HIGH FIDELITY TERMS OF SERVICE

These Terms of Service (the "Terms of Service" or "Agreement") describe the terms and conditions on which High Fidelity, Inc. ("High Fidelity," "we," or "us") offers you access to its virtual reality platform (the "Platform"), including the software, content, and services provided by High Fidelity.  By accessing, or otherwise using the Services (as defined below), you agree to and accept all of the terms and conditions contained in this Terms of Service, and any other policies, terms and agreements referenced herein, which are hereby incorporated by reference.  If you do not agree to the Terms of Service, you are prohibited from accessing or using the Services.

1. DEFINITIONS

"Account" means the entirety of your contractual rights and obligations under this Agreement associated with a particular account you use to access the Service.

"Content" means any works of authorship, creative works, graphics, images, textures, photos, logos, video, audio, text, and interactive features.

"HF Content" refers to any Content created or provided by High Fidelity.

"HF Servers" are the Servers maintained by High Fidelity.

"HF Software" is the software licensed to you by High Fidelity in connection with the Services, including but not limited to the software for accessing the Services, and any application program interfaces (the "APIs") for use with the Service.

"Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights and other intellectual property rights or proprietary rights recognized by law.

"Platform Servers" are collectively the HF Servers and the User Servers which, together with the Services, form the Platform.

"Service" or "Services" are the services provided to you by High Fidelity as a part of the Platform, and/or the services enabled by the HF Software and Platform Servers.

"Servers" are instances of the online environments that support the Services, including without limitation, the associated computation, data storage, software access, messaging and protocols.

"User Content" means any Content that a user of the Services or Platform has created, uploaded, published, or submitted to or through the Platform Servers or otherwise with or through the Services.

"User Server" means any Server that a third party maintains, or that is otherwise created with the HF Software, or that forms a part of the Platform.

2. ELIGIBILITY FOR USE

Age Requirements for the Service

By accepting this Agreement, you represent that you are at least eighteen (18) years of age and you have the legal authority to enter into this Agreement. If you are at least thirteen (13) years of age and less than eighteen (18) years of age, then your parent or legal guardian must read and accept this Agreement, your use of the Services, participating in the Platform, and providing any personal information in connection with the Services on your behalf. 

Under 13 Users

When a child under the age of thirteen (13) contacts registers for an account or otherwise accesses the Services, we may collect that child's email address and the e-mail address of the child's parent or guardian. We will use the child's e-mail address only for the purpose for which it was collected, and we will use the e-mail address of the parent(s) or guardian(s) only to provide notification about the child's contact with us, and to provide notification of the types and uses of personal data collected, if and as required by law.  As a parent or guardian of a child under the age of thirteen (13) from whom we have collected personal data, you have the right to review and request deletion of such personal data, and to refuse to permit further collection or use of such personal data. To do so, please contact us at privacy@highfidelity.io. Parents and guardians who wish to review personal data concerning their child(ren) will be required to specify the usernames and passwords of the child(ren) concerned, and to provide their own e-mail address for verification and contact purposes.

We cannot and will not establish conditions that will require or encourage children to disclose personal data over and above what is reasonably necessary to participate in any activity features on our web sites.  Also, we will not ask the child for any personal data beyond e-mail addresses without obtaining prior parental consent. If any activity offered as a part of the Platform us will allow children under the age of thirteen (13) to reveal personal data publicly (for example via chat or forums), its is the parent’s responsibility to moderate such use.

Ineligible Users

You may not use the Services (i) if you have been terminated from the Services and/or Platform by High Fidelity (including, for avoidance of doubt, if any Account of yours has been terminated); or (ii) if you are barred from receiving the Services or accessing the Platform under applicable law.

3. ACCOUNTS & REGISTRATION

You must establish an Account to use certain Services.  The information you provide to establish your Account ("Registration Data") must be current, true and correct. You are required to updated your Account information promptly upon any change.

You may establish an Account with Registration Data provided to High Fidelity by a third party who provides a gateway to our Services through the use of an API, in which case you may have a separate, additional account relationship with such third party. This relationship in no way modifies, lessens or alters your obligations under this Terms of Service. Access to the Services through third parties may be available or discontinued at the discretion of High Fidelity. You acknowledge that High Fidelity is not liable for the acts or omissions of such third parties, which are not the partner or representative of High Fidelity or endorsed or controlled by High Fidelity.

Depending upon your age, registration may require parental consent. The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy. Your decision to provide this information is purely voluntary and optional; however, if you elect not to provide it, then you may not be able to access certain Content or participate in certain features of the Service.

You may not sell, transfer or assign your Account or its contractual rights, licenses and obligations, to any third party (including, for the avoidance of doubt, permitting another individual to access your Account using your credentials) without the prior written consent of High Fidelity.

Usernames

You must choose a username (your "Username") to use the Services. Your Username will also serve as the name for your graphical representation (your "Avatar"). You may not use a Username that High Fidelity has reserved; that High Fidelity determines may cause deception or confusion; that may violate any trademark right, copyright, or other proprietary right or mislead other users regarding your identity or affiliation; or that can be considered vulgar, offensive, or otherwise inappropriate. High Fidelity reserves the right to delete or change any Username in the exercise of its sole and absolute discretion, and will have no liability regarding the use, modification, or deletion of any Username.

You are solely responsible for all activities conducted through your Account whether or not you authorize the activity (except to the extent that activities occur by someone who gains access to your Account and/or the Services without using your Username and password). You are responsible for activities undertaken by or on behalf of your Account, and for keeping your password for your Account(s) secure. You may not use your Account for fraudulent or illegal activities.  In the event that conduct that violates this Agreement is discovered that is associated with your Account, we may terminate your Account (or Accounts) in our discretion.

You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Account. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Account. You will immediately notify us of any unauthorized use of your Account, Username, or password, or any other breach of security related to the Service. At no time should you respond to an online request for a password other than in connection with the login process for the Service. Your disclosure of your password to any other person is at your own risk.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

Termination

You may terminate this Agreement by closing your Account(s) at any time for any reason, or by providing written notice to High Fidelity in the manner prescribed herein below for notices. In such event, High Fidelity shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund.

High Fidelity may suspend or terminate your access and/or Account if you violate this Agreement, along with any or all other Accounts held by you or otherwise related to you, as determined by High Fidelity in its discretion, and your violation of this Agreement shall be deemed to apply to all such Accounts. Upon termination of your access and/or Accounts, this Agreement between us will be automatically terminated and you may not re-subscribe or return to the Platform through other or future Accounts you or others may set up. 

We may terminate your access and/or Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of High Fidelity, the Services, the Platform, or any third party.

We may terminate your access and/or Account(s) if we learn, or in good faith believe, that you are a registered sex offender, that accessing the Services may violate a condition of parole or probation, that you have engaged in or attempted to engage in conduct with minors on the Platform that violates this Agreement, or that you for any other reason may pose what we deem to be an unacceptable risk to the Platform.

Rights upon Suspension or Termination

If High Fidelity elects to generally suspend or discontinue the Services, in whole or in part, for any reason, High Fidelity may terminate your access and/or Accounts. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge that High Fidelity will have no liability to you in connection with such suspension or termination.

Upon termination of your access and/or Account, you will no longer be able to access any Account, the Services, or any Content or data you have stored on the Platform Servers. All rights granted by High Fidelity to use the Services will automatically terminate. You acknowledge that you have elected to procure any paid Services notwithstanding the possibility of termination of such rights under the circumstances set forth in this Agreement.

You should ensure that you have only stored Content on the Platform Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of termination of your access and/or Account as provided in this Agreement, and you represent that you will make your decisions to participate in the Service, contribute Content, spend your money and dispose of transferable licenses at all times knowingly based upon these risks.

Upon termination, you will remain liable for any unpaid amounts owed by you to High Fidelity.

Survival of Certain Terms

The provisions of this Agreement which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to High Fidelity in this Agreement, as well as to the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action and mandatory arbitration.

4. PAID SERVICES

Should you elect to use paid aspects of the Platform, you agree to the posted pricing, payment and billing policies, plus VAT or other taxes as applicable. In connection with any such paid Services, you agree that we have the right to automatically charge your credit card or debit your account (or other payment method) for the applicable fees or charges, plus any applicable taxes that we are required to collect, and you authorize us to do so. If you have purchased a subscription-based product or service, on each renewal, we have the right to charge your credit card or debit your account at the then-current renewal rate plus any applicable taxes we are required to collect, and you authorize us to do so. Posted prices do not include any applicable VAT or sales tax, unless specifically noted.

High Fidelity reserves the right, upon reasonable notice, to: (i) charge for access to some or all of the Services, charge for access to premium functionality or HF Content, or require a paid subscription or account registration to access some or all of the Services ("Usage Subscriptions"); (ii) change terms and conditions for the Services or portions thereof; and (iii) restrict access to the Services or portions thereof, in whole or in part, based on any lawful eligibility requirements High Fidelity may elect to impose (e.g. geographic or demographic limitations). You are responsible for obtaining and maintaining, at your sole cost, all devices and equipment, and related software and services necessary for you to access and use the Services.

You acknowledge that it is your responsibility to ensure payment for all paid aspects of the Services, and to ensure that your credit or debit cards or other payment instruments accepted by High Fidelity continue to be valid and sufficient for such purposes. Without limiting any other rights or remedies of High Fidelity, High Fidelity may terminate your Account in the event of any payment delinquency.

High Fidelity reserves the right to terminate Usage Subscriptions and/or Virtual Goods and Services for cause immediately at its sole discretion without advance notice or liability. In such event you will not be entitled to a pro-rata refund or credit.

Return Policy

High Fidelity does not accept returns or provide refunds of any amounts paid for products or services purchased from High Fidelity. Purchases of HF Content (including but not limited to Usage Subscriptions, and/or Virtual Goods and Services) are final, non-refundable, have no monetary value (i.e. are not a cash account or equivalent) and are purchases of only a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use, even if they come with a durational term (e.g. a monthly subscription). Notwithstanding any agreement by High Fidelity to provide a discretionary refund or credit in certain circumstances, you have no property, proprietary, intellectual property, ownership, economic, or monetary interest in your Account, User Content, Usage Subscriptions, Virtual Goods and Services, which remain the exclusive property of High Fidelity, or any right to access or use the Services and/or Platform Servers. 

5. PROVISION OF SERVICE

The Platform

You understand and acknowledge that High Fidelity maintains and operates only the Services and the HF Servers.  Portions of the Platform, in particular the User Servers, are maintained by third parties and High Fidelity cannot and does not assume responsibility of for the actions of those third parties or the operation of User Servers.

Changes in Service

High Fidelity has the right to change, limit access to, and/or eliminate any aspect(s), feature(s) or functionality of the Platform which it controls and/or Services (including your User Content) as it sees fit at any time without notice, and High Fidelity makes no commitment, express or implied, to maintain or continue, or to permit open access to, any aspect of the Platform and/or Services. You acknowledge that your use of the Platform and Services is subject to this risk and that you knowingly assume it and make your decisions to participate on the Platform, contribute Content and invest your time, effort, and money accordingly.

Further, your activities on the Platform may take place on HF Servers and/or User Servers.  High Fidelity does not control the actions of third parties with respect to User Services and any action you take or Content you create on User Servers is at your own risk, and subject to the actions of the owners and controllers of the applicable User Server(s) and its users.

High Fidelity may, but will not have the obligation to, display, maintain, or otherwise make use of, any of your User Content to which we have access, and High Fidelity may, in its sole discretion, modify, delete, or otherwise make use of User Content within its domain and control without notice or any liability to you or any third party. High Fidelity reserves the right to treat User Content on the Platform as content stored at the direction of users for which High Fidelity will not exercise control except to block or remove content within its domain and control that comes to High Fidelity’s attention and is offensive, obscene, abusive, illegal or otherwise objectionable to High Fidelity, or to enforce the rights of third parties or the content restrictions set forth below, when notice of their violation comes to High Fidelity’s attention. Such User Content submitted by you or others need not, however, be maintained on the Platform for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the HF Servers.

Original Content and Rights

High Fidelity may now or in the future offer users of the Services the opportunity to display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Services (collectively, "submit") User Content. We may do this through forums, blogs, message boards, social networking environments, social communities, e-mail and other functionality. Subject to the rights and license you grant in this Agreement, you retain whatever legally cognizable right, title and interest that you have in your User Content.

Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the state in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content, (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant High Fidelity the rights to it that you are granting by this Agreement, all without any High Fidelity obligation to obtain consent of any third party and without creating any obligation or liability of High Fidelity; (b) the User Content does not and, as to High Fidelity’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (c) the User Content will not violate the terms of this Agreement, or cause injury or harm to any person.

You understand and acknowledge that the Platform is a public forum and User Content that you submit will be accessible to and viewable by other users. Except as may be required to register and/or maintain your Account, you should not submit personally identifiable information (e.g. first and last name together, password, phone number, address, credit or debit card number, medical information, e-mail address, or other contact information).

Except as otherwise described in our Privacy Policy, you agree that (i) your User Content will be treated as non-confidential and non-proprietary and will not be returned, and (ii) High Fidelity does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon High Fidelity’s request, you will furnish us with any documentation necessary to substantiate these rights and verify your compliance with this Agreement or any Additional Terms.

High Fidelity as Service Provider

You understand and agree that High Fidelity operates as a service provider that enables its users to interact online and display and communicate information and Content chosen by those users. High Fidelity does not control or endorse the Content of communications between users or users' interactions with each other or the Service.  High Fidelity does not and cannot moderate activities or Content on User Servicers.

You acknowledge that you will be exposed to various aspects of the Platform involving the conduct, Content, and services of users, and that High Fidelity does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any such user conduct, User Content or user services. You acknowledge that High Fidelity does not guarantee the accuracy or truthfulness of information submitted by any user of the Service, nor any identity information about any user. Your interactions with other users and your use of User Content are entirely at your own risk. High Fidelity has no obligation to become involved in any dispute that you may have or claim to have with one or more users of the Services, or in any manner in any resolution thereof.

The Platform and/or Services may contain links to or otherwise allow connections to User Servers and online services or environments that are not owned or controlled by High Fidelity. You agree that High Fidelity is not responsible or liable for the Content, policies or practices of any User Servers or third-party services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such User Servers or third-party services or environments.

Service Interruptions

High Fidelity may on occasion need to interrupt the Services of halt the HF Servers with or without prior notice. You agree that High Fidelity will not be liable for any interruption of the Services or HF Servers (whether intentional or not), and you understand that you will not be entitled to any refunds of fees or other compensation for interruption of service.

Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. High Fidelity owns the bits and bytes of electronic data stored on the HF Servers, and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the loss Service or HF Servers. High Fidelity will solely determine any disposition of the electronic data stored on the HF Server and will have no obligation to reproduce, process, transfer, extract or recreate any data from the HF Server.

User Servers are subject to the discretion of the owners and operators of User Servers, and High Fidelity makes no representation whatsoever as to their availability, operation, activities, or Content thereon.

6. CONTENT RIGHTS

High Fidelity Services and Marks

High Fidelity owns Intellectual Property Rights in and to the HF Software and Services, including but not limited to the HF Content, and the HF Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the "High Fidelity Marks"). You acknowledge and agree that High Fidelity and its’ licensors own all right, title, and interest in and to the HF Software and Services, including all Intellectual Property Rights therein, other than with respect to User Content.

You understand and agree that without a written license agreement with High Fidelity, we do not authorize you to make any use of the High Fidelity Marks, including but not limited to "HIGH FIDELITY". Use of the High Fidelity Marks in whole or in part, including without limitation "High Fidelity," and the Circle-H logo, is subject to the guidelines posted on our website or otherwise mad available by us. 

Except as expressly granted in this Agreement, all rights, title and interest in and to the HF Software and Services, and in and to the High Fidelity Marks are reserved by High Fidelity. Copyright, trademark and other laws of the United States and foreign countries protect the HF Software and Services and the High Fidelity Marks.

License Grant from High Fidelity

High Fidelity hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, personal, revocable license to access and use the Services on any manner of hardware and equipment (each an "Device") as set forth in these Terms of Service and expressly conditioned upon you and each of your Accounts remaining active, in good standing, and in compliance with these Terms of Service.

High Fidelity provides access to HF Content and hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use, reproduce, distribute, prepare derivative works of, display, and perform the HF Content solely on the Platform and solely as connected to the Services, as permitted through the normal functionality of the Services and under these Terms of Service. To be clear, and without limiting the foregoing, you may not use, reproduce, distribute, prepare derivative works of, display or perform any HF Content, whether modified by you or not, outside the Platform, except as expressly agreed upon in a written agreement with High Fidelity. The foregoing license is referred to as a "HF Content License." You acknowledge that when you receive an HF Content License you do not acquire ownership of any copies of the Content, or transfer of any copyright or other intellectual property rights in the Content.

Your use of the HF Software is subject to these Terms of Service.  Certain HF Software is made available to you under open source license, and certain of the HF Software is made available to you under the terms of an End User License Agreement ("EULA") provided with the software. If no EULA is provided with certain HF Software and it is not explicitly licensed under an open source license (such software herein referred to as the HF Proprietary Software"), such HF Proprietary Software is subject to the license terms set forth in this Section.

High Fidelity hereby grants you a nonexclusive, non-transferable, non-sublicensable, limited, personal and revocable license to install and use the HF Proprietary Software on any Device that you own or control. You may not charge any third party for using the HF Proprietary Software, and, for any HF Proprietary Software we distribute in object code only, you may not modify, adapt, reverse engineer (except as otherwise permitted by applicable law notwithstanding such limitation), decompile or attempt to discover the source code of such HF Proprietary Software, or create any derivative works of such HF Proprietary Software, or otherwise use any HF Proprietary Software except as expressly provided in this Agreement.

With respect to the source code for certain HF Software that has been released by High Fidelity under an open source license, such software code must be used in accordance with the applicable open source license terms and conditions.

License Grant to High Fidelity

You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Services, Platform Servers, and other areas of the Platform, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or High Fidelity in Content that you may use or modify.

In connection with Content you upload, publish, or submit to any part of the Platform, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize High Fidelity and users of the Platform to use the Content in the manner contemplated by the Services and these Terms of Service.

Because the law may or may not recognize certain Intellectual Property Rights in any particular Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any Intellectual Property Rights you hold, and that High Fidelity cannot do so on your behalf.

Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration or remuneration for any of the rights granted in this Section.

You hereby grant to High Fidelity, and you agree to grant to High Fidelity, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, royalty-free, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and sell, re-sell or sublicense (through multiple levels), and otherwise exploit in any manner whatsoever, on and outside the Platform, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You agree that the license includes the right to copy, analyze and use any of your Content as High Fidelity may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Platform and future improvements to the Platform. The license granted in this Section is referred to as the "Platform Content License."

High Fidelity has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at High Fidelity’s cost and expense, to which you hereby consent and irrevocably appoint High Fidelity as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

License Grant to Other Users

You agree that by uploading, publishing, or submitting any Content to any publicly accessible areas of the Platform, you hereby grant other users of that aspect of the Platform a non-exclusive license to access the User Content through the Platform, and to use, reproduce, distribute, prepare derivative works of, display, and perform the Content on the Platform or solely as permitted by you through your interactions with the Services under these Terms of Service. This license is referred to as the "User Content License," and the Content being licensed is referred to as "User Content." "Publicly accessible" areas of the Platform are those areas that are accessible to other users of that aspect of the Platform.

Your interactions with the Services may include use of Platform permissions system and a copy, modify, and transfer settings for indicating how other users may use, reproduce, distribute, prepare derivative works of, display, or perform your Content subject to these Terms of Service. Any agreement you make with other users relating to use or access to your Content must be consistent with these Terms of Service, and no such agreement can abrogate, nullify, void or modify these Terms of Service.

You acknowledge that when you receive a User Content License you receive only licensing and use rights: You therefore do not acquire ownership of any copies of the Content, or transfer of any copyright or other Intellectual Property Rights in the Content.

You agree that by uploading, publishing, or submitting any Content to or through the Platform for display in any publicly accessible area of the Platform, you hereby grant other users a non-exclusive, worldwide, royalty-free, sublicenseable and transferable license to photograph, capture an image of, film, and record a video of the Content, and to use, reproduce, distribute, prepare derivative works of, display, and perform the resulting photograph, image, film, or video in any current or future media. The foregoing license is referred to as the "Snapshot and Machinima Content License."

Content Deletion

Where permitted, you may delete copies or instances of your Content that you have displayed or that are in your Account inventory through the normal functionality of the Service.  In such event, the licenses granted by you in this Section shall terminate in the manner provided below, but only for those particular copies or instances of Content that you have deleted.

You acknowledge that this termination will not apply to any other copies or instances of the same Content that you have not specifically deleted from the Service, including without limitation those that may be displayed elsewhere and those that may be in the Account inventories of other users to whom you transferred copies.

You acknowledge that the Snapshot and Machinima Content License granted to High Fidelity and other users with respect to your Content will survive any such termination.

You also acknowledge that the Platform Content License granted to High Fidelity with respect to your Content will survive any such termination solely as follows to permit High Fidelity: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section  for any other copies or instances of the same Content that you have not specifically deleted from the Service, including those that may be displayed elsewhere or exist in other users' Account inventories.

Intellectual Property Rights of Others

You agree that you will not publish, or submit to any part of the Platform, any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish, or submit the Content and to grant High Fidelity and users of the Platform all of the license rights granted in these Terms of Service.

You acknowledge that the Content of the Platform is provided or made available to you under license from High Fidelity and independent Content providers, including other users of the Services ("Content Providers"). You acknowledge and agree that except as expressly provided in this Agreement, the Intellectual Property Rights of High Fidelity and other Content Providers in their respective Content are not licensed to you by your mere use of the Service. You must obtain from the applicable Content Providers any necessary license rights in Content that you desire to use or access.

High Fidelity and other Content Providers may use the normal functionality of the Services, including the permissions system and the copy, modify, and transfer settings, to indicate how you may use, reproduce, distribute, prepare derivative works of, display, or perform their respective Content. You acknowledge and agree that the permissions system and other functionality of the Services do not grant you any license, consent, or permission to copy, modify, transfer, or use in any manner any Content outside the Platform.

You agree that you will not copy, transfer, or distribute outside the Platform any Content that contains any HF Content, in whole or in part or in modified or unmodified form, or that infringes or violates any Intellectual Property Rights of High Fidelity, other Content Providers, or any third parties.

Any access to or use of the Platform through a software client other than the High Fidelity’s Interface software that logs into the Platform Servers (referred to as a "Third-Party Viewer") is subject to these Terms of Service. You understand and agree that High Fidelity is not responsible or liable for any aspect of the Platform that is provided, maintained, accessed, or experienced using software or other means not provided by High Fidelity.

High Fidelity reserves the right, but is not obligated to use technological measures designed to prohibit the copying, transfer, or distribution of Content outside the Platform when we in good faith believe that such copying, transfer, or distribution would or might violate the Intellectual Property Rights of our users, High Fidelity, or third parties.

You copy and use Content at your own risk. You are solely responsible and liable for your use, reproduction, distribution, modification, display, or performance of any Content in violation of any Intellectual Property Rights. You agree that High Fidelity will have no liability for, and you agree to defend, indemnify, and hold High Fidelity harmless for, any claims, losses or damages arising out of or in connection with your use, reproduction, distribution, modification, display, or performance of any Content.

7. USER CONDUCT

You agree to abide by certain rules of conduct, including any applicable community standards for the Platform, and other rules prohibiting illegal and other practices that High Fidelity deems harmful. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but not the obligation, to monitor or become involved in disputes between you and other users.  Exercise common sense and your best judgment in your interactions with others (e.g. when you submit any personal or other information) and in all of your other online activities.

Prohibited Content

You agree that you will not:

(i) Post, display, or transmit Content that violates any law or the rights of any third party, including without limitation Intellectual Property Rights. We reserve the right to request at any time proof of permissions in a form acceptable to us. Failure to provide such proof may lead to, among other things, removal of such Content from the Platform;

(ii) Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation, or if you are an adult, impersonate a minor for the purpose of interacting with a minor using the Platform;

(iii) Stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Platform;

(iv) Post, display, or transmit Content (including any communication(s) with employees of High Fidelity) that is harmful, threatening or harassing, defamatory, libelous, false, inaccurate, misleading, or invades another person's privacy;

(v) Post, display, or transmit Content that is obscene, hateful, or racially, ethnically or otherwise objectionable;

(vi) Post, display or transmit any Content or conduct or host any activity that is sexually explicit, or intensely violent; or

(vi) Post, display or transmit any Content or conduct or host any activity that is in the nature of wagering, betting or gambling, or otherwise provide a payout based on the occurrence of a random, fictional, or actual event.

Any violation by you of the terms of this Section may result in immediate termination of your Account without any refund or other compensation.

You agree to respect both the integrity of the Platform and the privacy of other users. You agree not to:

(i) Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Platform or interests or rights of other users, or that may harvest or collect any data or information about other users without their consent;

(ii) Post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that High Fidelity considers to be of such nature;

(iii) Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of or enjoyment of the Platform and/or Services;

(iv) Use any cheats, mods, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any activity that may be offered on the Platform, or to otherwise disrupt or modify the Services or the experience of any users on the Platform; or

(v) Attempt to gain unauthorized access to any other user's Account, password or Content.

If you are an adult, you may not impersonate a minor for the purpose of interacting with a minor using the Platform, or stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Platform, or attempt to contact or meet with such minor outside the Platform, including without limitation electronically or physically, if you have reason to know or High Fidelity concludes that you should have known you were interacting with a minor on the Platform.  You may not post, display or transmit any material, object or text that encourages, represents, or facilitates sexual "age play," i.e., using child-like avatars in a sexualized manner. You understand and agree that we may report any and all the above incidents, and any and all of your corresponding personal information, to any authorities we deem appropriate, whether or not it in and of itself violates the law of your (or any) jurisdiction.

8. USER SERVERS AND RELATED CONTENT

You understand and acknowledge that High Fidelity maintains and operates only the Services and the HF Servers.  Portions of the Platform, in particular the User Servers, are maintained by third parties and High Fidelity cannot assume responsibility of for the actions of those third parties or the operation of User Servers.

If you choose to operate a User Server as a part of the Platform, you will generally choose a domain name (each a "Domain Name") to identify your User Server(s). You may not use a Domain Name that High Fidelity has reserved; that High Fidelity determines may cause deception or confusion; that may violate any trademark right, copyright, or other proprietary right or mislead other users regarding your identity or affiliation; or that can be considered vulgar, offensive, or otherwise inappropriate. High Fidelity reserves the right to delete or change any Domain Name in the exercise of its sole and absolute discretion, and will have no liability regarding the use, modification, or deletion of any Username.  Domain Names are further subject to the terms and conditions presented on the registration and renewal of your Domain Name(s) and also posted on our website.

As the owner or operator of a User Server that connects to the Services and forms a part of the Platform you are responsible for the activities and Content on your User Server, as High Fidelity is for the activities and Content on HF Servers.  As the owner or operator of a User Server, you agree to abide by these Terms and Conditions, and further you agree to enforce the conditions and restrictions of these Terms and Conditions as to any activities and/or Content on your User Server. High Fidelity may require that you take certain action that High Fidelity would take with respect to certain activities and/or Content on your User Server, as though the activities and/or Content were on HF Servers.  You expressly agree to take any such action as requested by High Fidelity in accordance with these Terms and Conditions, failing which High Fidelity may terminate your Account and your access to the Services, without any further notice or compensation.  As a participant on the Platform we expect that you will uphold the same standards and comply with the same terms as we would in your position, and you agree to do so.

Notwithstanding the foregoing, High Fidelity is under no obligation to monitor or take any action whatsoever with regard to a User Server.  High Fidelity is not responsible for the activity and Content on User Servers, and cannot controls the actions of third parties with respect to User Servers.  The rights reserved above are for the sole benefit of High Fidelity in interests of its business and are not established for the benefit of third parties.  Matters relating to User Servers must be addressed directly with the owners and operators of any applicable User Server.

9. INFRINGEMENT NOTIFICATIONS

We operate an intellectual property complaint process for complaints that User Content infringes another’s Intellectual Property Rights, the details of which are described below.

DMCA Notice

High Fidelity will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Services, then you may send us a written notice that includes all of the following:

i.    a legend or subject line that says: "DMCA Copyright Infringement Notice";
ii.    a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
iii.    a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the location of where the material appears);
iv.    your full name, address, telephone number, and email address;
v.    a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
vi.    a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and,
vii.    your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), your name typed followed by "//s//", which will serve as your electronic signature.

High Fidelity will only respond to DMCA Notices that it receives by mail, e-mail or facsimile at the addresses below:

By Mail:
High Fidelity, Inc.
1065 Folsom Ave
San Francisco, California 94103
Attention: DCMA Notices

By E-Mail: legal@highfidelity.io

It is often difficult to determine if your copyright has been infringed. High Fidelity may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and High Fidelity may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.  Please note that the DMCA provides that any person who knowingly, materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification (as described below).

Without limiting High Fidelity’s other rights, High Fidelity may, in appropriate circumstances, terminate a repeat infringer’s access to the Services.

DMCA Counter-Notification.

If access on the Services to a work that you submitted to High Fidelity is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

i.    a subject line that says: "DMCA Counter-Notification";
ii.    a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the location where the material was removed or access to it disabled);
iii.    a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
iv.    your full name, address, telephone number, e-mail address, and the username of your Account;
v.    a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the United States, to the jurisdiction of the United States District Court for the Northern District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
vi.    your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), your name typed followed by "//s//", which will serve as your electronic signature.

Please note that the DMCA provides that any person who knowingly, materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

Procedure for Alleging Infringement of Other Intellectual Property

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Services, then you may send us a written notice to one of the addresses set forth above that includes all of the following:

a.    a legend or subject line that says: "Intellectual Property Infringement Notice";
b.    a description of the intellectual property that you claim has been infringed;
c.    a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the location where the material appears);
d.    your full name, address, telephone number, and email address;
e.    a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
f.    a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and,
g.    your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), your name typed followed by "//s//", which will serve as your electronic signature.

We will act on such notices in our sole discretion. Any user of the Platform that fails to respond satisfactorily to High Fidelity with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

Unsolicited Ideas and Materials Prohibited

High Fidelity employs a staff of developers and designers to create and develop new ideas and we solicit and receives related submissions from professionals with whom we have business relationships.  Because of this, in your communications with High Fidelity, please keep in mind that High Fidelity does not accept or consider any unsolicited ideas or materials for products or services, or even improvements to products or services, (collectively, "Unsolicited Ideas and Materials"). Therefore, you must not send to High Fidelity (even within any of your User Content that we may request), in any form and by any means, any Unsolicited Ideas and Materials. Any Unsolicited Ideas and Materials you post on or send to us via the Services or otherwise are deemed User Content and licensed to us as set forth above.

Except as otherwise specifically described in our Privacy Policy , your relationship with High Fidelity is not a confidential, fiduciary, or other type of special relationship and your Unsolicited Ideas and Materials will be treated as non-confidential and non-proprietary User Content – regardless of whether you mark them "confidential", "proprietary", or the like. High Fidelity will not assume any responsibility, obligation, or liability for the receipt or non-receipt of any of the foregoing. Therefore, your decision to submit any Unsolicited Ideas and Materials to High Fidelity does not place High Fidelity in a position that is any different from the position held by members of the general public with regard to your Unsolicited Ideas and Materials.  High Fidelity’s receipt of your Unsolicited Ideas and Materials is not an admission by High Fidelity of their novelty, priority, or originality, and it does not impair High Fidelity’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

10. PRIVACY

Your privacy is important to us. Our Privacy Policy sets forth the conditions under which you provide personal and other information to us. You understand and agree that through your use of the Services you consent to the collection and use of your information in accordance with our Privacy Policy. We encourage you to review our Privacy Policy, which describes our use and disclosure of information we collect on the Platform Servers and the Service. If you object to your information being used or disclosed as described therein, please do not use the Services.

11. RELEASES, DISCLAIMERS, LIABILITY LIMITS AND INDEMNIFICATION

You agree not to hold High Fidelity liable for the Content, actions, or inactions of other users. As a condition of access to the Service, you release High Fidelity (and its officers, directors, shareholders, agents, subsidiaries and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, including whether or not High Fidelity becomes involved in any resolution or attempted resolution of the dispute.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

HIGH FIDELITY PROVIDES THE SERVICES, INCLUDING WITHOUT LIMITATION THE HF SOFTWARE, THE HF SERVERS, ACCESS TO USER SERVERS, THE CONTENT, THE VIRTUAL GOODS AND SERVICES, AND YOUR ACCOUNT, STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT, OR VIRTUAL GOODS AND SERVICES. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR CONTENT OR ANY EXPENDITURE ON YOUR PART, HIGH FIDELITY AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICES AND/OR ACCESSING THE PLATFORM ON THIS BASIS.

High Fidelity does not ensure continuous, error-free, secure or virus-free operation of the Platform or Services, the HF Software, the Platform Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on High Fidelity's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.

Waiver of Consequential Damages

IN NO EVENT SHALL HIGH FIDELITY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, OR PUNITIVE LOSSES OR DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), THE HF SOFTWARE, THE PLATFORM SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT HIGH FIDELITY MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HIGH FIDELITY'S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS (U.S. $100.00); OR (ii) THE FEES, IF ANY, PAID BY YOU FOR USE OF THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you. In such jurisdictions, the liability of the High Fidelity parties to you is limited to the lowest amount permitted by applicable law.

Indemnity

You agree to defend, indemnify and hold harmless High Fidelity, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) your User Content; (ii) your acts, omissions, or use of the Services, including without limitation your negligent, willful or illegal conduct; (iii) the operation of your User Server and any related activities; (iv) your breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; (v) your violation or anticipatory violation of any applicable law, rule or order in connection with your use of or activities on the Platform; (vi) information or material transmitted by or through your devices or equipment that infringes or misappropriates any Intellectual Property Right; (vii) any misrepresentation made by you; (viii) High Fidelity’s use of the information that you submit to us; (ix) your purported "ownership" of any Usage Subscriptions or virtual items; or (ix) the increase or decrease in "value" or loss of Usage Subscriptions or Virtual Goods and Services, if High Fidelity deletes, terminates, or modifies them (all of the foregoing, "Claims and Losses") . We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not settle any Claims and Losses without, in each instance, the prior, written consent of an officer of High Fidelity. 

Independent Relationship

You acknowledge that your participation on the Platform and use of the Services, including your creation or uploading of Content on the Platform or your operation of User Server, does not make you a High Fidelity employee and that you do not expect to be, and will not be, compensated by High Fidelity for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture or franchise relationship is intended or created by this Agreement.

12. DISPUTE RESOLUTION AND ARBITRATION

By agreeing to these Terms of Service, you also agree to arbitrate any and all claims against High Fidelity pursuant to the Federal Arbitration Act and subject to the terms below (the "Agreement to Arbitrate"). You and High Fidelity agree that we intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act and further agree that, notwithstanding any other provision of these Terms of Service, the Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement to Arbitrate.

Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Service, the Platform, the Content, your User Content, your Unsolicited Ideas and Materials, this Agreement, your decision to enter into this Agreement, or any Additional Terms (collectively, "Dispute"), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. However, if no such information exists or if such information is not current, then we have no obligation under this section. Your notice to us must be sent to: High Fidelity, Inc., 1065 Folsom Ave., San Francisco, California 94103, Attention: Legal. For a period of sixty (60) days from the date of receipt of notice from the other party, High Fidelity and you will engage in a good faith effort to resolve the Dispute.

IF WE CANNOT RESOLVE A DISPUTE WITHIN SIXTY (60) DAYS OF RECEIPT OF SUCH NOTICE, THEN EITHER YOU OR WE MAY ELECT TO SUBMIT THE DISPUTE TO FORMAL ARBITRATION AS HEREINAFTER DESCRIBED. WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

Further, you and High Fidelity agree that, should resolution of the Dispute occur in arbitration, such Dispute will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this arbitration provision holds that this restriction, limiting the arbitration to Dispute between you and High Fidelity, is unenforceable, then our agreement above to arbitrate will not apply and the Dispute must be brought exclusively in court as provided below.

Should either you or High Fidelity elect to resolve the Dispute by way of binding arbitration, the arbitration shall proceed in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA"), except that in no event shall the arbitration proceed as a class or representative action. If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single, neutral arbitrator who is a retired judge or a lawyer with not less than ten (10) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, then the arbitration will be heard and determined by a three (3) member panel, with one member to be selected by each party and the third (who will chair the panel) selected by the two (2) party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement and any additional Terms, will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of High Fidelity consent to in writing, except, as noted above, that in no event shall the arbitration proceed as a class or representative action. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above will also apply to any such arbitration under JAMS or other arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 1.800.778.7879 or www.adr.org
JAMS: 1.800.352.5267 or www.jamsadr.com 

All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules (including any rules regarding hardship); but if applicable arbitration rules or laws require High Fidelity to pay a greater portion or all of such fees and costs in order for this arbitration provision to be enforceable, or if the arbitrator(s) determine that you would experience an extreme hardship by paying your share of arbitration fees and costs prior to resolution of the Dispute, then High Fidelity will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. The arbitrator must honor the terms of this Agreement (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees) consistent with applicable law.  

This Section and the terms hereof are sometimes hereinafter referred to as the "Dispute Resolution Section."

13. GENERAL PROVISIONS

United States Services

High Fidelity controls and operates the Services from its offices in the United States. High Fidelity makes no representation that any aspect of the Services are appropriate or available for use outside of the United States. Those who access the Services from other locations are doing so on their own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, we reserve the right to limit the availability of, restrict access to, or discontinue any or all of the Services and/or any content, program, product, service or other feature described or available on any of the Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

HF Software related to the Platform or made available by the Services may be subject to export controls of the United States. No software may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoed goods, software, technology or services (which, as of the effective date of this User Agreement, includes Cuba, North Korea, Iran, Sudan and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Assignment

You may not assign this Agreement or your Account without the prior written consent of High Fidelity, which may be withheld in our sole and absolute discretion. You may not transfer or sublicense any licenses granted by High Fidelity in this Agreement without the prior, written consent of High Fidelity. High Fidelity may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.  Any assignment in violation of this Section shall be null and void.

Notice

High Fidelity may give notice to and obtain consent from you by one or more of the following means: through the Services or the Platform, by electronic mail to your e-mail address in our records, or by written mail communication to the address on record for your Account, and shall be deemed to have been received by you if sent by any of the foregoing means. When you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically All notices given by you or required under this Agreement shall be mailed to us at: High Fidelity, Inc., 1065 Folsom Ave., San Francisco, California 94103, Attn: Legal.

Residents of California are entitled to the following specific consumer rights information: if you have a complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 1625 North Market Boulevard, Suite S-202, Sacramento, California 95834, or by telephone at 1.916.574.7950. See also www.dca.ca.gov.

Interpretation

The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. As used in this Agreement, references to a determination made in High Fidelity's discretion means that the determination will be made by High Fidelity in accordance with its good faith business judgment. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

Choice of Law

You agree that this Agreement and the relationship between you and High Fidelity shall be governed by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and High Fidelity agree to submit to the exclusive personal jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided in Dispute Resolution Section.

No Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY SERVICE, CONTENT, USER CONTENT, UNSOLICITED IDEAS AND MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY HIGH FIDELITY OR A LICENSOR OF HIGH FIDELITY. 

Improper Claims

All claims you bring against High Fidelity must be resolved in accordance with the Dispute Resolution Section. All claims filed or brought contrary to the Dispute Resolution Section of the other terms hereof shall be considered improperly filed and a breach of these Terms of Service. Should either party file a claim contrary to the Dispute Resolution Section or the other terms hereof, the other party may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.

Entire Agreement

This Agreement sets forth the entire understanding and agreement between you and High Fidelity with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings.

High Fidelity reserves the right to modify this Agreement at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on our website or as a part of the Services, and that your use of the Services after we post the Updated Terms constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement on a regular and frequent basis. The Updated Terms will be effective as of the time that High Fidelity posts them or such later date as may be specified in them. Except for such Updated Terms, this Agreement may not be modified except by mutual written agreement between you and High Fidelity that is signed by a duly authorized representative of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.