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Terms of Use

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY HIGHSTOCK, INC. ("Highstock"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES AND MOBILE APPLICATIONS OWNED AND OPERATED BY HIGHSTOCK, INCLUDING, WITHOUT LIMITATION, THE HIGHSTOCK.COM WEBSITE AND DOMAIN NAME ("SITES"), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY HIGHSTOCK IN CONNECTION THEREWITH (COLLECTIVELY, THE "SERVICE"). BY USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU AGREE TO BE BOUND BY THIS AGREEMENT ("AGREEMENT"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES.

Acceptance of Terms

The Service is offered subject to your acceptance (where "you" are the legal entity or individual person registered to use the Service) without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites by Highstock. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Highstock from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old, you are of legal age to agree to these terms and conditions. Highstock may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use

Highstock reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Sites or by sending you an email. Highstock may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Privacy

Highstock's current Sites privacy statement is located at https://www.Highstock.com/privacy (the "Privacy Policy") and is incorporated into these Terms of Use. By using the Service, you expressly agree to and accept the Privacy Policy. For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact privacy@Highstock.com.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content (including User Submissions) (both as defined below)) is provided only for your personal use (for clarity, commercial entities may engage in commercial purchases or sales via the Service, which shall occur as the personal use of the legal person that is the properly registered commercial entity). You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Highstock or its partners on or through the Service, and specifically, Content includes User Submissions such as inventory Content and Buyer offers.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
  • constitutes unauthorized or unsolicited advertising, junk, spam or bulk e-mail (including without limitation any postings to third party social media sites which are linked to the Site or the Service);
  • involves illegal commercial activities and/or sales without Highstock's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Highstock or any third party; or
  • impersonates any person or entity, including any employee or representative of Highstock.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Highstock in its sole discretion) an unreasonable or disproportionately large load on Highstock's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Highstock may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (iv) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Highstock reserves the right to remove any Content from the Sites or Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Highstock is concerned that you may have violated the Terms of Use), or for no reason at all.

Registration

As a condition to using certain aspects of the Service, you will be required to register with Highstock and select a password and screen name ("Highstock User ID"). You shall provide Highstock with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Highstock account. You shall not (i) select or use as a Highstock User ID a name of another person with the intent to impersonate that person; (ii) use as a Highstock User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Highstock User ID a name that is otherwise offensive, vulgar or obscene.

Highstock reserves the right to refuse registration of, or cancel a Highstock User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Highstock password. You shall never use another user's account without such other user's express permission. You will immediately notify Highstock in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Marketplace

The Service consists of a marketplace provided by Highstock to connect users who have items to sell ("Sellers") with users who wish to purchase such items ("Buyers"). Highstock facilitates the introduction of such users and the transfer of payment from Buyers to Sellers subject to the payment of Highstock's Service fees. The items subject to sale via the Service are "Products".

Fees and Payment

Buyer will pay Highstock the price indicated in the quote, exclusive of taxes, duties and other charges. Highstock shall issue invoices to Buyer on the date when the order is approved and created. Buyer shall pay Highstock upon delivery of the Products unless otherwise stated in payment terms on the platform. Payment shall be in US Dollars. If buyer does not make payment when due, then Highstock may suspend future sales or deliveries until payment is received. If Buyer defaults on any payments due under this Agreement, Highstock may terminate the Agreement.

Payment to Seller will be released based on the payment terms described on the offer. If Highstock pays Seller and the order is not picked up for whatever reason, Highstock will ask for a full reimbursement of the payment. If full reimbursement is not granted then Highstock reserves the rights to take possession of the goods and attempt to resell the products without Seller-led restrictions.

Highstock requires payment of fees for certain features of the Service. Should you elect to subscribe to or use such features, you shall pay all applicable fees, as described on the Sites in connection with such features. Highstock reserves the right to change its price list, product and service offerings, and to institute new charges at any time. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges or prices.

Third Party Sites

The Service may permit you to visit other websites or resources on the Internet via links made available on the Site, and other websites or resources may contain links to the Sites. When you access third party websites, you do so at your own risk. These other websites are not under Highstock's control, and you acknowledge that Highstock is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Highstock or any association with its operators. You further acknowledge and agree that Highstock shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Highstock and Site Content

You agree that the Service contains Content specifically provided by Highstock or its partners (e.g. Buyers and Sellers) and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Highstock, or from the copyright holder identified in such Content's copyright notice.

User Submissions

The Service may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, "posting") data, text, photographs, graphics, visualizations, videos, audio clips, written forum comments, software, scripts, works of authorship or other information or content, to the Services ("User Submissions"). By posting User Submissions on or at any of the Sites or otherwise through the Service, you agree to the following:

By submitting the User Submissions to Highstock, or displaying, publishing, or otherwise posting any content on or through the Sites or the Service, you hereby do and shall grant Highstock a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display and perform in connection with the Sites, the Service, and Highstock's (and its successors' and assigns') business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions solely as permitted through the functionality of the Sites and the Service and under these Terms of Use. For clarity, the foregoing license grant to Highstock does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;

You represent and warrant that you own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by Highstock (including without limitation, publishing content on or at the Sites) will not infringe or violate the rights of any third party; and

you acknowledge and agree that: (i) without limiting the licenses granted by you to Highstock with respect to your User Submissions, Highstock shall have the right to reformat, excerpt, or translate your User Submissions; (ii) all information publicly posted or privately transmitted through the Sites is the sole responsibility of the person from which such content originated; (iii) Highstock will not be liable for any errors or omissions in any content; and (iv) Highstock cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

You hereby grant Highstock a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback that you provide to Highstock relating to the operation of the Service.

Highstock does not endorse and has no control over any User Submission. Highstock cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service and all User Submissions provided by you are is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Highstock has no obligation to monitor the Site, Service, Content, or User Submissions. Highstock may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all.

Under no circumstances will Highstock be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred in connection with use of or exposure to any Content or User Submissions posted, emailed, accessed, transmitted or otherwise made available via the Service. Highstock is not responsible for any data which is deleted (either intentionally or unintentionally) at the direction of any user.

Seller Obligations

Sellers must maintain their inventory Content in a truthful state and update the inventory Content whenever there is a change in the available inventory (e.g. a sale). Seller will adhere to communicated fulfillment timelines stated in the inventory Content describing the transaction to be completed.

Sellers represent and warrant that all inventory Content represents items in good standing and Seller will pay for appeasements, etc., on damaged, expired, or non-compliant items that do not meet the specifications in the inventory Content ("Non-compliant Products"). Sellers will reimburse buyer via the service for any inventory discrepancy associated to the listing (e.g., missing items, expired items). Inaccurate inventory Content may result in Seller's termination. Except for the limited liability specified above accruing to Seller with respect to Non-Compliant Products, Buyer assumes full responsibility for all products it sells to the fullest extent permitted by law.

If the buyer refuses to take the order at fulfillment due to issues with the product with appropriate proof, Seller will provide Buyer with an appeasement or reimbursement, however platform fees associated with Non-Compliant Products or Inaccurate inventory Content in an offer will not be reimbursed to Seller. All Products are overstock products and sold at a discount to buyer. Products are sold "As IS" with no warranty or returns.

Sellers that are distributors and third-parties who have access to said inventory expressly represent and warrant that they have the rights to distribute the inventory as listed on the Service.

Sellers explicitly understand and grant the Service the right to share their inventory Content on a gated platform or in private channels

If a Seller accepts an order and receives payment, they must commit to seeing the order through. Payment will be submitted to the Seller minus the Highstock service fee communicated in the seller's confirmation email or on the platform. If a seller goes out of business, they are obligated to fulfill their obligation to see through agreed upon orders.

Delivery Terms shall mean "Free Carrier" (FCA) Incoterms (pursuant to Incoterms 2020) at mutually agreed location.

First, when the named place is the seller's premises, the goods are delivered when they are loaded on the means of transport arranged by the buyer.

Second, when the named place is another place, the goods are delivered when, having been loaded on the seller's means of transport, they reach the named other place and are ready for unloading from that seller's means of transport and at the disposal of the carrier or of another person nominated by the buyer.

Whichever of the two is chosen as the place of delivery, that place identifies where risk transfers to the buyer and the time from which costs are for the buyer's account.

For Highstock international orders, Free Carrier mutually agreed location must be at a domestic location in the country of the Seller.

Sellers are responsible for representing the regulatory compliance of their products to international Buyers. If they misrepresent product information, they are responsible if the order is impounded at the border or if the buyer is fined for lack of compliance. Similarly, if the inventory is not allowed to be sold to the Buyer's destination as stated by the Seller and Buyer takes on the goods, Buyer then becomes responsible for all necessary regulatory requirements (including import compliance) and documentation required to be completed before the product is imported into the Buyer's destination.

Sellers may not and will not enter into a contract with potential buyers outside of Highstock if the first offer or contact between the Seller and potential buyer was made via the Service. Sellers enter into an exclusive relationship when they join the Highstock platform. Seller will not list inventory Content or offer sales of similar products via any third-party service while Seller is registered and active on the Service. All sales to Buyers introduced to Sellers via the Service are subject to the terms of this Agreement. Any sales of Products to Buyer who was introduced to Seller via the Service must be done via the Service. Breach of the foregoing obligation will result in a fee due to Highstock in the amount of two (2) times the fees that would have been due to Highstock as if the transaction had been completed via the Service.

Buyer Obligations

Buyer is responsible for confirming import/export legalities prior to placing an order with a seller via the Service and all other important information (e.g., samples, FCA, shipping providers).

When Buyer places an offer for Seller's inventory, that offer is irrevocable for 5 business days unless otherwise stated in the offer. If Seller accepts the offer while it is open, Buyer and Seller must both complete the transaction. Failure by either party to complete their portion of the transaction is a breach of contract, and contractual damages may accrue. Breach of contract may result in termination from the Service by the party who is in breach.

Subject to compliance with local laws and the terms and conditions of this Agreement and the accepted order restrictions, Seller authorizes Buyer as a limited, authorized reseller to purchase and sell designated overstock Products according to the conditions set by the inventory Content and accepted offer (e.g., geography, channel). This authorization is conditioned on Buyer's ongoing compliance with the following requirements:

  • Purchasing the Products only for stated channels and geographies communicated in the offer
  • Ensuring that all necessary regulatory requirements (including import compliance) and documentation are completed before the products are imported into the applicable geographies.
  • Providing Highstock product reporting upon request, including:
    • Where products have been sold, and
    • Volume of sales (sell through)
  • Selling and marketing the products only in full compliance with this Agreement and relevant policies

Buyers will sell products to customers only in the stated channels or geographies. Buyers will solely determine the prices for the Products it sells in the channel and geography. Buyers are expressly prohibited from the sale of any Products outside of the geography, channel set forth in the accepted offer and may not authorize any other party to do so either.

To the extent Buyer markets, offers, sells or delivers any product outside of the requirements and in violation of the accepted offer, Buyer agrees that Seller shall have the following rights (along with additional rights available under law) without penalty or compensation to Buyer:

  • Pay liquidated damages to Seller in the amount of actual damages/lost sales for each unit of product sold, marketed or offered outside of the authorized geography or chanel. Any such penalty must be paid via the Service within 15 days.
  • Recover or re-possess the products

Buyers do not obtain any exclusive purchase rights with respect to inventory or geography in connection with their use of the Service.

Representation and Warranties; Indemnification; Limitation of Liability; Insurance

1. Corporate Status

Each party represents and warrants that it is a legal entity in good standing and authorized to transact business in its jurisdiction and all jurisdictions in which the respective corporation transacts business.

2. No Agency, Partnership or Franchise is created

This Agreement is not a franchise and does not include payment of a franchise fee, any rights to utilize any brands, marks, or products that are not part of the inventory contained in an accepted offer. Seller and buyer are independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other form of legal association between the parties. Neither party will have, nor represent to any third party that it does have, any power or authority to bind the other party or incur any obligations on the other party's behalf. Buyer further acknowledges that neither it, nor any of its personnel are the employees or agents of Seller, nor will they or any of them have, or represent themselves to have, authority to act as an employee or agent for Seller or to bind Seller in any respect.

Buyer and Seller both (i) represent that it has not been convicted of any violation of any law involving fraud, bribery or corruption and is currently not under investigation for any alleged violation of any law involving fraud, bribery or corruption; has not been prohibited by any government or any government agency or department from performing any of its obligations under this Agreement; and is not owned or managed by any individual who may be a "foreign official" as defined by any applicable anti-corruption or antibribery law, including the without limitation the United States Foreign Corrupt Practices Act ("FCPA"); (ii) will at all times comply with anti-fraud, anti-bribery and anti-corruption laws including the FCPA; (iii) ensure that its employees, contractors, agents (including any importer of record) and customers that handle, market or sell the Products under this Agreement comply with and are properly trained on applicable anti-fraud, anti-bribery and anti-corruption laws; and (iv) ensure that all payments and any other benefit, item or service provided to any third party on behalf of Supplier or in any way related to this Agreement are made pursuant to a written agreement, properly documented, accurately recorded and fully comply with the FCPA and any other applicable laws

Termination

Highstock may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

You acknowledge that Highstock has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Highstock from all liability for you having acquired or not acquired Content through the Sites. The Sites may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Highstock makes no representations concerning any Content contained in or accessed through the Sites, and Highstock will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. HIGHSTOCK, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE INTEGRITY OR SECURITY OF ANY USER SUBMISSION OR OTHER DATA PROVIDED TO THE SERVICE; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): HIGHSTOCK MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES.

Highstock will use commercially reasonable efforts to protect your personally identifiable information as more specifically described in the Highstock Privacy Policy, however, Highstock cannot completely prevent the unauthorized access to its systems and shall not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Highstock's equipment, transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.

Indemnification

Seller and Buyer shall defend, indemnify, and hold harmless Highstock, its affiliates and each of its, and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your misuse of, or unauthorized access to, the Sites, Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Highstock reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Highstock in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL HIGHSTOCK, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF A) AMOUNTS PAID OR PAYABLE BY YOU TO HIGHSTOCK IN CONNECTION WITH THE SERVICE; OR B) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Highstock agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and Highstock with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Highstock with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Highstock shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Highstock’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Highstock’s prior written consent. Highstock may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Copyright and Trademark Notices

Unless otherwise indicated, the Terms of Use and all Content provided by Highstock are copyright © 2024 Highstock, Inc. All rights reserved. “Highstock” is a trademark of Highstock. The names of any actual companies and products mentioned at the Sites may be the trademarks of their respective owners.

Digital Millennium Copyright Act Notice

As Highstock asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that any material located on or linked to by or through the Service violates your copyright, you may notify Highstock in accordance with the following policy. The address of Highstock's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

It is Highstock's policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements

If you believe that Content residing on or accessible through the Site or Service infringes a copyright, please send a written notice of copyright infringement containing the following information to the Designated Agent listed below:

  • A physical or electronic signature of the owner of the copyright that has been allegedly infringed, or a person authorized to act on such person's behalf;
  • Identification of the copyrighted works or materials allegedly being infringed;
  • Identification of the Content that is claimed to be infringing including information regarding the exact location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Highstock is capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, e-mail address;
  • A statement that the notifier has 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 made under penalty of perjury that the information provided is accurate and the notifying party is the copyright holder is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent

It is Highstock's policy:

  • to remove or disable access to the infringing Content;
  • to notify the Content provider, member or user that it has removed or disabled access to the Content; and
  • that repeat offenders will have the infringing Content removed from the system and that Highstock will terminate such content provider's, member's or user's access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent

If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

  • A physical or electronic signature of the Content provider, member or user;
  • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
  • A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
  • Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which Highstock is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Highstock may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Highstock's discretion.

Please contact Highstock's Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent to Receive Notification of Claimed Infringement:
Camille van Horne
Highstock, Inc.
180 West 58th Street PHB
New York, NY 10019

For non-DMCA legal concerns, you may contact Highstock at the following address:

Legal Department
Highstock, Inc.
180 West 58th Street
New York, NY, 10019

Effective Date: November 7, 2024