PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of the Services
This is a contract between you and Highbeam. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may only apply for an Account, and use the applicable Services under such Account, if you are a legal entity formed and registered in the United States and can form a binding contract with Highbeam. Individual consumers and companies organized and registered outside the United States are not permitted to use or attempt to open or use an Account or the Services. Specific aspects of the Services may be subject to additional requirements, including you continuing to meet (in Highbeam’s sole discretion) Highbeam’s rating and evaluation requirements from time to time, as further stated in the relevant Account Agreement. You may only use the Services in compliance with this Agreement, the Account Agreement(s) and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes or by any individual who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf ("User") is strictly prohibited and in violation of this Agreement.
B. Applying for an Account
Applying for an Account. Your Account gives you access to certain Services, the demand deposit account ("Deposit Account"), the Instant Payouts and debit and/or credit cards ("Cards") provided by one of our financial institution providers (each a "Banking Provider") and any other functionality that we may establish and maintain from time to time and in our sole discretion. You will need to provide Company information and certain personal information (collectively, "Company Information"), when you apply for an Account. Company Information may include your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose personal information you provide before sharing such data with us.
We provide Company Information to our Banking Providers and other third-party service providers to determine your eligibility for access to certain Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account. We may deny your application, suspend provision of such Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate.
By applying for an Account, you further confirm the following:
You understand that Highbeam may use and analyze your information in order to
(a) provide you with a better experience;
(b) provide you with customized recommendations;
(c) serve you targeted offers and advertisements;
(d) run statistical analysis; and
(e) aggregate your data and publish results in a way that cannot identify you individually.
You will grant (or procure the grant of) such access as Highbeam may require to connect to any appropriate data sources in order to supply the Services to you, including (without limit) any foreign exchange, bank, payment processing or e-commerce services. You will provide, and shall procure that any such third party provides, Highbeam with all necessary cooperation in connection with the same. The supply of the Services by Highbeam is conditional upon such access and cooperation.
C. Account Management and Security
You must specify at least one Administrator to manage your Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users; initiate Instant Payouts; view transactions and run reports; provide or update Company Information; connect third-party services and other accounts to your Account; and perform other tasks to manage your Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your Account. You must promptly notify Highbeam regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use "strong" passwords with your Account. You must notify Highbeam immediately of any breach of security or unauthorized use of your Account by emailing: firstname.lastname@example.org Highbeam will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised. Your Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on your Account or your use of the Services.
We may assess fees for some Services, including periodic fees, usage fees, service fees, and fees applicable to certain transactions. We may also assess fees for late or failed payments, or misuse of your Account or the Services. We will disclose fees to you when opening your Account, when you start using a new Service, or through the Site. We may update, add, or change fees upon 30 days' notice to you. Any accrued or incurred fees will be reflected on your statements.
You may agree that you will not:
(a) use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement;
(b) use the Account or the Services for any personal, family, household, or other use that is not related to Company’s business purpose;
(c) use the Account or the Services for the benefit of an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State,
(d) use the Account or the Services for any third parties unaffiliated with Company,
(e) use the Account or the Services to collect any market research for a competing business,
(f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity,
(g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Highbeam IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
(h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
(i) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in the Services;
(j) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and
(k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
2. Our Proprietary Rights
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services. Highbeam reserves all rights not expressly granted herein in the Services and the Highbeam IP (as defined below). Highbeam may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Highbeam IP"), and all Intellectual Property Rights related thereto, are the exclusive property of Highbeam and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Highbeam IP. Use of the Highbeam IP for any purpose not expressly permitted by this Agreement is strictly prohibited. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to email@example.com.
You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Highbeam under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Highbeam does not waive any rights to use similar or related ideas previously known to Highbeam, or developed by its employees, or obtained from sources other than you.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
3. Site Data and Privacy
4. Third-Party Links and Information
5. Additional Services
As part of our Services, we may provide you with analysis or estimates. Any such information is illustrative and for informational purposes only. We base our analysis and estimates on certain assumptions and data that might be available to us. Our analysis and estimates are uniquely ours and are not endorsed by any third-party partner. Furthermore, any analysis or estimate is determined by our own proprietary methodology. As such, we may change, alter, or modify any methodology at any time and elect to emphasize, ignore, or alter certain factors in our sole and absolute discretion.
Our Services are intended to be utilized within the United States. We make no representations or warranties that the information, products, or services provided through our Services, or Highbeam IP, are appropriate for other jurisdictions. If necessary, we reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion
6. Representations and Warranties; Indemnification
A. Representations and Warranties.
You hereby represent, warrant, and covenant that:
- You are a business entity that is organized, registered, and located in the United States;
- You have a valid U.S. Employer Identification Number (EIN);
- You are validly existing and in good standing in your jurisdiction of organization;
- All information you provide to us is and will be current, accurate, and complete;
- You will use your Account exclusively for business purposes and not for any personal, family, or household use;
- You have reviewed this Agreement and the terms, agreements, or policies incorporated by reference;
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and
- Use of User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.
B. Applying for an Account
You agree to defend, indemnify and hold harmless Highbeam and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from :
(a) your use of and access to the Services, including any data or content transmitted or received by you;
(b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
(c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
(d) your violation of any applicable law, rule or regulation;
(e) your intentional misconduct; or
(f) any other party’s access and use of the Services with your username, password or other appropriate security code.
7. No Warranty
The services are provided on an "As is" and "As available" basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Highbeam or through the services will create any warranty not expressly stated herein. Without limiting the foregoing, Highbeam, its subsidiaries, its affiliates, and its licensors do not warrant that the information provided to your through the services is accurate, reliable or correct; that the services will meet your requirements or are suitable or fit for purpose; that the services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the services.
Highbeam does not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party through the services or any hyperlinked website or service, and Highbeam will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
8. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Highbeam, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the services. Under no circumstances will Highbeam be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the services or your account or the information contained therein.
To the maximum extent permitted by applicable law, Highbeam assumes no liability or responsibility for any (I) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Highbeam, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $100.00.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Highbeam has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
9. Term and Termination
This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Account Agreements or as otherwise set forth in this Agreement (the "Term"). You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account, at any time for any reason by providing you notice.
This Agreement is effective as of the Last Modified date stated at the top. We may change this Agreement from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement on a regular basis.
We may add Services or modify existing Services at any time. Some of these Services will be subject to additional terms. You acknowledge and understand that in order to use certain Services, you must agree to the additional terms that we will provide separately from this Agreement, and which will be incorporated by reference and form a part of this Agreement.
We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
You agree that:
(i) the Services shall be deemed solely based in New York; and
(ii) the Services shall be deemed passive ones that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York.
This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 11(B), you agree that the federal or state courts located in New York County, New York are the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from highbeam. For any claim, dispute, or controversy with highbeam (a "Claim"), you agree to first contact us at support@highbeam.Co and attempt to resolve the dispute with us informally. In the unlikely event that highbeam has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved by binding arbitration governed by the federal arbitration act ("Faa"). Any election to arbitrate, at any time, shall be final and binding on the other party. Neither party shall have the right to litigate such claim in court or to have a jury trial, except either party may bring its claim in its local small claims court, if permitted by that small claims court rules and if within such court’s jurisdiction. Arbitration is different from court, and discovery and appeal rights may also be limited in arbitration. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the faa. The arbitration shall be commenced and conducted by jams pursuant to its then current comprehensive arbitration rules and procedures and in accordance with the expedited procedures in those rules, or, where appropriate, pursuant to jams’ streamlined arbitration rules and procedures. All applicable jams’ rules and procedures are available at the jams website www.Jamsadr.Com. Each party will be responsible for paying any jams filing, administrative, and arbitrator fees in accordance with jams rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in new york county, new york or as otherwise agreed between the parties. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the claim immediately after commencement of the arbitration. Nothing in this section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the claim, evidence produced, testimony given, and the outcome of the claim, unless such information was already in the public domain or was independently obtained. Company and highbeam, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Claims between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Claim to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
12. Downloading the App
We make the App available through the Google Play Store or Apple App Store. The following terms apply to the App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available. You acknowledge and agree that:
- In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Highbeam.
- Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Highbeam will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
Apple and its affiliates are third-party beneficiaries of this Agreement as related to your license to the Aps, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.
You must also comply with all applicable third party terms of service when using the App.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Highbeam without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement
You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by Administrators and Users. If you sign up to receive certain Highbeam notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to Administrators and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, your Card(s), your Instant Payouts and your Deposit Account and may provide Administrators and Users the ability to respond with information about transactions or your Account. Administrators and Users may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. Administrators and Users are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. Administrators and Users will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at: firstname.lastname@example.org if you are having trouble receiving notices from us. For further information, please review our Electronic Disclosure Policy available here: 
C. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Highbeam in connection with the Services, shall constitute the entire agreement between you and Highbeam concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Highbeam’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision
E. Legal Orders
We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order
Sections 1C (Account Management), 2 (Our Proprietary Rights), 3 (Site Data and Privacy), 6 (Representations and Warranties; Indemnification), 7 (No Warranties), 8 (Limitation of Liability), 9 (Term and Termination), 11 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and this Section 13 (General); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.