Contract High Terms of Use:

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1. Introduction

2. Description of Services

3. Content

4. Consent to Receive Emails

5. Your Account

6. Pricing Terms

7. Proprietary Rights

8. License from Contract High and Limitations on Use

9. Third-Party Content & Services

10. Modification and Termination of Services

11. Changes to the Terms

12. Privacy Policies

13. Disclaimer of Warranty

14. Limitation of Liability

15. Release and Indemnity

16. Arbitration

17. Miscellaneous

18. Intellectual Property Rights; License Grant

19. Copyright and DMCA

20. Contact Us

21. Feedback

 

 

Last Updated: August 18, 2022

 

1. Introduction

 

Welcome to Contract High! Your use of our services, including the services Contract High makes available through this website and all related web sites, mobile sites, data files, communications and applications which link to these terms of service (the “Site”) and to all software or services offered by Contract High in connection with any of those, including the contract generation services and any other software or services offered by Contract High in connection with any of the above (the “Services”) is governed by these terms of use (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Contract High” refer to Issho, Inc., the provider and operator of the Services.

 

By using our Services, you are agreeing to these Terms. If you register for or use the Services on behalf of an organization, you agree to these Terms on behalf of that organization and represent that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.

 

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Contract High or any of its affiliates regarding future functionality or features.

 

IF YOU SUBSCRIBE TO ANY SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE SERVICES WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT CONTRACT HIGH’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF AUTO-RENEWAL IN ACCORDANCE WITH SECTION 6 BELOW.

 

YOU REPRESENT AND WARRANT THAT:

 

BY USING OR REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT,

 

YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS, AND

 

YOU ARE NOT BARRED FROM USING THE SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE SERVICES.

 

‍ARBITRATION NOTICE: PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.  

 

BY USING, REGISTERING FOR, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, REGISTER FOR, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

 

CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

 

2. Description of Services

 

(a) Contract Generation Services: As part of our Services, we may provide you with online self-help tools and materials to facilitate the drafting of various contracts, along with the storage of your own legal documents and related information in connection therewith (“Contract Generation Services”).

 

      

 

  Our Contract Generation Services may provide information, guidance, and/ or pre-populated choice. You acknowledge and agree that our Contract Generation Services merely provide information, and do not include any analysis or advice whether any such information is applicable or advisable for your particular situation.  You are solely responsible for any decisions or choices you make.  You acknowledge and agree that Contract High has no responsibility or liability for your contracts and you will indemnify, defend and hold harmless Contract High, its officers, directors, employees and contractors from any against any damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Contract High, its officers, directors, employees and contractors in connection with any contracts generated by its Contract Generation Services, including your acts and omissions related thereto. Contract High does not offer full or prorated refunds for canceled annual membership for its Contract Generation Services. Such memberships are purchased and renewed on an annual basis and must be canceled prior to the renewal date to avoid recurring annual charges.

 

 

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‍(b) Document Materials: As part of the Services, you may receive access to guides, information and documentation related to starting and running a business. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not legal or financial advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal or financial advice or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal or financial advice nor the practice of law or financial services, and that the Document Materials are not customized to your particular needs.

 

‍‍(c) Affiliate Providers: You acknowledge and agree that any or all of the Services listed in this Agreement may be provided to you by third party Affiliate Providers (“Affiliate Providers”). In such instances, you agree that you will be required to accept and comply with the terms of service of such Affiliate Provider. For more information regarding our Affiliate Providers, please see here. You explicitly authorize Contract High and/or its Affiliate Providers to fill, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Services. You are not required or obliged to work with any of our Affiliate Providers, and none of our Affiliate Providers are required or obliged to work with any particular user. In the event you elect to work with one of our Affiliate Providers, you acknowledge and agree that you are solely responsible for determining whether such Affiliate Provider is appropriate for your business and holds the qualifications, training and skills necessary for your business. We may, upon your written request, attempt to introduce you to additional Affiliate Providers, however, we do not guarantee the availability or willingness of any Affiliate Provider to assist you. You agree to take full responsibility for providing Contract High and/or its Affiliate Providers with all necessary information to complete such Forms, and to communicate and cooperate with Contract High and its Affiliate Providers in all regards and in a timely manner with regards to the completion and filing of the Forms, as well as any other processes required by Contract High or its Affiliate Providers to provide you with the Services.

 Contract High is merely a facilitator of introductions between you and any Affiliate Providers.  Contract High is not responsible for any advice or information provided by any Affiliate Provider.  Contract High does not control any Affiliate Providers and is not responsible for the timeliness or responsiveness of any Affiliate Provider.

 

‍(d) NOT LEGAL ADVICE/ NO ATTORNEY-CLIENT RELATIONSHIP: You acknowledge, understand, and agree that: (i) Contract High is not a law firm and as such provides no legal advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and do not constitute legal advice, and (iv) none of the Services is intended to create an attorney-client relationship, and if you communicate with Contract High then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney. If you require financial advice, you should consult with a financial advisor. You are and will be representing yourself in any matter you undertake using the Services.

 

‍(e) Registered Agents: By designating Contract High and/or its Affiliate Provider to act as your Registered Agent (the “Registered Agent Service”), you authorize Contract High and/or its Affiliate Provider to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation on your behalf. You further authorize your Registered Agent to scan, upload and transmit any such communications received on your behalf to your email address and into your account. When appropriate, Contract High and/or its Affiliate Provider may also forward physical mail received on your behalf to the business address we have on record. It is your responsibility to keep your business address and contact information up to date. Any communications received by your Registered Agent will be directed towards the business address and business owner we have on file. Registered Agent Service will automatically renew for successive 1 year terms at the end of each subscription period so long as your Contract High membership is renewed. If your Contract High  membership is expired, Contract High will exercise commercially reasonable efforts to provide you with at least 30 days’ written notice (the “Notice Period”) of the expiration. If you do not renew your membership within the Notice Period, Contract High may immediately withdraw as your Registered Agent. We reserve the right to increase all service fees at any time without notification to you. We will, however, notify you of any increase in service fees prior to renewing your service. You may cancel the Registered Agent Service at any time by contacting us during our normal business hours. In addition to canceling the Registered Agent Service, to comply with your state’s regulations, you will also need to submit appropriate change of agent paperwork with the applicable state agencies. By canceling the Registered Agent Service, you acknowledge and understand that the registered agent Affiliate Provider will take necessary steps to resign as your registered agent. Upon resignation, Contract High and any of its affiliates, directors, agents, employees, or other Contract High Affiliate Providers will cease to act as your Registered Agent and stop all Registered Agent related services. Any fees associated with completing such a change of agent are your sole responsibility. Specific information regarding the change of registered agent process and any related government fee information can be found on your state’s website. Contract High does not offer full or prorated refunds for canceled Registered Agents services. Such services are purchased and renewed on an annual basis and must be canceled prior to the renewal date to avoid recurring annual charges. In the event that your business entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify Contract High of this dissolution so that we may cancel the Registered Agent Services that are no longer needed. You agree to bear any risk and under no circumstances will Contract High be liable or responsible for any damage or inconvenience caused or alleged to be caused by such termination.

 

(f) Third Party Tools. We may make available certain third party tools from time to time to assist you with running various aspects of your business.  We may update, replace and/or discontinue some, or all, of these tools at any time, without notice.  The use of third party tools may be subject to additional terms and conditions, which will be made available to you, and you are solely responsible for reading and understanding such terms and conditions prior to any use of applicable tools.  You are solely responsible for your acts and omissions with regards to such third party tools, and agree to indemnify, defend and hold harmless Contract High, its officers, directors, employees and contractors from and against any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Contract High, its officers, directors, employees, and contractors, in connection with any action, claim or suit arising from your use of any third party tools.  Contract High makes no representations or warranties with respect to any third party tools, including warranties of accuracy, timeliness or completeness.

 

(g) Your Responsibilities: You are solely and exclusively responsible for (i) managing your business, (ii) keeping your address, contact, and other business information updated with your bank, Affiliate Providers, and government authorities, (iii) communicating with your bank, Affiliate Providers, and government authorities, (iv) observing filing deadlines and filing requirements, (v) paying any applicable fees and taxes, (vi) verifying the availability and appropriateness of the desired business name, (vii) dissolving your business, if desired, (viii) entering information accurately, and (ix) complying with the law. Failure to do any of the foregoing may result in delays in the Services or termination of your account.

 

The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. Contract High does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on Contract High. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using Contract High’s electronic signature service and technology.

 

3. Content

 

A variety of information, messages, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Contract High or its suppliers (“Contract Higho-Supplied Content”). While Contract High strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Contract High cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Contract High-Supplied Content. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION THAT CONSTITUTE PART OF THE CONTENT EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, AFFILIATE PROVIDERS, ARE THOSE OF THE AUTHORS OR DISTRIBUTORS AND NOT OF CONTRACT HIGH OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. CONTRACT HIGH NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, SUBMISSION, POSTING, OR STATEMENT MADE THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL CONTRACT HIGH, OR ITS AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.

 

You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

 

You agree that you are solely responsible for and that Contract High has no responsibility to you or to any third party for any User Content, and for the consequences of your actions (including any loss or damage which Contract High may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are responsible for the actions of anyone else you permit to use your account and for any User Content that such individuals might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Contract High does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Contract High be liable in any way for any such Content.

 

Contract High may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Contract High may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Contract High may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Contract High has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

 

Contract High reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Contract High. In the event that you elect not to comply with a request from Contract High to take down certain Content, Contract High reserves the right to directly take down such Content.

 

By submitting, posting or otherwise uploading User Content on or through the Services you give Contract High a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, and non-exclusive license to file, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Contract High to provide you with the Services, and for the limited purposes stated in our Privacy Policy.

 

Any tax advice included any communication may not contain a full description of all relevant facts or a complete analysis of all relevant tax issues or authorities. Such communication may not be used for the purposes of avoiding tax and/or penalties. Such communication is solely for the intended your (recipient's) benefit and may not be relied upon by any other person or entity.

 

Any communication (including messages and any attachments) may contain confidential information intended for a specific individual and purpose, and is protected by law. If you are not the intended recipient, you should delete such message and any disclosure, copying, or distribution of this message, or the taking of any action based on it, by you is strictly prohibited.

 

4. Consent to Receive Emails

 

By creating an account, you agree that you may receive communications from Contract High, such as newsletters, special offers, and account reminders and updates. You also understand that you can remove yourself from promotional communications by clicking the "Unsubscribe" link in the footer of the actual email. You cannot opt out of essential communications regarding your account, such as renewal notices.

 

5. Your Account

 

In the course of registering for and using the Services, you may be required to provide Contract High with certain information, including your name, contact information, , business information, username and password (“Credentials”). Contract Higho handles such information with care and security. Nonetheless, you, not Contract High, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify Contract High promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Contract High of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Contract High immediately.

 

 

6. Pricing Terms

 

(a) Generally. We provide the Services to you at the rates and for the fees (“Fees”) described in our Pricing Terms, which will be communicated to you in the course of your registration for and/or use of the Services, and are incorporated into this Agreement. These may include one-time Fees for entity formation and related filing services and costs; and may include ongoing fees for maintaining your business status or for providing the Services.  Generally, we charge our Fees up front prior to the performance of any Services, and charge for any expenses in arrears. Unless otherwise stated, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. In the event you fail to make any payment, Contract High will provide you with seven (7) days to cure such failure, otherwise Contract High may terminate these Terms with or without notice. Contract High may charge the payment method (e.g., credit card, debit card, or PayPal) you provided to Contract High (or to its Affiliate Provider) in connection with such ongoing fees. If Contract High collects fees for services provided by Affiliate Providers, Contract High’s sole role is to collect and remit fees to these Affiliate Providers. Contract High may also facilitate direct payments to Affiliate Providers, cities, states and other governmental agencies. If Contract High facilitates direct payment to Affiliate Providers, cities, states or other governmental agencies, Contract High takes no role or responsibility in the collection or remittance of fees. Contract High does not take on any obligation with respect to the delivery of the relevant services provided by Affiliate Providers. To the extent the Fees you provide Contract High include amounts associated with the filing fees for Forms, you authorize Contract High to pay such filing fees on your behalf. For the sake of clarity, Contract High does not remit income or payroll taxes, or hold money on behalf of the client.

 

(b) Subscription Fees; Automatic Renewal. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”).  Except as set forth in these Terms, all fees for the Services are non-refundable.  Your subscription will continue indefinitely until terminated in accordance with these Terms.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at Contract High’s then-current price for such subscription.  You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days’ prior to the Renewal Commencement Date. If you cancel your subscription in accordance with this Section, your subscription will terminate at the end of the month for which Service Subscription Fees have been paid.

 

(c) Discounts and Other Promotions.  Any discount or other promotion must be used within the specified time of the trial.  At the end of the trial period, your discount or other promotion will expire and no further discounts or promotional benefits will be provided.

 

(d) Taxes.  The payments required under this Section do not include any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

 

(e) Referral Programs.  Contract High may, from time to time, offer certain referral incentive programs.  Any such programs will be subject to the additional terms that accompany such program.  Unless otherwise stated in the applicable referral program terms, all amounts owed by Contract High to users will be provided in the form of a credit that may only be applied to the Services, and will not be transferrable.

 

7. Proprietary Rights

 

You acknowledge and agree that Contract High (or Contract High’s licensors) own all legal right, title and interest in and to the Services, Document Materials, and Contract High-Supplied Content and that the Services, Document Materials, and Contract High-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

 

Except as provided in Section 3, Contract High acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Contract High, you agree that you are responsible for protecting and enforcing those rights and that Contract High has no obligation to do so on your behalf.

 

8. License from Contract High and Limitations on Use

 

You can only use our Services if doing so complies with the laws of your jurisdiction(s). The availability of our Services in your jurisdiction(s) is not an invitation or authorization by Contract High to access or use our website or Services in a manner that violates your local laws and regulations. By using our Services, you accept sole responsibility to ensure that you or anyone else who accesses your account to use our Services does not violate any applicable laws in your jurisdiction(s). To enforce this provision, Contract High reserves the right to refuse membership, or suspend or terminate your account immediately and without prior notice at our sole discretion.

 

Contract High gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your internal business use, in the manner permitted by these Terms.

 

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Contract High, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

 

You may not share, redistribute, or sell Document Materials without Contract High’s express written consent.

 

You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

 

You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

 

You may not access the Services for the purpose of bringing an intellectual property infringement claim against Contract High or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.

 

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Contract High, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 18, as the Services are not intended for use by individuals under 18.

 

9. Third-Party Content & Services

 

The Services may include references or hyperlinks to other web sites or content or resources or email content. Contract High has no control over any websites or resources which are provided by companies or persons other than Contract High.

 

You acknowledge and agree that Contract High is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.

 

You acknowledge and agree that Contract High is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

 

The Services may also incorporate certain third party software and services (“Third Party Services”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Services. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Services.

 

 

10. Modification and Termination of Services

 

You acknowledge and agree that the form and nature of the Services which Contract High provides may change from time to time without prior notice to you, subject to the terms in these Terms and our Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

 

You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

You agree that Contract High, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Contract High will not be liable to you or any third party for such termination.

 

You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.

Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Following cancellation of your account, you will have a reasonable period of time to download all data and information you have saved with our Services, and to transition/close any accounts with any Affiliate Providers and/or tools you may have created via the Services. You are solely responsible for any and all matters related to your business following termination of your Account, including the preparation and filing of your personal and business tax returns, unless Contract High otherwise agrees in writing.  Contract High will not have any further liability or any obligations with respect to your business or any Affiliate Providers you may have engaged via the Services, including without limitation, corporate compliance issues, business license renewals and/or closures, EIN closures, bank accounts, tax returns and bookkeeping.

 

11. Changes to the Terms

 

These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

 

12. Privacy Policies

 

These Services are provided in accordance with our Privacy Policy, which can be found here. You agree to the use of your User Content and personal information in accordance with these Terms and Contract High’s Privacy Policy.

 

Notwithstanding anything to the contrary, you agree to permit Contract High to identify your business as a customer and to use your name and/or logo in Contract High’s website and marketing materials.

 

13. Disclaimer of Warranty

 

(a) Generally. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

 

Contract High, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Contract High, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

 

(b)  Affiliate Providers.  Contract High SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY AFFILIATE PROVIDER INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY.

 

(c) Your Actions.  Contract High SHALL HAVE NO RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOU, AND FOR ANY RELIANCE THEREON.  YOU ARE ALSO RESPONSIBLE FOR ANY ACTS OR OMISSIONS TAKEN WITH RESPECT TO ANY INFORMATION OR ADVICE PROVIDED BY OR ON BEHALF OF Contract High.

 

(d) Limited Exclusions. NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT Contract High’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

 

14. Limitation of Liability

 

SUBJECT TO SECTION 13 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Contract High, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

THE LIMITATIONS ON Contract High’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT Contract High HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

 

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Contract High’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

 

THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

15. Release and Indemnity

 

By using our Service, you, on behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release, forever discharge, and hold Contract High, its partners (including any third-party companies engaged by Contract High to fulfill business formation, registered agent or other business filing orders), harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Services. You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

 

You agree to indemnify and hold Contract High, its partners (including any third-party companies engaged by Contract High to fulfill business formation, registered agent or other business filing orders), harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to your use of the Service, your violation of these Terms or your violation of any rights of another.

 

16. Arbitration

 

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Contract High and limits the manner in which you can seek relief from us.

‍

(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site or Services,  or to any aspect of your relationship with Contract High, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Contract High may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

 

(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 660 4th St. #136, San Francisco, CA.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

(c) Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Contract High.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.

 

(d) Waiver of Jury Trial.  YOU AND Contract High HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Contract High are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(a) above.    

 

(e) Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Santa Clara County, California.  All other claims shall be arbitrated.

 

(f) Severability. Except as provided in subsection 16(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

 

(g) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Contract High.

 

 

17. Miscellaneous

 

These Terms, together with our Privacy Policy, Pricing Terms, and any other terms or policies incorporated into these Terms, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Contract High to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Contract High must be in writing and shall only apply to the specific instance identified in such writing. You acknowledge and agree that Contract High shall not be responsible or liable for any delays, damages, losses or other liabilities arising from any cause or circumstance outside of Contract High reasonable control, including any act of God or other force majeure event. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Contract High does not sell, nor does it offer to sell, any securities. No information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell. Contract High is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Contract High recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United State securities laws, and it is your responsibility to verify such. A general solicitation or advertising may result in the loss of an applicable securities law exemption. All materials on this Site are strictly for informational purposes only. Contract High has not investigated, and is not responsible for, the accuracy or completeness of any information or User Content provided through the Services.

 

Contract High content without prior express written consent from Contract High.

 

18. Intellectual Property Rights; License Grant

 

Contract High retains all right, title and interest in and to its products and Services, including, without limitation, software, images, text, graphics, illustrations, logos, service marks, copyrights, photographs, videos, music, articles, document templates and all related intellectual property rights. Except as otherwise provided in the Terms, you may not, and may not permit others to:

 

reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our products and Services (other than documents you create through your membership, which you may use for your own personal use);

 

sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt or edit any of our products and Services; or

 

circumvent or disable any security or technological features of our products and Services.

 

The design, text, graphics and selection and arrangement of our Services and the legal forms, documents, guidance and all other content found on our Service ("Service Content") are copyright © Issho, Incorporated. All rights reserved.

 

Contract High product or Service names, logos or slogans displayed on our Service are trademarks of Issho Incorporated. You may not copy, imitate or use them, in whole or in part, without our prior written consent. In addition, the look and feel of Contract High is the service mark, trademark and/or trade dress of Issho, Incorporated and you may not copy, imitate or use it, in whole or in part, without our prior written consent. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms or the Services should be understood as granting any license or right to use any of Contract High's or any third party’s trademarks displayed on our Services. All goodwill generated from the use of Contract High's trademarks is reserved for the use of Contract High, exclusively.

 

Subject to your compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Services as we intend for them to be used. As a registered Contract High user, you are the owner of and are fully authorized to keep, for your own personal records, electronic or physical copies of documents you have created on Contract High.

 

When you transmit public-facing user content on Contract High, you hereby grant Contract High and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any such content, including throughout the world in any media. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation or compensation to you. You acknowledge and agree that Contract High is authorized to collect and use aggregated or anonymized information from or about you and other users and user-created documents for the purposes of researching, developing, improving and marketing its Services. 

 

Resale or unauthorized copying, use, storage, display or distribution of forms, articles, documents or other materials copied or downloaded from our Service is strictly prohibited. Use of these materials is for your personal or business use. Any resale or redistribution of our materials requires the express written consent of Contract High. Any rights not expressly granted in these Terms are reserved by Contract High.

 

19. Copyright and DMCA

 

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 any material on our Service infringes upon any copyright which you own or control, you may file a DMCA Notice of Alleged Infringement with Contract High's Designated Copyright Agent:

 

Issho Incorporated Attn: Legal Department 700 El Camino Real #1023 Menlo Park, CA 94025 Email: team@getcontracthigh.com

 

20. Contact Us

 

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at team@getcontracthigh.com.

 

When submitting a complaint, please provide a brief description of nature of your complaint and the specific services to which your complaint relates.

 

21. Feedback

 

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. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Contract High under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.