March 3, 2022
Highnote Health, Inc., (“Highnote”, “us”, “we” and “our”), provides a messaging and communications service called “Highnote” which provides an easy-to-use cloud-based platform for connecting healthcare professionals in order to unlock otherwise siloed knowledge to drive better health outcomes. With the Site and App, Highnote is transforming how healthcare professionals seek help from colleagues for specialty expertise and new knowledge.
THESE TERMS GOVERN YOUR USE OF THE SERVICES. BY CLICKING ON THE “SIGN UP” BUTTON, OR ACCESSING OR USING THE SERVICES, INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS WHICH CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND HIGHNOTE. YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES UNLESS YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
“You” or “your” refers to the person accessing, posting or downloading content and using the Services (also referred to as “End User”). If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” extends beyond you to also refer and apply to that company or other legal entity.
“Content” means text, graphics, images, software (excluding the App) information, messages, recordings, conversations, or other materials.
“Collective Content” means, collectively, Highnote Content and Registered User Content. Certain areas of the Site and App (and your access to or use of certain Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions due to differences in subscription levels. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, App or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, App or Collective Content. Unless explicitly stated otherwise, any new features that augment or enhance the current Services in future shall be subject to these Terms; they will be posted as indicated in Section 3 below and you are deemed to have accepted them.
“Highnote Content” means Content that we make available through the Services including any Content licensed from a third party, but excluding Registered User Content.
“Registered User” and “you” means a person that completes Highnote’s account registration process, as described in the “Account Registration” section below.
“Registered User Content” means Content a Registered User posts, uploads, publishes, submits, or transmits to be made available through the Services.
“Verified User” means a Registered User who has been verified to be a licensed healthcare professional or student in a recognized healthcare program. Highnote has the discretion to verify inactive or retired healthcare professionals.
HIGHNOTE RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MODIFY, DISCONTINUE OR TERMINATE THE SERVICES (OR ANY ASPECT THEREOF) OR TO MODIFY THESE TERMS, AT ANY TIME. ALL CHANGES ARE EFFECTIVE IMMEDIATELY BY POSTING A NEW VERSION VIA THE SITE OR APP, OR BY PROVIDING YOU WITH NOTICE OF THE MODIFICATION. YOUR CONTINUED ACCESS OR USE OF THE SERVICES FOLLOWING THE POSTING OF THE MODIFIED VERSION CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES TO THE SERVICES AND/OR THE TERMS. YOU ARE EXPECTED TO CHECK THE NOTICES ON THE SITE AND APP FROM TIME TO TIME SO YOU ARE AWARE OF ANY CHANGES AS THEY ARE BINDING ON YOU.
You agree that Highnote may send you notices, to the email address you used when registering for the Services, to alert you when the Terms or Services have changed or when your access has been terminated, as permitted under these Terms, for a violation of these Terms.
Use of the Services is void where prohibited by law or otherwise. By using the Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited from using the Services. You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services
Highnote's privacy practices are consistent with Federal Childern's Online Privacy Protection Act ("COPPA") and Highnote will not knowingly request or collect personal information from minors. If a child under 13 submits personal information to Highnote and we learn that such information is of a child under 13, we will make reasonable effort to delete the information as soon as possible. If you believe that we might have any personal information from a child under 13, please contact us at email@example.com.
You are responsible for ensuring that your use of the Services complies with the laws of your country of residence and you assume the risks (including indemnity under Section 13) attendant to the use of the Services and the use of any Registered User Content that you provide.
You must register to create an account (“Account”) and become a “Registered User” to use the Services. To register, you must provide a username, your email address, password, your medical specialty, areas of interest, verification details and other information specified in the registration form (“Registration Data”). You represent and warrant: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 18 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it at all times true, accurate, current, and complete. You authorize Highnote, in its sole discretion, to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Highnote has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Highnote has the right to suspend or terminate your Account and refuse any and all current or future use of the Services.
Highnote does not currently charge fees for the use of the Services. In the event we institute a fee for the Services in the future, Highnote will provide notice of any fee collection via the Services prior to implementing such a fee, and you will have a choice at that time to continue to use the Services or discontinue the use of the Services.
The Services are designed to require users to provide a valid, working e-mail address and password to access and use the Services and you (1) consent to receive communications from Highnote in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Highnote provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Upon registering, you will select a password. Your email address and the password and codes assigned to you are, collectively, your “User Information.” You are solely responsible for (1) maintaining the strict confidentiality of your User Information, (2) not allowing another person to use your User Information to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Information. You agree to immediately notify Highnote in writing via email of any unauthorized use of your User Information or any other breach of security. Highnote is not and shall not be liable for any harm arising from or relating to the theft of your User Information, your disclosure of your User Information, or the use of your User Information by another person or entity. Any attempt to obtain unauthorized access or to exceed authorized access to the Services shall be considered a trespass and computer fraud and abuse, punishable under national, provincial, state, and federal laws. Highnote hereby notifies you that any or all communications through the Services, including with this Site, can and will be monitored, captured, and recorded and the communications may be transmitted to the authorities as we deem necessary, and in Highnote’s sole discretion, and without further notice.
HIGHNOTE IS PRIMARILY AN EDUCATIONAL TOOL AND IS NOT INTENDED TO SERVE THE FOLLOWING NEEDS: AS A DIAGNOSTIC SERVICE; AS A CONFIRMATORY SERVICE TO PROVIDE CERTAINTY IN DIAGNOSIS; TO SELECT, GUIDE, OR PROMOTE THERAPY OF MEDICAL CONDITIONS; FOR USE IN HAZARDOUS OR MISSION-CRITICAL CIRCUMSTANCES OR FOR USES REQUIRING FAIL-SAFE PERFORMANCE; OR IN SITUATIONS WHERE FAILURE COULD LEAD TO DEATH OR PERSONAL INJURY (COLLECTIVELY, “UNAUTHORIZED PURPOSES”). BECAUSE HIGHNOTE HAS NOT BEEN DESIGNED, INTENDED, OR AUTHORIZED FOR SUCH UNAUTHORIZED PURPOSES, YOU SHALL NOT USE THE SERVICES, INCLUDING THE SITE AND APP, FOR SUCH PURPOSES OR UNDER SUCH CIRCUMSTANCES. YOU FURTHER ACKNOWLEDGE THAT THE USE OF HIGHNOTE’S SERVICES FOR SUCH UNAUTHORIZED PURPOSES MAY CONSTITUTE A VIOLATION OF LAWS APPLICABLE TO THE PRACTICE OF MEDICINE OR OTHER HEALTH PROFESSION(S).
YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET-BASED SERVICE DELIVERY. HIGHNOTE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU AGREE THAT YOU ACCEPT THE SERVICES, INCLUDING THE SITE AND APP, “AS IS” AND AS AVAILABLE, EXCEPT AS SPECIFICALLY PROVIDED IN THIS TERMS AND TO THE EXTENT NOT PROHIBITED BY LAW, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) HIGHNOTE HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) HIGHNOTE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR THAT DEFECTS IN THE APP OR SERVICES WILL BE CORRECTED; (C) HIGHNOTE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR REGISTERED USER CONTENT WILL REMAIN PRIVATE OR SECURE; (D) HIGHNOTE DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING CONTENT, PRODUCTS OR SERVICES PROVIDED BY OTHER REGISTERED USERS OF THE SERVICES OR OTHER THIRD PARTIES; AND (E) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HIGHNOTE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
CONTENT, INCLUDING CONVERSATIONS, QUESTIONS, OBSERVATIONS, LINKS, AND ALL RELATED COMMENTS, ARE TO BE USED SOLELY TO OBTAIN FEEDBACK, FOR EDUCATION AND FOR DISCUSSION. NEITHER THE REGISTERED USER AUTHORING THE POST NOR THE REGISTERED USER RESPONDING TO THE POST ARE INTENDING TO OR ARE PROVIDING MEDICAL SERVICES BY DOING SO. A REGISTERED USER USING THE ANY FEATURE OF THE SERVICES IS NOT REQUESTING AND SHALL NOT REQUEST A MEDICAL CONSULTATION OF ANY KIND; YOU ARE SOLELY REQUESTING FEEDBACK, EDUCATION, AND DISCUSSION. YOU ACKNOWLEDGE THAT YOU ARE NOT ENGAGING IN THE PRACTICE OF MEDICINE NOR REQUESTING MEDICAL SERVICES OF ANY KIND OR INTENDING TO CREATE ANY KIND OF PHYSICIAN/PATIENT RELATIONSHIP BY USING ANY FEATURE OF THE SERVICES AND BY RESPONDING TO OR ENGAGING IN ANY KIND OF CONVERSATION OR EXCHANGE RELATED TO A POST. A REGISTERED USER RESPONDING TO A POST IS NOT GIVING AND SHALL NOT GIVE MEDICAL ADVICE OF ANY KIND. YOU ACKNOWLEDGE THAT BY RESPONDING TO ANOTHER REGISTERED USER’S POST AND PROVIDING INFORMATION, YOU, AS A REGISTERED USER, ARE NOT AND SHALL NOT PROVIDE MEDICAL SERVICES, ENGAGE IN THE PRACTICE OF MEDICINE OR CREATE OR INTEND TO CREATE A PHYSICIAN/PATIENT RELATIONSHIP OR TO ACT AS A MEDICAL CONSULTANT.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services, including the Site and App, (“Feedback”). You may submit Feedback by emailing us. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.
All content generated by a Registered User must comply with local, national, provincial, state, and federal privacy legislation and best practices. Identifying information must be removed from Registered User Content. You represent and warrant that each time you submit or post content you have complied with the privacy terms of such legislation governing your submission on what identifying information should be removed from the submission or post.
Highnote requires that you be respectful when communicating with others through the Services, including the Site and App. We are not, and will not be, liable for any Registered User Content posted on the Services, including the Site and App. Highnote may, but has no obligation to, monitor or review any Registered User Content on the Services. Although we may delete any content we determine to be defamatory, we are not required to, and reserve all defenses for such Registered User Content made available by Section 230 of the Communications Decency Act, the First Amendment to the Constitution of the United States of America, and any other applicable laws, rules, and regulations.
If you submit content to Highnote, you are authorizing Highnote to act as your agent to issue take-down notices under the Digital Millennium Copyright Act (the “DMCA”) and/or any other similar legislation that allows the submission of requests to Internet Service Providers for the purpose of removing infringing or allegedly infringing materials. You will be responsible for monitoring and enforcing your copyright. If Highnote does become aware of infringement, then Highnote, at its sole discretion, may elect to issue take-down notices under the DMCA or similar legislation.
You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Services, including the Site and App. Accordingly, you represent and warrant that you are: (i) sole and exclusive owner of all Registered User Content that you make available through the Services, or (ii) you have all rights, licenses, consents and releases that are necessary to grant to Highnote the rights to such Registered User Content, as contemplated under these Terms; and (iii) neither the Registered User Content nor your posting, uploading, publication, submission, or transmittal of the Registered User Content or Highnote’s use of the Registered User Content (or any portion thereof) on, through or by means of the Services will (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or (b) result in the violation of any applicable law or regulation, including, but not limited to any applicable laws, rules, or regulations relating to personal health information, personal information and privacy, the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable national, provincial, state, and federal privacy laws (collectively, the “Privacy Laws”) depending on your country or jurisdiction of access to the Services. You retain the sole responsibility of your individual compliance with applicable laws
You acknowledge and agree that some of the Services, including the Site and App, may be supported by advertising revenue and may contain advertisements or promotions. If you elect to have any personal, professional or business dealings with anyone whose products or services may be advertised in conjunction with the Services, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Highnote shall not have any responsibility or liability for any losses or damages that you may incur as a result of such dealings.
Your representations, warranties, and obligations in this section survive termination of these Terms.
Subject to your compliance with these Terms, Highnote grants you a limited, non-exclusive, non-transferable license to: (i) view any Highnote Content solely for your personal and non-commercial purposes; and (ii) view any Registered User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. Unauthorized use of any Content may violate patent, copyright, trademark, and other laws. Any use of Content on the Site, APP or in conjunction with the Services is hereby enabled by a limited use license as herein described, not a transfer of title, and your use is subject to the following restrictions: You may not, (a) modify the Content or use it for any commercial purpose, or any public display, performance, sale or rental, (b) decompile, reverse engineer, disassemble or make derivative works of the Content, (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Content, (d) transfer the Content to another person or entity in manners inconsistent with these Terms and current Highnote policies. You agree to prevent any unauthorized copying of Content.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, including the Collective Content, except as expressly permitted in these Terms or expressly permitted by applicable copyright laws. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Highnote Health, Inc. or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Registered Users to post, upload, publish, submit, or transmit Registered User Content. By making available any Registered User Content on or through the Services, including the Site and App, you hereby grant to Highnote a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through several tiers), to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit such Registered User Content only on, through or by means of the Services or by sublicense to partner or affiliate publications. Highnote does not claim any ownership rights in any Registered User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Registered User Content.
Subject to your compliance with these Terms, Highnote grants you a limited non-exclusive, non-transferable license to download and install a copy of the App on your mobile devices and/or computer that you own or control and to run such copies of the App solely for your own personal and professional use. The non-transferable license is also limited by any terms of service provisions required by the vendor from whom you purchased the Highnote App (e.g., Apple iTunes, Google Play, etc.) hereinafter, “App Vendor”
We expressly do not assume any responsibility for your use or misuse of Patient Information or other information, whether intentional or inadvertent, that is transmitted, monitored, stored or received while using the Services, including the Site, App, and Collective Content. We reserve the right to amend or delete any Collective Content (along with the right to revoke any account or participation or restrict access to the Services, including the Site and App) that we determine, in our sole discretion, violates this Section 13.2 or any of these Terms for that matter. We further do not assume any responsibility to make any determinations regarding your subsequent reporting or notification obligations arising from any use or misuse of Patient Information or other information; these determinations and your actions in response to such determinations remain your sole responsibility.
Your representations, warranties, and obligations in this section survive termination of these Terms.
You agree that you will not:
The Services, including the Site and the App, may contain links to third-party websites or resources, which do not form part of the Services. You acknowledge and agree that Highnote is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources for which such third-party is solely responsible. Links to such websites or resources do not imply any endorsement by Highnote of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.
If you breach any of these Terms, Highnote will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Highnote reserves the right to revoke your access to and use of the Services, including the Site and the App, and Collective Content at any time, with or without cause. You may cancel your Account at any time by contacting us at firstname.lastname@example.org. Highnote will take reasonable steps to honor your cancelation request promptly.
You agree to defend, indemnify, and hold harmless Highnote, its officers, directors, employees and agents against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the Services from your account, including, without limitation, your Registered User Content; and (b) claims that use of the Services through your account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; (c) the ways and means by which you choose to access, use or display your Content, including but not limited to any unlawful or improper use of the Services, Collective Content, or your violation of these Terms. Your obligations set forth in this Section 17 include retention and payment of attorneys and payment of court costs, as well as settlement at your expense and payment of judgments. Highnote will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING THE SITE AND THE APP, AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER HIGHNOTE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THE SITE AND THE APP, OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIGHNOTE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL HIGHNOTE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THE SITE AND THE APP, OR COLLECTIVE CONTENT, EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIGHNOTE AND YOU.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Highnote used herein are trademarks or registered trademarks of Highnote Health, Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
These Terms shall be governed by the laws of the State of Texas. Subject to Section 26 requiring mandatory arbitration of disputes, the courts of the State of Texas shall have exclusive jurisdiction to entertain any action arising under these Terms or any other agreement, document, or instrument contemplated herein which cannot be resolved by arbitration or where the enforcement of an arbitral award requires it, and you hereby accept and irrevocably submit to the jurisdiction of the courts of Texas and acknowledge their competence and agree to be bound by any judgment thereof.
These Terms, together with all documentation and policies referenced herein, constitute the entire and exclusive understanding and agreement between Highnote and you regarding the Services, including the Site and the App, and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Highnote and you regarding the Services and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Highnote’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Highnote may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in a written form and given by Highnote: (i) via email (in each case to the address that you provide); or (ii) by posting to the Site; or (iii) via the App. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of Highnote to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Highnote. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not use or otherwise export or re-export the App except as authorized by both United States law and the laws of the jurisdiction in which you obtained Highnote. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products or Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
If you have any questions about these Terms, please contact Highnote at email@example.com