Terms of Service for Hosted Servers

These High Fidelity Terms of Service for Hosted Servers are applicable when you access or use High Fidelity Hosted Servers.

By entering, accessing, or otherwise connecting to High Fidelity Hosted Servers, you agree to and accept the High Fidelity User Content and Conduct Policy with respect to your activities on that High Fidelity Hosted Server., Owners and operators of a Server may post additional Rules & Regulations that may be posted for that Server. If you do not agree to the policies with respect thereto, you may be prohibited by the owner/operator from entering, accessing or using that Server. Failure to abide by the Rules & Regulations for a Server may result in the denial of access to that Server. This policy also applies to any User Server that you elect to have hosted on High Fidelity Hosted Servers and to the user conduct and User Content on that Server. These Terms of Use for Hosted Servers take precedence over any conflicting Rules & Regulations for a given User Server and High Fidelity reserves the right to terminate hosting of any such User Server on reasonable notice.

HIGH FIDELITY IS NOT RESPONSIBLE OR LIABLE FOR ANY ASPECT OF THE PLATFORM THAT IS NOT HOSTED, DISTRIBUTED, PROVIDED OR MAINTAINED BY HIGH FIDELITY.
You may not use High Fidelity Hosted Platform to infringe the intellectual property rights of other parties. If you violate these terms by creating infringing content you may be blocked or removed from any or all of the High Fidelity Hosted Platform.

  1. USER CONDUCT
  2. Users of the High Fidelity Hosted Platform agree to abide by certain rules of conduct, including any applicable Rules & Regulations that may be posted for a High Fidelity Hosted Server, 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 Platform, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but not the obligation, to monitor or become involved in disputes between you and other users.

    Prohibited Conduct
    You agree that you will not:

    1. 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;
    2. Stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors;
    3. conduct or host any activity that is harmful, threatening or harassing, defamatory, libelous, false, inaccurate, misleading, or invades another person's privacy;
    4. conduct or host any activity that is obscene, hateful, or racially, ethnically or otherwise objectionable;
    5. conduct or host any activity that is sexually explicit, or intensely violent; or
    6. 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.
    7. 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;
    8. 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;
    9. Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of or enjoyment of the Platform;
    10. 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 High Fidelity Hosted Services or the experience of any users on the Platform;
    11. Attempt to gain unauthorized access to any other user's Account, password or Content;
    12. If you are an adult, you may not impersonate a minor for the purpose of interacting with a minor, or stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors, or attempt to contact or meet with such minor outside the Platform, including without limitation electronically or physically; or
    13. 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.

    Any violation by you of the terms of this Section may result in immediate termination of your Account and/or denial of access to a High Fidelity Hosted Server(s) without any refund or other compensation.

    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.

    You may not access a High Fidelity Hosted Server

    1. if you have been barred from High Fidelity Hosted Hosted Servers by High Fidelity; or
    2. if you are barred from accessing High Fidelity Hosted Servers under applicable law.
  3. USER HOSTED SERVERS
  4. High Fidelity maintains and operates only the High Fidelity Hosted Platform. Portions of the Platform, in particular the User Hosted Servers, are maintained by third parties and we cannot assume responsibility of for the actions of those third parties or the operation of their Servers. High Fidelity is under no obligation to monitor or take any action whatsoever with regard to a User Hosted Server. High Fidelity is not responsible for the activity and Content on User Hosted Servers, and cannot control the actions of third parties with respect to User Hosted Servers. Matters relating to User Hosted Servers must be addressed directly with the owners and operators of any applicable User Hosted Server.

Terms of Service for Hosted Content

These High Fidelity Terms of Service for Hosted Content are applicable when you access or use Content on the High Fidelity Hosted Platform.

You may not use High Fidelity Hosted Platform to infringe the intellectual property rights of other parties. If you violate these terms by creating infringing content you may be blocked or removed from any or all of the High Fidelity Hosted Platform.

HIGH FIDELITY IS NOT RESPONSIBLE OR LIABLE FOR ANY ASPECT OF THE PLATFORM THAT IS NOT HOSTED, DISTRIBUTED, PROVIDED OR MAINTAINED BY HIGH FIDELITY.

  1. USE OF USER CONTENT
  2. 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 are provided access, and High Fidelity may, in its sole discretion, modify, delete, or otherwise make use of any User Content hosted by High Fidelity (High Fidelity Hosted Content) without notice or any liability to you or any third party. High Fidelity reserves the right to treat High Fidelity Hosted Content 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 High Fidelity Hosted Content submitted by you or others need not, however, be maintained on the High Fidelity Hosted Platform for any period of time and you will may have the right, once submitted, to access, archive, maintain, or otherwise use such High Fidelity Hosted Content.

  3. CONTENT RESTRICTIONS
  4. You are solely responsible for your interaction with User Content. We are not responsible or liable for the content of any user. We reserve the right, but not the obligation, to monitor or become involved in disputes between you and other users.

    Prohibited Conduct
    You agree that you will not, on the High Fidelity Hosted Platform:

    1. 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 High Fidelity Hosted Platform;
    2. 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;
    3. Post, display, or transmit Content that is obscene, hateful, or racially, ethnically or otherwise objectionable;
    4. Post, display or transmit any Content that is sexually explicit, or intensely violent; or
    5. Post, display or transmit any Content 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 and/or removal of your Content without any refund or other compensation.

  5. CONTENT RIGHTS
  6. Original Content and Rights

    High Fidelity may now or in the future offer users of the High Fidelity Hosted Platform the opportunity to display, publish, distribute, transmit, broadcast, or otherwise make available on or submit Content (collectively, "submit"). 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 legal right, title and interest that you have in your User Content.

    Each time you submit any User Content to the High Fidelity Hosted Platform, you represent and warrant that (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 Policy, 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 Policy, 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 Policy, or cause injury or harm to any person.

    You understand and acknowledge that the High Fidelity Hosted 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 nonproprietary 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 Policy.

    Intellectual Property Rights of Others

    You agree that you will not publish, or submit to the High Fidelity Hosted 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.

    You acknowledge that the High Fidelity Hosted Content is provided or made available to you under license from High Fidelity and independent Content providers, including other users of the High Fidelity Hosted Platform ("Content Providers"). You acknowledge and agree that except as expressly provided in this Policy, 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 High Fidelity Hosted Platform. 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 High Fidelity Hosted Platform, 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 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 the extent you place or manage content on the High Fidelity Hosted Platform, 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.

    License Grant from High Fidelity

    High Fidelity hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, personal, revocable license to access and use the High Fidelity Hosted Platform on any manner of hardware and equipment (each a "Device") as set forth herein unless and until such rights may be terminated as provided in this Agreement.

    High Fidelity provides access to High Fidelity 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 High Fidelity Content solely on the Platform. To be clear, and without limiting the foregoing, you may not use, reproduce, distribute, prepare derivative works of, display or perform any High Fidelity 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 "High Fidelity Content License." You acknowledge that when you receive an High Fidelity 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.

    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 the High Fidelity Hosted Platform, subject to the rights, licenses, and other terms of this Policy, 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, and submit to the High Fidelity Hosted 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 ordinary operation of the Platform.

    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 herein.

    You hereby grant to High Fidelity the non-exclusive, worldwide, irrevocable, royalty-free license to use, copy, distribute, reproduce, modify, display, make derivative works of, sublicense on the High Fidelity Hosted Platform, all or any portion of your User Content (and derivative works thereof), solely for the purpose of operating the High Fidelity Hosted Platform and the uses for which it is intended. 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 High Fidelity Software and future improvements to High Fidelity Software. 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 High Fidelity Hosted Platform, you hereby grant other users a non-exclusive license to access the User Content through the High Fidelity Hosted Platform, and to use, reproduce, distribute, prepare derivative works of, display, and perform the Content on the High Fidelity Hosted Platform as permitted by you through your interactions with the High Fidelity Hosted Platform. "Publicly accessible" areas are those areas that are accessible to other users of the High Fidelity Hosted Platform. The license granted in this Section is referred to as the "User Content License."

    Your interactions with the High Fidelity Hosted Platform may include use of 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. Any agreement you make with other users relating to use or access to your Content must be consistent with this Policy.

    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 any publicly accessible areas of the High Fidelity hosted Platform, you hereby grant High Fidelity and other users a nonexclusive, worldwide, royalty-free, sub licenseable 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." You hereby release and discharge High Fidelity, and its agents, representatives and assignees from any and all claims and demands arising out of or in connection with the Snapshot and Machinima Content License, including any and all claims for invasion of privacy, right of publicity, misappropriation or misuse of image, and/or defamation.

    Loss of Rights

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

Terms of Service for Account and Identity Services

These terms describe the terms and conditions on which High Fidelity, offers you access to High Fidelity Account and Identity Services. By accessing or otherwise using High Fidelity Account and Identity Services, you agree to and accept these terms. If you do not agree to these terms, you are prohibited from accessing or using High Fidelity Account and Identity Services.

  1. USERNAMES
  2. You must choose a username (your "Username") to use High Fidelity's Registration Services. 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.

    The information you provide to establish your Account must be current, true and correct. You are required to updated your Account information promptly upon any change. You may not sell, transfer or assign your Account to any third party or permit another individual to access your Account using your credentials, without the prior written consent of High Fidelity.

    You may associate an avatar with your account. To the extent you use High Fidelity Content for all or any part of your avatar, use of that High Fidelity Content is governed by the Content Rights Section of the High Fidelity User Content and Conduct Policy. Certain High Fidelity Content offered by High Fidelity for the creation of avatars may be subject to additional restrictions as may be posted on High Fidelity's website or on the High Fidelity Hosted Platform.

  3. TERMINATION OF ACCESS
  4. High Fidelity may suspend or terminate your access to the High Fidelity Account & Identity Services if you violate these terms, along with access to any or all of the High Fidelity Hosted Platform, as determined by High Fidelity in its discretion. Upon termination of your access you may not re-access or return to the service 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 High Fidelity Hosted 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 High Fidelity Hosted 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.

    Rights upon Suspension or Termination

    If High Fidelity elects to generally suspend or discontinue the High Fidelity Placename Services, in whole or in part, for any reason, High Fidelity may terminate your access. 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.

Terms of Service for the Placename Service

These terms describe the terms and conditions on which High Fidelity, offers you access to the High Fidelity Placenames Service. By accessing or otherwise using the Placenames Service, you agree to and accept these terms. If you do not agree to these terms, you are prohibited from accessing or using the Placenames Service.

  1. PLACENAME REGISTRATION
  2. You may elect to register a Placename to locate your User Hosted Server (your "Placename"). You may not use a Placename 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. High Fidelity reserves the right to censure Placenames that can be considered vulgar, offensive, or otherwise inappropriate. High Fidelity reserves the right to delete or change any Placename in the exercise of its sole and absolute discretion, and will have no liability regarding the use, modification, or deletion of any Placename.

    Changes and Charges

    High Fidelity reserves the right, upon reasonable notice, to: (i) charge for access to some or all of the High Fidelity Placename Services, charge for access to premium functionality, or require a paid subscription or account registration to access some or all of the High Fidelity Placename Services ("Usage Subscriptions"); (ii) change terms and conditions for the High Fidelity Placename Services or portions thereof; and (iii) restrict access to the High Fidelity Placename 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 High Fidelity Placename Services.

  3. TERMINATION
  4. Termination of Access

    High Fidelity may suspend or terminate your access to the High Fidelity Placename Service if you violate these terms, along with access to any or all of the High Fidelity Hosted Platform, as determined by High Fidelity in its discretion. Upon termination of your access you may not re-access or return to the service 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 High Fidelity Hosted 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 High Fidelity Hosted 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.

    Rights upon Suspension or Termination

    If High Fidelity elects to generally suspend or discontinue the High Fidelity Placename Services, in whole or in part, for any reason, High Fidelity may terminate your access. 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.

Terms of Service for the Marketplace Service

These terms describe the terms and conditions on which High Fidelity, offers you access to the High Fidelity Marketplace Service. By accessing or otherwise using the High Fidelity Marketplace Service, you agree to and accept these terms. If you do not agree to these terms, you are prohibited from accessing or using the High Fidelity Marketplace Service.

  1. PAID SERVICES
  2. Should you elect to use the High Fidelity Marketplace Service, 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 process payment by blockchain, credit card, or whatever other payment method established for the High Fidelity Marketplace Service 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 process payment 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 High Fidelity Marketplace Services, charge for access to premium functionality or High Fidelity Content, or require a paid subscription or account registration to access some or all of the High Fidelity Marketplace Services ("Usage Subscriptions"); (ii) change terms and conditions for the High Fidelity Marketplace Services or portions thereof; and (iii) restrict access to the High Fidelity Marketplace 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 High Fidelity Marketplace Services. Without limiting any other rights or remedies of High Fidelity, High Fidelity may terminate your access to the High Fidelity Marketplace Service in the event of any payment delinquency.

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

    Return Policy

    High Fidelity does not accept returns or provide refunds of any amounts paid for Content or services purchased from High Fidelity or others.

    Submissions

    User Content submitted for inclusion in the High Fidelity Marketplace Service is subject to the High Fidelity Terms of Service for Hosted Content. When you submit User Content to the High Fidelity Marketplace Service you agree that it may be displayed in the ordinary operation of the High Fidelity Marketplace Service (which may include trial use by other Users), that it may be licensed to other Users in exchange for the listed fees and subject to the terms of the license selected upon submission, that you will respect the limited on the copies that can be distributed that you entered when submitting the User Content, and that High Fidelity may reject the submission of substantially similar User Content by you or other Users.

  3. TERMINATION & INVALIDATION
  4. Termination of Access

    High Fidelity may suspend or terminate your access to the High Fidelity Marketplace Service if you violate these terms, along with access to any or all of the High Fidelity Hosted Platform, as determined by High Fidelity in its discretion. Upon termination of your access you may not re-access or return to the service 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 High Fidelity Hosted 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 High Fidelity Hosted 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.

    Rights upon Suspension or Termination

    If High Fidelity elects to generally suspend or discontinue the High Fidelity Marketplace Services, in whole or in part, for any reason, High Fidelity may terminate your access. 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.

    Invalidation

    You understand and agree that User Content that Proof of Providence Certificates may be invalidated based on the DCMA takedown procedures referenced in these Terms of Use and otherwise at the discretion of High Fidelity for failure to comply with the Terms of Use for User Content.

    Limitation of Liability

    USER CONTENT IS DISTRIBUTED BY THE HIGH FIDELITY MARKETPLACE SERVICE "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL HIGH FIDELITY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF USER CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. HIGH FIDELITY MAKES NO REPRESENTATION AS TO THE ULTIMATE OWNERSHIP OF ANY USER CONTENT AND YOU EXPRESSLY RELEASE HIGH FIDELITY FROM ANY SUCH LIABILITY.

General Provisions

  1. DEFINITIONS
  2. General

    Account means your rights and obligations under this Agreement associated with a particular account you use to access the High Fidelity Hosted Services.

    Agreement means the terms to which you have agreed which reference these High Fidelity General Provisions, and also includes these High Fidelity General Provisions and any other terms referenced in herein or in the Agreement.

    High Fidelity means High Fidelity, Inc., a Delaware corporation, and is sometimes referred to as us,we, or our.

    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.

    Content

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

    User Content means any Content that a user has created, uploaded, published, or submitted to or through the Platform.

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

    High Fidelity Hosted Content refers to any Content created, provided, or hosted by High Fidelity, which includes User Content hosted on the High Fidelity Hosted Platform.

    Software

    High Fidelity Software is the software licensed to you by High Fidelity, including but not limited to the software for creating a Server, software for accessing the Platform, software for accessing High Fidelity Hosted Services, and any related application program interfaces (the "APIs").

    Services

    High Fidelity Hosted Service(s) are the services hosted by High Fidelity, and include the High Fidelity Account and Identity Service(s), the High Fidelity Marketplace Service(s), the High Fidelity Placename Service(s), and such additional services as may be introduced by High Fidelity from time to time.

    High Fidelity Account and Identity Service(s); are the account and identify services hosted by High Fidelity as a part of the High Fidelity Services.

    High Fidelity Marketplace Service(s) is the marketplace service hosted by High Fidelity as a part of the High Fidelity Services.

    High Fidelity Placename Service(s) is the placename service hosted by High Fidelity as a part of the High Fidelity Services.

    Servers

    Server(s) are instances of online environments created with High Fidelity Software, including without limitation, the associated computation, data storage, software access, messaging and protocols.

    User Server(s) are the Servers created and managed by users of the Platform.

    User Hosted Server means any User Server that is not a High Fidelity Hosted Server.

    High Fidelity Server(s) are the Servers created, hosted, and managed by High Fidelity.

    High Fidelity Hosted Server(s) are the Servers maintained or hosted by High Fidelity, which includes High Fidelity Servers and a User Server hosted by High Fidelity (within High Fidelity's technical infrastructure).

    Platform

    High Fidelity Hosted Platform means the High Fidelity Hosted Servers, High Fidelity Hosted Content, and the High Fidelity Hosted Services. In other words, the High Fidelity Hosted Platform is the part of the Platform hosted by High Fidelity.

    Platform means the High Fidelity Hosted Platform, Users Hosted Servers and any other User Content.

  3. ELIGIBILITY
  4. Age Requirements

    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 on your behalf.

    Under 13 Users

    When a child under the age of thirteen (13) registers for an account or otherwise accesses the High Fidelity Hosted Services, we may collect that child's email address and the email 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 High Fidelity Hosted Platform us will allow children under the age of thirteen (13) to reveal personal data publicly (for example via chat or forums), it is the parent's responsibility to moderate such use.

  5. MISCELLANEOUS
  6. The Platform

    You understand and acknowledge that High Fidelity maintains and operates only the High Fidelity Hosted Platform. Portions of the Platform, in particular, the User Hosted 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 Hosted Servers.

    Changes in the High Fidelity Hosted Platform

    High Fidelity has the right to change, limit access to, and/or eliminate any aspect(s), feature(s) or functionality of the High Fidelity Hosted Platform (including User Content thereon) 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 High Fidelity Hosted Platform. You acknowledge that your use of the High Fidelity Hosted Platform is subject to this risk and that you knowingly assume it and make your decisions to participate on the High Fidelity Hosted Platform, contribute Content and invest your time, effort, and money accordingly.

    High Fidelity does not control the actions of third parties on the High Fidelity Hosted Platform or on User Hosted Servers, and any action you take or Content you create on User Hosted Servers is at your own risk, and subject to the actions of the owners and controllers of the applicable User Hosted Server and its users.

    High Fidelity as a 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 High Fidelity Hosted Platform. High Fidelity does not and cannot moderate activities or Content.

    You acknowledge that you will be exposed to various aspects of the Platform, and that High Fidelity does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any 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 High Fidelity Hosted Platform, nor any identity information about any user. Your interactions with other users and your use of 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 High Fidelity Hosted Platform, or in any manner in any resolution thereof.

    The Platform and/or High Fidelity Hosted Services may contain links to or otherwise allow connections to User Hosted 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 Hosted 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 Hosted Servers or third-party services or environments.

    High Fidelity Service Interruptions

    High Fidelity may on occasion need to interrupt the High Fidelity Hosted Services or halt the High Fidelity Hosted Servers with or without prior notice. You agree that High Fidelity will not be liable for any interruption of the High Fidelity Hosted Platform (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 will solely determine any disposition of the electronic data stored on the High Fidelity Hosted Platform and will have no obligation to reproduce, process, transfer, extract or recreate any data from the High Fidelity Hosted Platform.

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

    High Fidelity Hosted Services provided AS IS

    HIGH FIDELITY PROVIDES THE HIGH FIDELITY PLATFORM 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 DISCLAIMS ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT. YOU ASSUME ALL RISK OF LOSS FROM USING THE HIGH FIDELITY PLATFORM ON THIS BASIS.

    High Fidelity does not ensure continuous, error-free, secure or virus-free operation of the High Fidelity Hosted Platform, the High Fidelity Software, 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. Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.

    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 High Fidelity Hosted 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 High Fidelity Hosted Platform. If you object to your information being used or disclosed as described therein, please do not use the High Fidelity Hosted Platform.

    Termination

    You may terminate this Agreement by providing written notice to High Fidelity in the manner prescribe 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.

    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.

    High Fidelity Hosted Services and Marks

    High Fidelity owns Intellectual Property Rights in and to the High Fidelity Software, High Fidelity Servers, and High Fidelity Content, 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 applicable licensors own all right, title, and interest in and to the High Fidelity Software, High Fidelity Servers, High Fidelity Content, and High Fidelity Marks, including all Intellectual Property Rights therein.

    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 the use of "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 made available by us.

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

    Unsolicited Ideas and Materials Prohibited

    High Fidelity employs a staff of developers and designers to create and develop new ideas and we solicits 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 High Fidelity Hosted Platform 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.

    Release

    You agree not to hold High Fidelity liable for the Content, actions, or inactions of other users. As a condition of access to the High Fidelity Hosted Platform, 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.

    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 HIGH FIDELITY HOSTED PLATFORM (INCLUDING ITS MODIFICATION OR TERMINATION), THE HIGH FIDELITY SOFTWARE, OR 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 HIGH FIDELITY HOSTED PLATFORM; 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, to the extent applicable to: (i) your User Content; (ii) your acts, omissions, or use of the High Fidelity Hosted Platform, including without limitation your negligent, willful or illegal conduct; (iii) the operation of your User Server on the High Fidelity Hosted Platform 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 High Fidelity Hosted 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 Content; or (ix) the increase or decrease in "value" or loss of Usage Subscriptions or Virtual Goods and High Fidelity Hosted 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 High Fidelity Hosted Platform, including your creation or uploading of Content or your operation of User Hosted 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.

    United States Services

    High Fidelity controls and operates the High Fidelity Hosted Platform from its offices in the United States. High Fidelity makes no representation that any aspect of the High Fidelity Hosted Platform is appropriate or available for use outside of the United States. Those who access the High Fidelity Hosted Platform 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 High Fidelity Hosted Platform and/or any content, program, product, service or other feature described or available on the High Fidelity Hosted Platform 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.

    Export Controls

    High Fidelity Software 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 High Fidelity Software, 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 through the High Fidelity Hosted 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 e-mail 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.
    1061 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 Service 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. 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 the High Fidelity Dispute Resolution Terms.

    No Equitable Relief

    IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE HIGH FIDELITY HOSTED PLATFORM, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND AGAINST HIGH FIDELITY.

    Improper Claims

    All claims you bring against High Fidelity must be resolved in accordance with the High Fidelity Dispute Resolution Terms. All claims filed or brought contrary to these terms shall be considered improperly filed and a breach of these General Terms. Should either party file a claim contrary to these terms, the other party may recover attorneys' fees and costs, 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 includes and hereby incorporates by reference the following policies and terms:

    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 and any terms referenced herein 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 High Fidelity Hosted Platform, and that your use of the High Fidelity Hosted Platform after we post the Updated Terms constitutes your agreement to the Updated Terms. Except for such Updated Terms, this Agreement and any terms referenced herein 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.

Infringement Reporting Policy

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. The Platform is a distributed platform with many aspects not under the domain, control, or influence of High Fidelity. To the extent User Content is hosted on the High Fidelity Hosted Platform, we offer the following process for submitting a complaint.

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 on the High Fidelity Hosted Platform, then you may send us a written notice that includes all of the following:

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.
1061 Folsom Ave.
San Francisco, California 94103
Attn: Legal

By E-Mail: requests@highfidelity.io
By Facsimile: XXX.XXX.XXXX

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 any or all of the High Fidelity Hosted Platform.

DMCA Counter-Notification.

If access on the High Fidelity Hosted Platform to a work that you submitted 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:

  1. A subject line that says: "DMCA Counter-Notification";
  2. 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);
  3. 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;
  4. Your full name, address, telephone number, e-mail address, and the username of your Account; 5
  5. 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 6
  6. 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) 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 High Fidelity Hosted Platform. 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 High Fidelity Hosted Platform, then you may send us a written notice to one of the addresses set forth above that includes all of the following:

  1. A legend or subject line that says: "Intellectual Property Infringement Notice"
  2. A description of the intellectual property that you claim has been infringed;
  3. 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);
  4. Your full name, address, telephone number, and e-mail address;
  5. 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;
  6. 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,
  7. 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 High Fidelity Hosted Platform that fails to respond satisfactorily to High Fidelity with regard to any such notice is subject to Account suspension or termination, or removal of access to all or any part of the High Fidelity Hosted Platform. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

Dispute Resolution Terms

By accessing or otherwise using any part of the High Fidelity Hosted Platform, you 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 the Agreement, the Federal Arbitration Act shall govern the interpretation and enforcement of the 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 High Fidelity Hosted Platform, the Agreement, or your decision to enter into the Agreement (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.
1061 Folsom Ave.
San Francisco, California 94103
Attn: 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 the Agreement 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 Service 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 the Agreement and can award the prevailing party damages and other relief (including attorneys' fees) consistent with applicable law.