App (as provided, for example, by certain terms and conditions set forth in the App Store), there shall be no third-party beneficiaries to the TOU.
20. MISCELLANEOUS PROVISIONS
The TOU constitutes the entire agreement between you and TheHighlightsApp concerning your access to and use of the Service. It supersedes all prior or contemporaneous oral or written negotiations and agreements between you and TheHighlightsApp with respect to such subject matter. The failure of TheHighlightsApp to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. It is the express wish of the parties that the TOU and all related documents be drawn up in English.