HYLIGHTER TERMS OF USE AND SERVICES

4-15-10

PREAMBLE

Some of the language in what follows is harsh legalese; however, the purpose is to protect HyLighter from individuals who may abuse the service and not cause any harm to responsible individuals.

If HyLighter is running on a server managed by an entity other than HyLighter LLC, terms of use and services policies of the entity take precedence where conflicts exist.

  1. ACCEPTANCE OF TERMS

    Whether you are an owner or a reviewer invited by an owner to post comments, your use of the HyLighter service (the Service) is subject to these Terms of Service (TOS). For practical reasons, HyLighter LLC may, from time-to-time, make changes to the TOS without necessarily giving you notice or asking for your acceptance. The TOS will also be applicable to the use of the Service on a trial basis. By using the Service, you signify your agreement to this TOS.

  2. DESCRIPTION OF SERVICE

    HyLighter LLC provides each Account Holder with a web site on HyLighter's Internet Property (a Site). Each Site has a limited disc space based on the type of account purchased. The Service also includes tools that enable Account Holders and their reviewers to mark up documents and perform other functions related to document-review. The type and number of tools you use may depend on the type of account you have.

    In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

    You also understand and agree that the service may include certain communications from HyLighter, such as service announcements, administrative messages and the HyLighter LLC Newsletter, and that these communications are considered part of HyLighter LLC membership, and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new HyLighter properties, shall be subject to the TOS.

  3. REGISTRATION

    In order to use the Service, you must have a valid HyLighter LLC ID. Account Holders will choose a password and account designation for your Site during the Service's registration process. If you are using the Service as a reviewer, you must also go through the registration process and provide the registration data requested. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify HyLighter LLC of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. HyLighter LLC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

    In consideration of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or HyLighter LLC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HyLighter LLC has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). If you register to use the Service on a free-trial basis, you will also have to go through the registration process. Users under 13 years of age are required to have a parent or guardian review and complete the registration process.

  4. PAYMENT TERMS
    1. BILLING

      Policy to be established.

    2. UPGRADES AND DOWNGRADES

      Policy to be established.

    3. CANCELLATION AND TERMINATION

      If you cancel the Service before the end of the term, your cancellation will take effect immediately. After cancellation, you will no longer have access to your website and all information contained therein may be deleted by HyLighter. HyLighter LLC cannot accept any liability for such deleted information or content. However, HyLighter has provisions whereby you can print copies of your documents including highlighting and comments or export to your desktop as Word or PDF files.

      You agree that HyLighter, in its sole discretion, may terminate your password, and/or account, and remove and discard any Content within the Service (including, but not limited to your Site if you are an Account Holder, for any reason, including and without limitation, the lack of use, or if HyLighter LLC believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Any contracts, verbal or written or assumed, in conjunction with your deleted Site (as applicable) and all its parts, at HyLighter's discretion, will be terminated as well. HyLighter LLC may also in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that HyLighter LLC may immediately deactivate or delete your Site, as applicable, and all related information and files. HyLighter LLC reserves the right to bar any further access to such files or the Service. You agree that HyLighter LLC shall not be liable to you or any third-party for any termination of your access to the Service.

    4. HYLIGHTER LLC PRIVACY POLICY

      Registration Data and certain other information about you is subject to our Privacy Policy, the terms of which are incorporated into this TOS by reference.

    5. OWNERSHIP OF WEBSITE ACCOUNT AND SECURITY

      You are responsible for maintaining the security of your account and Site, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Site, including those of your reviewers. You agree to immediately notify HyLighter LLC of any unauthorized uses of the account or any other breaches of security. HyLighter LLC cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will HyLighter LLC be liable, in any way, for any acts or omissions by an Account Holder or a reviewer, including any damages of any kind incurred as a result of such acts or omissions.

    6. CONTENT AND CONDUCT RULES AND OBLIGATIONS

      You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials ("Content") are the sole responsibility of the person from which such Content originated. This means that you, and not HyLighter, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. HyLighter LLC does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

      You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will HyLighter LLC be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that HyLighter LLC does not pre-screen Content, but that HyLighter LLC and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, HyLighter LLC and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by HyLighter LLC or submitted to HyLighter. You acknowledge and agree that HyLighter LLC may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of HyLighter, its users and the public.

      You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

      Should Content be found or reported to be in violation with, but not limited to, the following terms, it will be in HyLighter's sole discretion as to what action should be taken.

      You agree that you will not:

      • upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
      • harm minors in any way;
      • impersonate any person or entity, including, but not limited to, a HyLighter LLC official, owner, reviewer, or guest, falsely state or otherwise misrepresent your affiliation with a person or entity;
      • forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
      • upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
      • upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
      • upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
      • intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
      • "stalk" or otherwise harass another;
      • promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;
      • exceed the scope of the Service that you have signed up for; for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing other peoples comments or content as a reviewer.

        • If any user is reported to be in violation with the letter or spirit of these terms, HyLighter LLC retains the right to terminate such account at any time without further warning.

    7. ADDITIONAL SOFTWARE

      With respect to any additional software that may be made available by HyLighter LLC in connection with the Service, if you elect to download or access such additional software, you understand that you may have to agree to additional terms and conditions before you use such software.

    8. INTERNATIONAL USE

      Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

    9. CONTENT SUBMITTED

      HyLighter LLC does not claim ownership of the Content you place on your HyLighter LLC Site. HyLighter agrees to not reproduce, modify, adapt and publish Content without written permission of the Site owner.

      You acknowledge that HyLighter LLC does not pre-screen Content, but that HyLighter LLC and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, HyLighter LLC and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

    10. ADVERTISERS.

      Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that HyLighter LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

    11. 12. LINKS

      The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because HyLighter LLC has no control over such sites and resources, you acknowledge and agree that HyLighter LLC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that HyLighter LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

    12. INDEMNITY

      You agree to indemnify and hold HyLighter, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your Guests activities, your connection to the Service, your violation of the TOS, or your violation of any rights of another, whether you are a registered user or not. The user is solely responsible for his or her actions when using the Service, including, but not limited to, costs incurred for Internet access.

    13. RESALE OF SERVICE

      You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by HyLighter.

    14. LIMITED LICENSE

      HyLighter LLC grants you a limited license to access and use the Site subject to the terms and conditions of this TOS. However, this license does not allow you to make any commercial use or any derivative use of this Site (including any of its individual elements or content), except with express written consent of HyLighter LLC.

    15. USE OF MATERIALS

      All materials transmitted or published by HyLighter LLC on this Site (including, but not limited to the Software, text, images, forms, logos, graphics, images, audio clips, video clips, photographs, illustrations, video and audio clips, etc.) (collectively, the "Materials") are owned or controlled by HyLighter LLC, its subsidiaries or affiliated companies or a third-party provider, and are protected by United States and international copyright laws.

      Any copying, uploading, reproduction, transmittal or redistribution of the Materials which is not in accordance with this TOS is strictly prohibited. Making modifications to the Materials (unless such modifications are allowed through the Site, the Services or the Software) or creating derivative works based on the Materials is prohibited, as is the unauthorized use of the Materials on any networked computer environment or other website.

    16. GENERAL PRACTICES REGARDING USE AND STORAGE

      You acknowledge that HyLighter LLC may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time.

    17. MODIFICATIONS TO SERVICE

      HyLighter LLC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that HyLighter LLC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

    18. HYLIGHTER'S PROPRIETARY RIGHTS

      You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by HyLighter LLC or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

      HyLighter LLC does not want to receive confidential or proprietary information from you through the Service or by email. Unless otherwise agreed in writing by an authorized HyLighter LLC representative, any material, information or idea you transmit to HyLighter LLC by any means may be disseminated or used by HyLighter LLC or its affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to Content (as defined herein), or to personal information that is subject to our Privacy Policy.

    19. DISCLAIMER OF WARRANTIES

      You expressly understand and agree that:

      • Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. HyLighter LLC expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
      • HyLighter LLC will make reasonable efforts to maintain the service, however, HyLighter LLC is not responsible for any damage, loss of data, customer information or vendor data, revenue, or other harm to business arising out of delays, miss-delivery or non-delivery of information, restriction or loss of access, bugs or other errors, unauthorized use due to your sharing of access to the service, or other interaction with the service. You are responsible for maintaining and backing-up your data and information that may reside on the service. HyLighter LLC does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.
      • Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
      • No advice or information, whether oral or written, obtained through or from the service shall create any warranty not expressly stated in the TOS.
    20. LIMITATION OF LIABILITY

      You expressly understand and agree that HyLighter LLC shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if HyLighter LLC has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

    21. EXCLUSIONS AND LIMITATIONS

      Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of sections 18 and 19 may not apply to you.

    22. GENERAL

      Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service. The TOS and the relationship between you and HyLighter LLC shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and HyLighter LLC agree to submit to the personal and exclusive jurisdiction of the courts located within Tallahassee, Florida. The failure of HyLighter LLC to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and HyLighter LLC and govern your use of the Service, superseding any prior agreements between you and HyLighter LLC(including, but not limited to, any prior versions of the TOS). You also may be subject to additional terms and conditions that may apply when you use affiliate or other HyLighter LLC services, third-party content or third-party software. If any provisions of the TOS or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

    23. VIOLATIONS

      Please report any violations of the TOS to support@HyLighter.com.