Terms of Service

Terms of Service for HighSys.io dated 7/01/2023

These “Terms of Service” govern the HighSys.io platform, and any access to and use of the platform either paid or unpaid, and any Services (as defined below). Customer agrees and becomes a party to these Terms of Service by clicking a consent box on a HighSys.io website indicating acceptance of these Terms of Service or consenting to an order form with HighSys.io or a HighSys.io-authorized reseller (an “Authorized Source”) that references these Terms of Service.

These Terms of Service are effective as of the date of consent by clicking a consent box online or the date of signature to a physical or digital order form (“Effective Date”) and are by and between HighSystems, Inc provider of the HighSys.io platform (“HighSys.io”) and the customer indicated in the online consent process, order form or executed copy of these Terms of Service (“Customer”). “Agreement” means these Terms of Service, including any attachments and any documents incorporated by reference herein.

1. Description of Service.

1.1 “Hosted Service” means HighSys.io’s cloud-based, application development, automation tools, and integration platform-as-service. Hosted Service includes any and all tools, documentation, functionalities, features, displays, look and feel, content, interfaces, wizards, workflow, which are provided on or through the Hosted Service.

1.2 “Professional Services” means software consulting, design, architecture, development, customization, testing, integration training, support, documentation, enhancements, and maintenance to meet the Customer business requirements typically set forth in a Statement of Work (SOW).

2. Subscription

Subject to the terms and conditions of this Agreement and the applicable Order, HighSys.io grants to Customer during the Term a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right to allow Users to remotely access and use the Hosted Service, solely for Customer’s internal business purposes (the “Hosted Service Subscription”). “User” means Customer’s or its Affiliate’s permanent or temporary employees, consultants, clients, external users, contractors or agents, to whom Customer and HighSys.io (or Authorized Source) grants access to the Hosted Service through unique Access Credentials (as defined herein). The Hosted Service Subscription is limited to the applicable subscription plan, entitlements, and tiers purchased by Customer in either the applicable signed order form or a written order that the Customer has placed with an Authorized Source and which HighSys.io has accepted in writing (an “Authorized Source Order”) (each, an “Order”). Customer understands and agrees they shall be responsible for any and all uses of the Hosted Service by any Users on behalf of Customer or any Affiliates of Customer.

3. Usage Restrictions.

Each User must use a unique login and password to access the Hosted Service (“Access Credentials”). Sharing of Access Credentials between Users is prohibited. Customer may not revoke and reassign Users on a regular or systematic basis in order to circumvent fees. Unless specified in an Order, Customer may not provide access to the Hosted Service in a manner that avoids incurring licensing or subscription fees or other charges, including access provided through a separate system, portal or other interface. No User may take actions which result in the User’s access to (including attempts to access) the Hosted Service from more than one computer at any one time. In limited circumstances, such as managing integrations or workflows, HighSys.io allows for the provision of a shared account, sometimes referred to as a service account. These accounts should be appropriately named and tied to a real email address owned by Customer. Customer is responsible for securing the password and regularly rotating it in accordance with Customer’s internal security policies and practices.

4. Unauthorized Access.

Customer will immediately notify HighSys.io if it learns of, or suspects, any unauthorized access to or use of the Hosted Service. HighSys.io reserves the right, in its sole discretion and without liability to Customer, to take any action HighSys.io deems necessary or reasonable to ensure the security of the Hosted Service and Customer’s Access Credentials, including terminating Customer’s access, requiring password changes, or requesting additional information to authorize activities related to Customer’s account. Customer is solely responsible for: (a) the security and proper use of its Access Credentials, and must take all steps necessary to ensure that Access Credentials are kept secure, confidential, used properly and not disclosed to unauthorized persons; and (b) all activities and charges incurred in connection with Access Credentials, and activity taking place under such Access Credentials, where such charges and activities were originated using Access Credentials of the Customer. HighSys.io is authorized to accept Access Credentials as conclusive evidence that the Customer, or its Users, have accessed or otherwise used the Hosted Service.

5. Intellectual Property Rights.

Except as otherwise specifically set out in an applicable SOW, High Systems shall retain exclusive ownership of all Deliverables produced by performing the Professional Services and all modifications, enhancements and upgrades thereto and all intellectual property rights therein. Upon payment in full, High Systems hereby grants to Customer a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use Deliverables solely for use as contemplated by the SOW or Customer Order Form.

Pre-Existing IP or Confidential Information. Each party will retain exclusive ownership and all intellectual property rights it possessed prior to the date of the relevant SOW or Customer Order Form in any and all pre-existing intellectual property, Confidential Information, Customer Data, or Customer Applications (as defined below) of such party, including any general knowledge, concepts, know-how, tools methodologies, techniques or other proprietary information or material of any kind, as well as all rights in any improvement or developments made thereto in performance of the Professional Services or incorporated in the Deliverables (the “Pre-Existing IP”).

Except as otherwise agreed in writing by the parties, Customer will not: (a) modify or create derivative works of either the Hosted Service or Deliverables (as defined in Section 4.1) (except in the ordinary course of creating or maintaining applications); (b) reverse engineer, decompile, disassemble, inspect, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Hosted Service or Deliverables, or the code delivered to a web-browser related to the Hosted Service; (c) sell, lease, sublicense, distribute, resell, or otherwise commercially exploit the Hosted Service or Deliverables, (d) interfere with or disrupt the integrity or performance of the Hosted Service or the data contained therein or disrupt any servers or networks connected to the Hosted Service; (e) remove, alter or obscure any proprietary notices associated with the Hosted Service or Deliverables; (f) provide false, out-of-date, or incomplete information to HighSys.io, including in connection with billing or account registration, or fail to promptly update such information; (g) use the Hosted Service or any Deliverable in any manner inconsistent with this Agreement. Customer is responsible for all actions of its Users, including any use restriction violations under this Agreement.

For avoidance of doubt, nothing in this Agreement shall be deemed to provide any license, ownership, or other rights to Customer for any of High Systems software, HighSys.io, databases, code, utilities, or other products or Services that High Systems makes commercially available, even if the products or Services are designed to work with the Deliverables.

6. Non-Solicitation.

Customer shall not: (a) during any license or SOW term and for a period of one (1) year thereafter solicit for employment any Personnel, or induce or encourage any Personnel to terminate their employment or individual contractor relationship with High Systems or an applicable Affiliate of High Systems; or (b) within one (1) year of any Personnel’s resignation or dismissal, employ or contract with any former Personnel.

7. Fees and Payments.

Customer shall pay High Systems the fees set forth in each Customer Order Form, Statement of Work, or Change Order (together “Order”) in accordance with payment terms set forth in this Agreement and the Order. HighSys.io reserves the right to change fees for the Service at any time and at its discretion provided that any change in fees includes notification to Customer HighSys.io account admin and said fee change will take effect upon renewal of the subscription.

Customer shall pay all fees in USD, unless otherwise agreed, and all fees are nonrefundable regardless of whether the Hosted Service is used. Customer shall pay all fees due to High Systems on or prior to the due date set forth in the Order. Late payments are subject to interest at 1.75% per month or the maximum rate allowed by applicable law, from the due date until paid. Customer shall pay all fees pursuant to collection efforts against Customer due to Customer’s failure to meet payment obligations under this Agreement.

8. Suspension and Cancellation.

High Systems may suspend or terminate the providing of any Services at any time, for any reason and without prior notice. You agree that HighSys.io shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. High Systems reserves the right to charge suspended accounts an administrative fee in order to bring Customer’s account out of suspension.

9. Third Party Vendors.

We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. A list of all subprocessors who handle personal data for the HighSys.io is available upon request.

10. California Consumer Privacy Act.

Under the California Consumer Privacy Act ("CCPA"), HighSys.io is a "service provider", not a "business" or "third party", with respect to your use of the Services. That means we process any data you share with us only for the purpose you signed up for and as described in these Terms, the Privacy policy, and other policies. We do not retain, use, disclose, or sell any of that information for any other commercial purposes unless we have your explicit permission. And on the flip-side, you agree to comply with your requirements under the CCPA and not use HighSys.i's Services in a way that violates the regulations.

11. Confidentiality.

Parties agree to not disclose the other party’s Confidential Information without its prior written consent. “Confidential Information” includes all non-public information provided by one party to the other, including: (a) all intellectual property; (b) pricing and fee information; (c) customer lists; (d) technical information; (e) sales materials; (f) user data; (g) product information; (h) business information; and (i) personnel information. Confidential Information will exclude all information that (a) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of Consultant, its employees, or agents, (b) was lawfully in Consultant’s possession prior to the disclosure by Client and had not been obtained by Consultant either directly or indirectly from Client, or (c) was independently developed by Consultant without use of or reference to the Confidential Information. If Confidential Information is required to be disclosed by law or legal order, the disclosure of only the required Confidential Information will not be deemed a breach of this Agreement provided that prior to disclosing such information Consultant provides Client with advance notice and an opportunity to object to such disclosure, if such notice is legally permitted.

The confidentiality obligations and non-use of Confidential Information will survive the termination or expiration of the Agreement. The customer understands and agrees that HighSys.io may retain and access or otherwise use customer account information after the termination or expiration of the Agreement.

12. Data Backup.

HighSys.io will follow the standard archival procedures for storage of Customer Data and Customer Applications. In the event of any loss or corruption of Customer Data and Customer Applications, HighSys.io will use commercially reasonable efforts to restore the lost or corrupted Customer Data and Customer Applications from the latest backups maintained by HighSys.io in accordance with its archival procedures.

13. Privacy and Data Protection.

HighSys.io will maintain commercially reasonable data security policies intended to prevent unauthorized access, use, modification, deletion, and disclosure of Customer Data. HighSys.io is not responsible for any person or entity accessing, using, modifying, deleting, or disclosing Customer Data without authorization of Customer when: (a) caused by acts or omissions of Customer (including any User); or (b) HighSys.io is in compliance with its security policies, procedures, and controls.

For avoidance of doubt, the Customer agrees and understands that all Customer Data is the responsibility of the Customer to maintain and secure.

14. Ownership.

As between the parties: (a) Customer owns all right, title and interest in its name, trademarks, service marks and logos, its Confidential Information (including Customer Data), and Customer Applications (to the extent distinct from any Service or Deliverables); and (b) High Systems owns all right, title, and interest in and to the Services, its name, trademarks, service marks and logos, its Confidential Information. Each party reserves all of its rights not expressly granted in this Agreement.

15. Representation and warranties.

General. Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement is valid, binding and enforceable in accordance with its terms; (b) the person entering into this Agreement on behalf of an entity has been duly authorized and empowered to enter into this Agreement; and (d) it will perform its obligations or exercise its rights hereunder in conformance with all Applicable Laws and Specified Laws. “Applicable Laws” means all laws and regulations which are generally applicable to the party’s business, without taking into consideration Customer’s specific industry, type of business or data. Customer agrees it is responsible for identifying with specificity and including in each applicable Ordering Document any laws and regulations which are specific to Customer’s industry, business or data (collectively, “Specified Laws”) and which Customer would like HighSys.io to comply with when providing Services under that Ordering Document.

Disclaimer of warranties. High Systems does not warrant that the software or support will be uninterrupted, error-free, or completely secure from malicious attacks by third-parties. End-user acknowledges that there are risks inherent in internet connectivity that could result in the loss of end-user privacy, confidential information and/or customer content. To the maximum extent permitted by applicable law, HighSys.io provides the software and support “as-is”, without warranty of any kind.

16. Indemnification.

You shall defend, indemnify and hold harmless HighSys.io, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) any noncompliance with export control regulations (ii) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by HighSys.io.

17. Force Majeure.

High Systems shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, blockades, embargoes, government measures, war, terrorism, epidemics and pandemics, comet or meteor strikes, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of HighSys.io or force majeure on the part of suppliers of HighSys.io.

18. Modification to Terms.

High Systems reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.