By using this website you agree to be bound these Terms of Service and Service Agreement (the “Agreement” or "Service Agreement"). Its terms and conditions are made and entered into, by and between Highrise, Inc., a Delaware Corporation (“Highrise”), and you (“You” or “Client”). The Effective Date of this Agreement is the date on which you first access www.tryhighrise.com (the “Website”). This Agreement may refer to Highrise or the Client as a “Party,” or collectively as the “Parties.”
Highrise is in the business of coaching, consulting, advising, mentoring, facilitating, public speaking and training, as well as the development and curation of learning experiences, workshops, seminars, and other engagements. Client desires to engage Highrise to perform such services (the “Services”), as specifically identified by you.
Highrise will provide the Services to Client in accordance with this Agreement. Highrise may engage sub-agents, independent contractors or other persons (“Sub-Agents”) to act on Highrise’s behalf or to otherwise perform any of Highrise’s’ obligations under this Agreement; provided that any compensation to such Sub-Agents shall be solely Highrise’s’ responsibility.
Cooperation. Client agrees (a) to cooperate with Highrise in all matters relating to the Services and provide access to Client’s premises, other facilities, and individuals within a reasonable amount of time and as may reasonably be requested by Highrise, for purposes of performing the Services; (b) respond promptly to any requests by Highrise to provide direction, information, approval, authorizations or decisions that are reasonably necessary for Highrise to perform Services in accordance with the requirements of this Agreement; and (c) provide such Client materials or information as Highrise may request to carry out the Services in a timely manner and ensure that such Client materials or information are sufficient and accurate in all material respects.
Acts or Omissions. If Highrise’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, its agents, other contractors, or employees, then Highrise will not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Nature of Relationship.
The relationship of the Parties is that of an independent contractor and shall not be deemed to create any joint venture, association, or partnership. Additionally, any personnel used, retained or hired by or on behalf Highrise shall be considered to be solely the employees, contractors, representatives or agents of Highrise and Highrise shall be responsible for the payment of any and all unemployment, social security and other payroll taxes or health benefits for such personnel, including without limitation any related assessments or contribution required by law. Highrise shall further maintain its own payroll accounts, records, and necessary reports as an employer, and shall have sole responsibility for workers’ compensation and similar responsibilities, social security and income tax withholding, and Highrise agrees to comply with all federal, state and local laws, rules and regulations pertaining thereto. Client agrees that the relationship with Highrise, as well as any of the coaching, consulting, advising, mentoring, public speaking, training and/or facilitating services provided by Highrise, is in no way to be considered or construed as psychological counseling or any type of therapy. Client also agrees that Client is entering into the relationship with the understanding that the Client is fully responsible for the Client’s own results.
Fee. Client agrees to pay Highrise the fee(s) as set forth on it’s website www.tryhighrise.com/pricing in accordance with the Services that Client selects (the “Fee”).
Invoicing. Client must pay all invoiced amounts due to Highrise upon receipt of Highrise’s invoice. Client’s chosen payment method will automatically be charged every month to pay such invoices. Client may make payment solely by credit card (Visa, Mastercard, and American Express).
Unpaid Fees and Expenses. In the event that any one of Highrise’s invoices remain unpaid for fifteen (15) days or more after becoming due, then Highrise may suspend performance for all Services and Deliverables until payment has been made in full. Furthermore, Client agrees to pay all collection costs, including reasonable attorneys’ fees and litigation costs, for collection of any unpaid fees or expenses. Client further agrees to notify Highrise in writing within ten (10) days of receiving an invoice if Client disputes any expense or fee entry on that invoice. In the absence of any such written objections within ten (10) days, Client will be deemed to have accepted and acknowledged the invoice as correct.
Procedures. If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing. Highrise will, within a reasonable time after such request, provide a written estimate to Client of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change to the Services; and (iv) any other impact the change might have on the performance of this Agreement.
Form. Promptly after receipt of the written estimate, the Parties will negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party will be bound by any Change Order unless mutually agreed upon in writing.
Notwithstanding the above two sections, Highrise may, from time to time change the Services without the prior consent of Client provided that such changes do not materially affect the nature or scope of the Services, of the Fee(s) associated with the Services
Client will be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.
Non-Disclosure. All non-public, confidential or proprietary information of the Parties, including, but not limited to, trade secrets, technology, information pertaining to business operations, strategies, and human resources, and information pertaining to employees, customers, pricing, and marketing, any data or information that is proprietary of the Parties and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the Parties, its affiliates, subsidiaries, and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, sourcing information (including preferred vendors and/or manufacturing partners, to the extent that information is nonpublic), pricing, inventions, sourcing information (including preferred vendors and/or manufacturing partners, to the extent that information is nonpublic), pricing, inventions, intellectual property, and patents; and (v) any other information that should reasonably be recognized as confidential information of the Parties (collectively, “Confidential Information”), disclosed to either Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by either Party without the prior written consent of the other Party. Confidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. Confidential Information does not include information: (i) which has been voluntarily disclosed to the public or by another person with relevant Party’s consent without breach of this Agreement; (ii) which has been independently developed without Confidential Information and disclosed by others; or (iii) which has otherwise entered the public domain through lawful means.
Use Restrictions. Highrise and Client agree to use the Confidential Information only to make use of the Services. Client is free to disclose the nature of relationship with Highrise to other parties at any time.
Remedies. Highrise and Client will be entitled to injunctive relief for any violation of this Section and its reasonable attorneys’ fees and expenses in obtaining such relief.
Representations and Warranties.
Highrise hereby represents and warrants to Client that it, and any Sub-Agents it engages, will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.
Highrise shall not be liable for a breach of the warranty set forth above unless Client gives written notice of the defective Services, reasonably described, to Highrise within ten (10) days of the time when Client discovers or ought to have discovered that the Services were defective.
Subject to the above Highrise shall, in its sole discretion, re-perform such defective part of the Services; or (ii) credit or refund the price of the defective part of the Services at the pro rata contract rate. Except as Party’s Indemnity obligations provided in the section below, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDIES AND HIGHRISE’s ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT.
Disclaimer of Warranties.
Except for the Warranty set forth in above, Highrise makes no warranty whatsoever with respect to the Services.
Limitation of Liability.
HIGHRISE SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD-PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR THIRD-PARTY DAMAGES OR CLAIMS, INCLUDING LOST PROFITS, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HIGHRISE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HIGHRISE PURSUANT TO THIS AGREEMENT.
Term and Termination.
This Agreement will commence on the Effective Date identified in the Service Confirmation and in addition to any other remedies that may be available under this Agreement, either Party may terminate this Agreement at any time with immediate effect upon written notice to the other Party for any reason or cause. Additionally, Highrisemay terminate this Agreement if Client (a) fails to pay any amount when due under this Agreement; or (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part. Otherwise, this Agreement will terminate on Highrise sending of a final invoice for services rendered. Any payments received by Highrise will be deemed non-refundable and, in the instance that Client terminates the Agreement, the Fee, if not already paid, shall remain due minus any payments received, plus any remaining expenses.
Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and each of the other Party’s officers, directors, employees, agents, affiliates, successors and permitted assigns (each an “Indemnitee”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnitee (collectively, “Losses”), relating to any claim of a third party arising out of or occurring in connection with Indemnifying Party’s negligence, willful misconduct, or breach of this Agreement.
Entire Agreement. This Agreement and the Service Confirmation constitute the sole agreement of the Parties with respect to its subject matter. They supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral and prevail over any of Client’s general terms and conditions of service, regardless of whether or when Client has submitted such terms. In the event of any conflict between this Agreement and the Services, this Agreement shall govern, unless the Services expressly states that the terms and conditions of the Services will control. This Agreement may not be modified except in a writing signed by the Parties.
No Guarantee. The Client agrees that Highrise makes no guarantees regarding any specific results or improvements with regards to any services provided.
Waiver. No waiver by Flying Highrise of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Flying Laboratories. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of either Party including, without limitation, acts of God, flood, fire, snowstorm, earthquake, explosion, governmental actions, civil unrest, national emergency, or restraints.
Successors; Assignment. This Agreement binds and inures to the benefit of the Parties and their respective heirs, personal representatives, and successors. This Agreement or any rights or obligations under this Agreement shall not be assigned without the other Party’s prior written consent, except in the case of a merger, acquisition or sale of all or substantially all of the assets of the party, subject to the successor entity expressly assuming the obligation of the assigning party.
Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Payment Terms, Confidentiality, Governing Law, Submission to Jurisdiction and Survival.
Including. Unless the context requires otherwise, the term “including” means “including but not limited to.”
Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of it remains fully enforceable.
Notices. All notices and other communications required or permitted under this Agreement must be in writing and must be sent to the Party at that Party’s address set forth below and or at whatever other address the Party specifies in writing: To Highrise: 1 Northside Piers, Apartment 19A, Brooklyn NY 11249; and to Client’s email address as designated by Client at time of registering for the Services. All notices shall be delivered by personal delivery, e-mail (if such e-mail is identified in this Agreement) or by certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt of the receiving Party, and (b) if the party giving the notice has complied with the requirements of this Section.
Governing Law; Submission to Jurisdiction. New York law applies to this Agreement without regard to any choice-of-law rules that might direct the application of the laws of any other jurisdiction. ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE BROUGHT IN THE COURTS OF NEW YORK COUNTY, NEW YORK OR THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS.
Counterparts. This Agreement may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument.
Acknowledgement. The Parties agree and acknowledge that they have read this Agreement and that they have executed this Agreement voluntarily and knowingly.
Additional Terms governing the use of www.tryhighrise.com (the “Website” or “Site”).
Eligibility. The Site and services it describes are available only to individuals who are at least 18 years old, unless we specify otherwise. No one under this age may access or use the Site or provide any personal information through the Site. The Site is only intended for use in the United States.
Intellectual Property. Highrise and its licensors own all intellectual property rights in the Website. The Website is protected by copyright, trademark, patent and other United States and foreign laws. These Terms of Service don't grant you any right, title or interest in the Website, Highrise trademarks, logos and other brand features, or any Highrise patents. You will not use our copyrights or Trademarks or any confusingly similar marks, except as permitted by law or with our prior written permission. Subject to these Website terms, we grant each user of the Website a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) the Website content solely for viewing, browsing and using the functionality of the Website. All Site content is for general informational purposes only.
Copyright Protection. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that anything on the Website infringes on a copyright that you own or control you may file a notification of such infringement by emailing email@example.com.
Feedback and other Submissions. We're always working to improve our users' experience, and we appreciate hearing about your experience using our website or services. However, Highrise does not accept or consider unsolicited ideas, including ideas for new or improved products or technologies, product enhancements, or materials. If you submit feedback or suggestions about our Site or services, regardless of what your submission may say, your feedback or suggestions are non-confidential and unsolicited, and we may use them without restriction or obligation to you. This means that your submissions and their contents will automatically become the property of Highrise without any compensation to you, and Highrise may use or redistribute the submissions and their contents for any purpose and in any way.
Disclaimer. The Site is provided on an "as is" basis without warranties of any kind, either express or implied. To the extent permitted by law, we and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, “ Highrise”) disclaim all warranties, express or implied, with respect to the Site, content or services (including third party services) on or accessible through the Site, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, or arising from course of dealing, course of performance or usage in trade. Highrise does not represent or warrant that materials in the Site are accurate, complete, reliable, current or error-free. Highrise does not represent or warrant that the sites or its servers are free of viruses or other harmful components.
Limitation of liability. In no event shall the Highrise be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Site for (a) any special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever (however arising) or (b) damages in excess of (in the aggregate) US$200.
Miscellaneous. These Website terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. These Website terms constitute the entire agreement between us regarding the Site and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Website terms is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Website Terms shall otherwise remain in full force and effect and enforceable. In order for any waiver of compliance with these Website terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Website terms at any time for any period will not be construed as a waiver of such rights.
Contact. If you have any questions, complaints, or claims with respect to the Site, you can contact us at firstname.lastname@example.org.