Terms of Service

1. Introduction

Welcome and thank you for your interest in Highnote, Inc. (“we”, “our”, “us”)! As you have just clicked our Terms of Service (“Terms”), please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes. Thank you for being responsible.

These Terms govern your use of our Service (defined below). Our Privacy Policy also governs your use of our Service and explains how we collect, use, and share information resulting from your use of our Service. By accepting these Terms, you are also agreeing to our Privacy Policy.

As we continue to improve our Service, these Terms may change. We may update our Terms at any time and will make an effort to notify you of significant changes. However, it is your responsibility to review the Terms whenever you use our Service. Your continued use of our Service after changes means you accept the updated Terms. The date of the last modification is noted above.

BY USING OUR SERVICE, YOU ARE ACCEPTING THESE TERMS AND INDICATING YOUR AGREEMENT TO BE BOUND BY THEM. YOU MAY NOT USE OUR SERVICE IF YOU DO NOT AGREE TO THESE TERMS. 

2. Use of Our Service

Our “Service” includes: (1) our website (located at www.highnote.fm) (“Site”) and iOS and Android or web apps (“Apps”) as may be updated, relocated, or otherwise modified from time to time; (2) audio file collaboration tools through the Site and Apps; and (3) all material contained on the Site and Apps, exclusive of “Content” (defined below), and all intellectual property rights arising out of or related to the foregoing. 

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-transferable license to access and use our Service for your own personal use. All other rights in our Service are reserved by us.

3. Prohibited Uses

You may use our Service only for lawful purposes and in accordance with these Terms. You agree not to use our Service:

• In violation of any national or international law or regulation.

• To exploit or harm minors, including by exposing them to inappropriate content.

• To send unsolicited advertising or promotional material, such as junk mail, chain letters, or spam.

• To impersonate us, our employees, another user, or any other person or entity.

• In a way that infringes upon the rights of others or is illegal, threatening, fraudulent, harmful, or associated with any unlawful activities.

• To restrict or inhibit anyone’s use or enjoyment of our Service or to harm or offend us or our users, as determined by us.

Additionally, you agree not to:

• Use our Service in a way that could disable, overburden, damage, or impair the Service or interfere with others' use, including real-time activities.

• Use any automated device, such as a robot or spider, to access our Service for monitoring or copying content without permission.

• Use any manual process to monitor or copy our content without our prior written consent.

• Use any device, software, or routine that interferes with the proper functioning of our Service.

• Introduce any malicious or harmful material, such as viruses or worms, to our Service.

• Attempt to gain unauthorized access to our Service, its servers, or connected databases, or disrupt their operation.

• Attack our Service through denial-of-service or distributed denial-of-service attacks.

• Take actions that could damage or manipulate our Service’s rating on app stores.

• Attempt to interfere with the proper functioning of our Service.

• Use or access our Service to develop a competing service.

4. No Use By Minors

Our Service is intended for individuals who are at least 16 years old. By accessing or using our Service, you confirm that you are of legal age and have the full authority, right, and capacity to enter into these Terms. If you are under 16 years old, you are prohibited from accessing or using our Service.

If you are between 16 and 18 years old (or the age of majority in your jurisdiction), you may only use our Service with the consent of a parent or legal guardian. The minimum age to access and use our Service is 16 years old in the European Union, the United States, and other regions.

5. Content

Our Service allows you to post, link, store, share, and make available various forms of content, including information, text, graphics, audio, and videos ("Content"). You are responsible for ensuring that all Content you provide through our Service is legal, reliable, and appropriate.

By providing Content through our Service, you confirm that: (i) you own the Content or have the necessary rights to use it and to grant us the licenses required under these Terms; and (ii) posting your Content does not infringe on the privacy, publicity, intellectual property, contract, or any other rights of any third party. We reserve the right to terminate the account of anyone found violating this section.

You retain all rights to your Content and are responsible for protecting them. We are not liable for your Content, or any third-party posts made through the Service. However, by posting Content, you grant us the right to use, modify, perform, display, reproduce, and distribute it through the Service. This license also allows us to make your Content available to other users, who may use it under these Terms and according to your account preferences.

We reserve the right to monitor and edit any Content provided by users, but we are not obligated to do so.

6. Accounts

In order to use our Service, you will need to create an account. You are responsible for providing accurate, complete, and up-to-date information at all times. Failure to do so may result in the immediate termination of your account. You must maintain the confidentiality of your account and password and restrict access to your computer and account. You are accountable for all activities occurring under your account, regardless of whether they are conducted by you, us, or a third-party service. Notify us immediately if you become aware of any security breaches or unauthorized use of your account.

You may not use a username that is the name of another person or entity, that is not lawfully available for use, or that infringes on the rights of another person or entity without proper authorization. Additionally, usernames that are offensive, vulgar, or obscene are prohibited.

We reserve the right to refuse access to our Service, terminate your account, remove or edit Content (defined above), or cancel Purchases (defined below) at our sole discretion.

7. Term and Termination

This Agreement begins when you first access or use our Service and continues until terminated. We may terminate these Terms at any time, at our discretion, with or without notice. You may terminate the Terms by emailing us at hi@highnote.fm.

Upon termination of these Terms, the following Sections will survive: (19) Indemnification and (20) Disputes. 

Termination of these Terms does not affect our other legal or equitable remedies or relieve you of liability for any breaches before the termination date. We are not liable for damages solely due to the termination of this Agreement.

8. Communications

By creating an account with us, you agree to receive newsletters, marketing, promotional materials, and other information. You can opt out at any time by following the unsubscribe link or emailing us at hi@highnote.fm. By using our Service, you also consent to electronic communications regarding registration, security, privacy, and other administrative matters related to your use of the Service.

We may also send you transactional and promotional text (SMS) messages in connection with your use of our Service. You may opt out of receiving these text (SMS) messages at any time by responding “STOP” or emailing us at hi@highnote.fm. Opting out of receiving text (SMS) messages may impact and limit your use of our Service. Please be aware that your cellular carrier may charge fees in connection with your use of our Service. You are responsible for any mobile charges that you may incur in connection with using our Service, including data charges. If you are not sure what those charges may be, you should ask your carrier before using our Service. We are not responsible or liable for any fees, costs, or overage charges associated with any data charges or data plan.

9. Subscriptions

Some parts of our Service are billed on a subscription basis (“Subscription”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) for a Subscription. Billing cycles are set either on a monthly or annual basis, depending on the type of plan you select when purchasing a Subscription. If you activate or update recurring payments through our Service, you authorize us or our third-party service providers to periodically charge, until cancellation, all accrued sums for the Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless it is cancelled. You may cancel your Subscription either through your online account management page or by contacting us at hi@highnote.fm.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice that must be processed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Otherwise, your Subscription will be cancelled.

If you have any questions about your Subscription, please check out our Subscription FAQ and Policies.

10. Fee Changes

We may modify Subscription fees, with changes effective at the end of the current Billing Cycle. You will receive advance notice of any fee changes, allowing you to cancel your Subscription before the new rates apply. By continuing to use our Service after the fee change takes effect, you agree to the adjusted Subscription fee.

11. Free Trial

We may offer a Subscription with a free trial for a limited period of time (“Free Trial”). 

You may be required to enter your billing information to sign up for a Free Trial. If billing information is required, no charges will be made until the Free Trial ends. Unless your Subscription is canceled prior to expiration of the Free Trial, the applicable Subscription fees will be automatically charged at the end of the Free Trial.

We reserve the right to (i) modify the Free Trial offer, or (ii) cancel the Free Trial offer at any time. You can manage or cancel your Free Trial Subscription through any methods described in these Terms.

12. Purchases

If you wish to purchase any offering made available through our Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including your credit card number, the expiration date of your credit card, your billing address, and your shipping information. 

By making a Purchase, you represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) used in connection with your Purchase; and (ii) the information you supply to us is true, accurate, and complete.

Payment processing services may be provided by our third-party payment processors, including Stripe Inc. By making a Purchase, you are authorizing us to share your information with our payment processing services providers an authorizing them to process that information in accordance with their privacy policy. For more information on Stripe’s privacy practice, please see Stripe’s Privacy Policy. We reserve the right to refuse or cancel your Purchase at any time and for any reason. For any questions regarding your Purchase, you can reach out to us at hi@highnote.fm.

13. Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through our Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules. If the rules for a Promotion conflict with these Terms, the rules for the Promotion will apply.

14. Trademarks

All trademarks, service marks, logos, trade names, and any other proprietary designations used on or in connection with our Service are our trademarks or the trademarks of our licensors. You may not use, copy, imitate, or incorporate them into any materials, including any website, without our prior written consent.

Nothing in these Terms grants you any rights to use any of our trademarks, service marks, logos, trade names, or any other proprietary designations any third party. Unauthorized use of any trademarks displayed on our Service is strictly prohibited.

15. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any allegation of copyright or other intellectual property rights infringement (“Infringement”).

If you are a copyright owner, or authorized on behalf of one, and you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim to our Copyright Agent via email to dmca@highnote.fm, with the subject line “Copyright Infringement” and include a detailed description of the alleged Infringement as detailed below:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;

• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

• identification of the URL or other specific location on Service where the material that you claim is infringing is located;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

16. Feedback

You may provide us with information and feedback related to errors, suggestions, improvements, ideas, issues, complaints, or other matters concerned with our Service (“Feedback”). By providing Feedback, you agree that: (i) you will not retain or assert any intellectual property or other rights in the Feedback; (ii) we may have ideas similar to your Feedback under development; (iii) the Feedback does not contain any confidential or proprietary information from you or third parties; and (iv) we have no obligation of confidentiality regarding the Feedback. 

By submitting Feedback, you assign to us all right, title, and interest in the Feedback, and agree that we may use it freely without payment, attribution, or restrictions. If the transfer of ownership is not possible due to applicable laws, you grant us an exclusive, transferable, irrevocable, free-of-charge, sublicensable, unlimited, and perpetual right to use, modify, create derivative works, publish, distribute, and commercialize the Feedback in any manner and for any purpose.

17. Links To Other Web Sites

Our Service may include links to third-party websites or services not owned or controlled by us. We do not have control over, and are not responsible for, the content, privacy policies, or practices of any third-party websites or services, and we do not endorse their offerings. We strongly encourage you to review the terms and privacy policies of any third-party websites or services you visit.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGE OR LOSS, DIRECTLY OR INDIRECTLY, CAUSED OR ALLEGED TO BE CAUSED BY THE USE OF OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH THESE THIRD-PARTY WEBSITES OR SERVICES.

18. Disclaimer Of Warranty 

OUR SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR SERVICE. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification 

You agree to indemnify, defend, and hold us and our officers, directors, employees, and agents harmless from any indirect, punitive, special, incidental, or consequential damages, including attorneys' fees and all related litigation or arbitration costs, whether arising from contract, negligence, or other tort actions related to or arising out of your use of our Service. This includes any claims for personal injury or property damage resulting from this Agreement and your violation of any federal, state, or local laws, statutes, rules, or regulations, even if we have been advised of the possibility of such damages.

20. Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE, ON BEHALF OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS OR MALICIOUS CODE; LOSS OF PRIVACY; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR ANY WEBSITE WITH WHICH IT IS LINKED, OR ANY OFFERING PROMOTED ON THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED $100.00 UNITED STATES DOLLARS IN THE AGGREGATE.

This Agreement gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in this Agreement may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in this Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

21. Disputes

We try to address any disputes without the need to initiate a formal legal proceeding. If you have an issue with the Service, you agree to contact us via email at hi@highnote.fm with a description of facts of the dispute (including any relevant documentation) and allowing us 30 days to respond before initiating any formal dispute resolution proceeding. If for some reason the dispute isn’t resolved satisfactorily within those 30 days, any further dispute resolution will occur according to the provisions below. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing a formal dispute resolution proceeding.

WE AGREE TO ARBITRATE DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS (“Claims”) AND WAIVE THE RIGHT TO HAVE A COURT OR JURY DECIDE DISPUTES (“Arbitration Agreement”). You may opt out of this Arbitration Agreement by providing notice to us no later than ninety (90) calendar days from the date you first access our Service. To opt out, you must send notice by email to hi@hignnote.fm with the subject line “Arbitration Opt Out”. 

CLASS ACTION WAIVER: WHETHER OR NOT YOU ARBITRATE A DISPUTE OR OPT OUT OF ARBITRATION, YOU WAIVE ALL RIGHTS TO PROCEED AS A MEMBER OR REPRESENTATIVE OF A CLASS ACTION, INCLUDING CLASS ARBITRATION, REGARDING DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS. THIS MEANS YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS. YOU MAY NOT BRING CLAIMS IN ARBITRATION OR COURT ON A CLASS, CONSOLIDATED OR REPRESENTATIVE BASIS. THE ARBITRATOR OR COURTCAN DECIDE ONLY YOUR INDIVIDUAL CLAIMS. THE COURT MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED WITHOUT OUR PRIOR WRITTEN CONSENT.

By agreeing to arbitrate, you waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to resolve by binding arbitration all Claims. Either of us may initiate an arbitration proceeding, which will be conducted by a single neutral arbitrator. If an in-person hearing is required, then it will take place in New York, New York.

Any arbitration will be initiated before JAMS, Inc. (“JAMS”) or any successor to JAMS, which is an alternative dispute resolution provider (“ADR Provider”). In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either of us can elect to have the arbitration administered by another mutually agreeable ADR Provider who will hear the case. The arbitration will be conducted under the JAMS Streamlined Arbitration Rules and Procedures (available at www.jamsadr.com) (“Arbitration Rules”). The Arbitration Rules will govern all aspects of the arbitration, except to the extent such rules are in conflict with this Arbitration Agreement.

The arbitrator will decide the rights and liabilities, if any, of each of us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and this Arbitration Agreement. The arbitrator will issue a written award and reasoned statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. Any award will be subject to judicial confirmation or entry in any court having jurisdiction.

All aspects of the arbitration proceeding, including but not limited to, the award of the arbitrator and compliance therewith, will be strictly confidential. We agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent either of us from submitting to a court of law any information necessary to enforce this Arbitration Agreement or to enforce an arbitration award.

This Arbitration Agreement is governed by the Federal Arbitration Act and federal arbitration law. Each of us shall bear our own costs and expenses, including, but not limited to, attorneys’ fees, and shall not seek to recover these costs from the other. The arbitrator(s) shall have no authority to award attorneys’ fees or costs to any party, except as may be expressly provided by applicable law.

In the event you opt out of arbitration, we agree that any dispute will be brought before a Federal or State court located solely and exclusively in New York, New York. Each of us submit to the exclusive jurisdiction and venue in these courts. EACH OF US HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM. THE COURT CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS.

22. Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

23. Contact Us

Please send your Feedback, comments, requests for technical support:

By email: hi@highnote.fm.