Terms & Conditions
SATPAQ USER TERMS AND CONDITIONS OF USE
NOTICE TO USER: USE OF YOUR SATPAQ HARDWARE (“SATPAQ”), SPACELINQ APPLICATION, AND ANY ASSOCIATED HARDWARE AND SOFTWARE (“SATPAQ PRODUCT”) IS SUBJECT TO THESE TERMS AND CONDITIONS OF USE, AND SUCH USE CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. THESE TERMS REQUIRE THE USE OF NON-BINDING MEDIATION AND LITIGATION WITHOUT A JURY TRIAL ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THIS AGREEMENT IS FULLY ENFORCEABLE LIKE ANY AGREEMENT BEARING A PEN AND INK SIGNATURE. IF YOU DO NOT AGREE, DO NOT USE THE SATPAQ PRODUCT.
1. You understand and agree that:
1.1 Agreement. This agreement (“Agreement”) between you and Higher Ground LLC (“HG”) sets forth terms and conditions that apply to the service plan(s) to which you subscribed (“Service Plan”). The term of the Agreement starts when you first activate your SATPAQ Service. As used in this Agreement, “you” means each of the following: the user of the SATPAQ, the owner of the SATPAQ, the person subscribing to the Service Plan, and any person on whose behalf or for whose benefit the SATPAQ is used or owned, or the Service Plan has been subscribed, unless the context otherwise requires.
1.2 Changes. The terms of this Agreement and of the Service Plans are subject to change at the discretion of HG. HG will post notice of any such changes on our website. If HG makes changes that are not acceptable to you, you may terminate the Agreement by giving written notice of cancellation within thirty (30) days after the date the unacceptable change was posted. If you do not give written notice within thirty (30) days, you accept the change, effective on the date of its posting.
1.3 Coverage. Your SATPAQ has been licensed by the FCC for operation within the continental United States of America, Alaska, Hawaii, Puerto Rico and U.S. Virgin Islands and can be operated anywhere there is coverage in these locations (subject to any applicable restrictions due to local laws, licensing requirements and regulations) or in international waters.
1.4 Limitations. Services may become limited or temporarily unavailable without notice from time to time. HG does not own or control the service providers that operate the links between the satellite ground stations, including satellite antennas and supporting equipment, and the satellites, nor does HG own or control the Intelsat Satellite Constellation (collectively, “Satellite Systems”), and cannot be responsible for any Service interruptions or failures that are associated with those Satellite Systems or ground stations and the interconnecting networks. Additionally, HG does not own or control the cell phone and email service providers or device manufacturers who receive, relay, transmit or otherwise enable the email and SMS messages generated from SATPAQ Products or sent to SATPAQ Products, and is not responsible for any delays or failures by the email and cell phone providers or device manufacturers related to these messages. HG also does not own or control GEOS or any other emergency or other third-party service provider that provides any services necessary or complementary to the Services, and HG is not responsible for any delays or failures by such providers related to any of the Services. Satellite service is wireless and requires a clear line of sight toward the satellite; therefore, the Services are inherently subject to transmission and reception limitations caused by: (1) your location, including conditions that obstruct the line of sight between you and the Satellite Systems; (2) the condition of the Satellite Systems and ground stations; (3) the condition of your SATPAQ Product; and (4) weather conditions, atmospheric conditions, magnetic interference, environmental, and other conditions beyond HG’s or the Satellite Systems’ control.
2. SERVICES. You must have an active user account with HG and maintain Message Credits to use your SATPAQ Product, including Text Messaging, SOS Emergency Monitoring, Dr. Dex, Weather, Share my Activity and any other services that may be offered by HG in connection with the SATPAQ Product. Collectively, all of the services presented in this Section 2 are referred to throughout this Agreement as “Services”.
2.1 SATPAQ Service Costs. The costs of using Services (“SATPAQ Fees”) are detailed on our website under SatPaq Fees & Billing . You agree to be responsible for any and all charges incurred by the use of Services and to make timely payment. To minimize the chance for any interruption of Services as the result of exhausting Message Credits, HG recommends that users enable the auto refill feature, which requires a valid, billable credit card on file, and which will initiate a payment transaction as needed to maintain your Message Credit balance. HG will exercise commercially reasonable attempts to bill your credit card on file, but makes no representation as to the success of the payment transaction, and in no event shall HG have any liability whatsoever for a failed payment transaction regardless of cause.
2.2 SOS. You may use your SATPAQ for emergency purposes within the continental United States of America, Alaska, Hawaii, Puerto Rico and U.S. Virgin Islands, and in international waters. HG has contracted with a third-party provider, GEOS Worldwide d/b/a GEOS (“GEOS“) to provide emergency tracking and monitoring services utilizing their GEOS International Emergency Response Coordination Center(s) (“IERCC“). HG transmits signals sent by means of your use of the SOS button feature (“Emergency Signals”) and/or telephone calls received from the service, along with applicable information that you provide in connection with setting up and maintaining your user account or registering your SATPAQ Product (“Registration Data”) and available location coordinates, to the IERCC. GEOS has described its emergency response service through the IERCC substantially as follows:
The IERCC maintains a database of emergency responders in regions throughout the world (the “IERCC Database“), and provides Emergency Signal monitoring 24 hours a day, 7 days a week and 365 days a year. Upon receipt of an Emergency Signal, the IERCC protocol is for IERCC personnel to: i) contact as available the primary and secondary contacts identified by you in your Registration Data to attempt to validate the Emergency Signal; ii) use the IERCC Database to identify appropriate emergency responder(s) according to available location coordinates; iii) contact the appropriate emergency responder(s) and inform them of the relevant facts in GEOS’ possession (including available Registration Data information and/or location coordinates); and, iv) provide updates of location coordinates as available to the identified emergency responder. GEOS intends that the IERCC will be available at all times in all locations where the Service works; however, it is possible that at some times and some locations, the IERCC will not receive your Emergency Signal or other transmission or that your transmission will be delayed.
In addition, the following terms and conditions apply to your use of the SATPAQ for emergency purposes:
You are solely responsible for any charges that may be assessed by emergency responders for either, false Emergency Signals and/or in relation to search and rescue activities resulting from your transmission, or any other user’s transmission from your SATPAQ, of an Emergency Signal. In addition, GEOS reserves the right to assess a fee in the case of deliberate or negligent misuse of the Emergency Services.
The foregoing procedures and emergency response activities of GEOS and the IERCC are substantially provided by GEOS, are meant as a summary and are entirely qualified by reference to any information or updates furnished by GEOS regarding the IERCC or its response to emergencies. HG does not direct or own or control GEOS, the IERCC, their respective personnel, or their policies, procedures or actions, and HG has no responsibility whatsoever for, and you release HG from all liability for, any obligations, acts or omissions in response to any Emergency Signal and any delay or failure of GEOS or the IERCC to take any action related to any of the foregoing. HG reserves the right to assess you a fee in the case of deliberate or negligent misuse of the Emergency Services, including any fee that GEOS may assess to HG for the same.
2.3 Dr. Dex. The Dr. Dex application does not provide medical advice and is for entertainment, informational, and educational purposes only. It is not a substitute for professional medical advice, treatment or diagnosis and should not be used for medical decision-making. Higher Ground does not maintain or verify any information provided by the Dr. Dex application. Instead, Dr. Dex is a third-party application provided by DiagnosisAI, Inc. (“DiagnosisAI”), that was created and is maintained by practicing medical doctors. Dr. Dex (being a computer program), is not itself a medical doctor, and the program does not allow you to interact in any way with medical or other emergency professionals. Call your doctor to receive actual medical advice. If you think you may have a medical emergency, please dial 911 if accessible, or use the SOS Emergency Services feature without delay.
Without limiting the foregoing, the information provided by Dr. Dex should not be considered definitive or complete. Such information is furnished by the application via programmed algorithms that respond to the SATPAQ user’s natural language questions or input, and such information cannot replace or approximate the informed questioning, information gathering, physical observations, measurement and testing, analysis, research, peer consultation, experience and judgment that enables a trained medical professional to give medical advice, diagnose medical issues or recommend treatment.
In addition, certain conditions may risk life or limb, and you should seek immediate attention for any of the following emergency conditions, which is not intended to be an exhaustive list: any medical emergency; chest pain; trouble breathing (including throat tightening); severe or uncontrolled pain; numbness or weakness on one side of the body; confusion or altered mental status or any loss of consciousness; profuse or persistent bleeding; symptoms of shock, especially in connection with any bleeding or blunt trauma; tingling, numbness or loss of sensation, or loss of movement in extremities, especially in connection with a fall or impact; symptoms of hypothermia, frostbite, heat exhaustion or heat stroke; near drowning; bites or stings by venomous animals; nausea or vomiting; or any thoughts of hurting yourself or others.
2.4 SpaceLinq Text Messaging. Text Messaging is available to SATPAQ users with the SpaceLinq smartphone application. SpaceLinq text messages can be transmitted to a person or persons designated by you. You are solely responsible for any data or content that you send, including any consequences of such messaging.
2.5 Changes to Services. You agree that HG or any of its service providers may make changes to the Services in order to comply with applicable laws, to maintain or improve the Services or for other business reasons without notice to you and without liability for any changes in your ability to use the Services or the SATPAQ Products, including compatibility issues with the SATPAQ Products, as a result of such changes.
2.6 Additional Charges. Your cell phone service provider and/or internet provider may charge you or your recipients additional fees in relation to any text messages, social connectivity messages and/or other emails and/or data (collectively “Data Plan Fees”) sent by you. Please familiarize yourself with any such applicable plans, services and associated fees before using your SATPAQ Product. You are responsible for any Data Plan Fees.
2.7 Cancellation/Termination. You and HG each have the right to cancel or terminate Services at any time for any reason without notice. Any remaining Message Credits in your account at the time of cancellation or termination are non-refundable.
3.1 Timely Payments. You agree to pay, on time, any applicable SATPAQ Fees plus any applicable taxes.
3.2 Late Payments. You agree to pay a late charge of the lesser of (1) 1.5% per month or (2) the maximum legal rate if your bill is not paid within ten (10) days after the due date. This late charge is applicable to the unpaid balance as of the due date and will be billed on subsequent invoices and statements. You agree to pay HG all of HG’s collection costs, including without limitation the standard fees of any collection agency, reasonable attorney and legal fees, and any other costs incurred by HG in exercising any of its rights under this Agreement. HG may suspend the Services in the event of late payment.
3.3 Promotions. If you use a promotion code for your purchase, you certify that you qualify for the applicable promotion. You agree to the terms of the promotion, including any time limitations, and you agree to purchase Message Credits to receive Services beyond the promotion.
3.4 Data Transmission. HG will exercise a commercially reasonable level of care but makes no representation as to the success of any data transmission. Regardless of whether a data transmission is successful, no refunds will be given. In addition to limitations resulting from incorrect use (e.g., indoors, or next to or under an obstruction), satellite communications systems have inherent characteristics that can create dropped data transmissions. Dropped data transmissions, regardless of type, will not be credited regardless of cause. Nor shall HG be liable for any damages that may result from such dropped data transmission.
3.5 Taxes. Your Service Plan price for the Services does not include any taxes now or hereafter imposed, directly or indirectly, by any governmental authority or agency with respect to the Services. You are required to pay these taxes if applicable.
3.6 Credit Approval. For any credit cards placed on file with HG or used to purchase Message Credits, initiation or continuation of the Services is subject to credit approval by HG and requires direct payment by credit card or an authorized guarantee of payment by a valid accepted credit card. If you are a customer whose billing address is located outside of the United States or a customer without established credit, you might be ineligible to place a credit card on file or purchase Message Credits with a credit card (to be determined by HG in its sole discretion). Verification of credit cards issued by banks outside of the United States might delay order processing. HG has the right: (a) to decline any credit card transaction; and (b) to seek authorization of your credit card account prior to your first activation/purchase or otherwise from time to time to validate that you can charge the applicable fees to access the Services. By authorizing HG to place a credit card on file for Services, you are authorizing HG to automatically continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer, and the issuer informs HG of the new replacement card account) for all SATPAQ Fees or charges associated with your account, including any taxes. You authorize the card issuer to pay any amounts described in this Agreement and authorize HG, or any other company that acts as a billing agent for HG, to continue to attempt to charge all sums described herein to your credit card account until such amounts are paid in full.
3.7 Credit Card Authorization. BY AUTHORIZING HG TO DEBIT YOUR CREDIT CARD, YOU REPRESENT THAT YOU ARE THE AUTHORIZED OWNER OR USER OF YOUR CREDIT CARD AND THAT YOU ARE A RESPONSIBLE PARTY FOR THAT CARD. FURTHER, YOU AUTHORIZE HG TO DEBIT YOUR CREDIT CARD AS AUTHORIZED IN ORDER TO ESTABLISH AND MAINTAIN YOUR SERVICE PRIOR TO DELIVERING SERVICES, UP UNTIL SUCH TIME THAT SERVICES ARE CANCELLED OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.
4. DISCLAIMER OF WARRANTIES.
4.1 Limited Warranty. HG’s limited warranty is available at Warranty & Returns (“Limited Warranty”). The Limited Warranty describes the extent of HG’s warranty and how the original purchaser may obtain warranty service. The remedies described in the Limited Warranty are your sole and exclusive remedy and HG’s entire obligation for any breach of the Limited Warranty, and the terms and conditions of the Limited Warranty are incorporated herein by reference. Please review it carefully.
4.2 Disclaimer of Warranty for the Services and SATPAQ Product. WITHOUT LIMITING THE FOREGOING SECTION 4.1, THE LIMITED WARRANTY CONTAINS CERTAIN LIMITATIONS, EXCLUSIONS AND DISCLAIMERS OF WARRANTIES THAT APPLY TO YOU AND YOUR USE OF THE SATPAQ PRODUCT AND SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5. LIMITATION OF LIABILITY.
5.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF HG, ITS AFFILIATES, ITS SERVICE PROVIDERS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, CONTRACTORS AND SUPPLIERS (THE “HG PARTIES”) WILL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, COSTS OR EXPENSES (INCLUDING LOSS OF INCOME, MEDICAL AND OTHER EXPENSES, REPLACEMENT PRODUCTS OR SERVICES, LOSS OF GUIDANCE, CARE AND COMPANIONSHIP), EXCEPT TO THE EXTENT ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH HG PARTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, NO HG PARTY WILL HAVE ANY LIABILITY FOR ANY LOSSES, DAMAGES, COSTS, EXPENSES, CLAIMS OR OTHER LIABILITY, INCLUDING PROPERTY DAMAGE, INJURY OR DEATH, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH (a) ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SERVICE OR THE SATPAQ PRODUCT FOR REASONS (i) OUTSIDE OF ITS REASONABLE CONTROL, (ii) UNKNOWN TO SUCH HG PARTY AT THE TIME OF SUCH FAILURE OR DELAY, OR (iii) THAT SUCH HG PARTY IS USING COMMERCIALLY REASONABLE EFFORTS TO AVOID, MITIGATE OR REMEDY; (b) ANY USE BY YOU OR BY ANOTHER PERSON (WHETHER OR NOT AUTHORIZED BY YOU TO UTILIZE THE SERVICE); (c) THE ACTS OR OMISSIONS OF ANY OTHER HG PARTY OR ANY THIRD PARTY; (d) ANY FAULTS, FAILURES OR INADEQUACIES OF THE SATPAQ PRODUCT, THE SERVICE, THE SATELLITE SYSTEMS, OR THE SOS EMERGENCY MONITORING AND RESPONSE PROVIDED BY GEOS, IN EACH CASE WHETHER RESULTING FROM CONTRACT, TORT (INCLUDING LIABILITY FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE, EXCEPT TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH HG PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO HG PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY IN THE SATPAQ PRODUCT OR PROVISION OF SERVICES CAUSED BY MATTERS OUTSIDE OF ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO:
5.1.1 OUTBREAK OF HOSTILITIES, RIOT, CIVIL DISTURBANCE, ACTS OF TERRORISM, FIRE, EXPLOSION, FLOOD, SNOW, FOG OR OTHER INCLEMENT WEATHER CONDITIONS, FAILURE OF TELECOMMUNICATIONS OR SATELLITE SYSTEMS, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, SURGES IN THE ELECTRICAL MAINS OR CURRENTS, DAMAGE CAUSED BY ELECTROMAGNETIC INTERFERENCE, THEFT, MALICIOUS DAMAGE, STRIKE, LOCK OUT OR INDUSTRIAL ACTION OF ANY KIND; OR
5.1.2 FAILURE, DELAY OR INACCURACY OF THE GPS SATELLITES IN PROVIDING LOCATION COORDINATES; OR
5.1.3 FAILURE, DELAY OR INACCURACY OF THE SATPAQ PRODUCT TO PROCESS AND/OR TRANSMIT DATA TRANSMISSIONS, INCLUDING SOS EMERGENCY SIGNAL(S), OR LOCATION COORDINATES, TO THE INTELSAT SATELLITE SYSTEM; OR
5.1.4 FAILURE OF OR DELAY IN THE INTELSAT SATELLITE SYSTEM OR GROUND STATIONS TO PROCESS DATA TRANSMISSIONS, INCLUDING ALL SERVICES, OR OTHER SIGNAL(S), LOCATION COORDINATES, PREPROGRAMMED MESSAGES AND DISPLAY, AND TRANSMIT TO THE IDENTIFIED POINTS OF CONTACT OR IERCC AS APPROPRIATE; OR
5.1.5 FAILURE OF OR DELAY IN YOUR EMAIL OR CELLPHONE PROVIDER TO TRANSMIT THE MESSAGE TO YOU, OR FAILURE OF OR DELAY IN THE IERCC RESPONDING TO SOS EMERGENCY MONITORING, ALL SERVICES, OR OTHER SIGNAL(S); OR
5.1.6 FAILURE OF OR DELAY IN THE SATPAQ PRODUCT OR SPACELINQ SMARTPHONE APPLICATION TO TRANSMIT ANY SATPAQ MESSAGE(S) TO THE SATPAQ; OR
5.1.7 FAILURE OF OR DELAY ON BEHALF OF THE SATPAQ SERVICE PROVIDERS OR VENDORS, TO PERFORM THE APPLICABLE SERVICE FOR WHICH EACH IS CONTRACTED; OR
5.1.8 FAILURE TO OBTAIN A CLEAR LINE OF SIGHT TOWARD THE SATELLITE SYSTEMS; OR
5.1.9 FAILURE TO PROPERLY INSTALL OR CONFIGURE THE SATPAQ PRODUCTS; OR
5.1.10 FAILURE OF SATPAQ AND ITS SERVICE PROVIDERS TO PROVIDE THE SERVICES, DUE TO THE SERVICES HAVING BEEN CHANGED, CANCELLED, OR TERMINATED; OR
5.1.11 NON-COMPATIBILITY OF SATPAQ PRODUCTS WITH SMARTPHONE OPERATING SYSTEMS AND THIRD-PARTY SOFTWARE OR ANY OTHER OPERATIONAL FAILURE OF YOUR SMARTPHONE; OR
5.1.12 FAILURE OR INADEQUACY OF POWER SUPPLY FOR SATPAQ PRODUCTS OR ASSOCIATED PRODUCTS; OR
5.1.13 ANY FAILURE BY YOU OR ANY USER TO FOLLOW THE GUIDELINES OR RECOMMENDATIONS IN THE SATPAQ USER REFERENCE GUIDE OR USE OF THE SATPAQ PRODUCTS OR THE SERVICE, OR ANY USE OF THE SATPAQ PRODUCTS OR THE SERVICE OTHER THAN IN COMPLIANCE WITH APPLICABLE LAW.
5.2 IN NO EVENT SHALL THE TOTAL, MAXIMUM, AGGREGATE LIABILITY OF THE HG PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SATPAQ PRODUCT AND THE SERVICES EXCEED THE AMOUNT OF THE LESSER OF THE MANUFACTURER’S SUGGESTED RETAIL PRICE OR THE PURCHASE PRICE OF THE SATPAQ PAID BY YOU.
5.3 THE LIMITATIONS IN THIS SECTION 5 SHALL APPLY TO ALL CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES HOWSOEVER CAUSED AND WHETHER FOR BREACH OF CONTRACT, IN TORT, BY WAY OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. THE APPLICABILITY OF THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 5 MAY VARY FROM STATE TO STATE, AND/OR COUNTRY TO COUNTRY, AND ACCORDINGLY MAY NOT APPLY TO YOU.
6. YOUR OBLIGATIONS.
6.1 No resale or distribution. The Services provided under this plan are only for personal and recreational use, and business use unrelated to satellite or wireless communications. You may not sell, resell, rent, lease, distribute, or otherwise charge for the SATPAQ Product or Services or any information or services derived from or incorporating the SATPAQ Product or Services, in whole or in part, including any “value-added” services or resales.
6.2 Misuse. You agree that you will not use the Services or the SATPAQ Product (1) to abuse or misuse the SOS Emergency Monitoring Services, (2) to send messages that are offensive, defamatory, abusive or obscene or intended to harass (3) for any purpose in violation of law, (4) in any manner that infringes or misappropriates third-party rights, or (5) in any manner which overloads or unreasonably interferes with the Services or the Satellite Systems. You agree to use the Services only with the SATPAQ Product and your cell phone and not to use any other equipment in connection with the Services unless expressly approved by HG. You agree that you will not attempt to unlock or modify, or reverse engineer your SATPAQ Product in order to modify it or render it capable of performing functions outside the approved Intelsat network described in this Agreement, for the purpose of re-selling the SATPAQ Product to a third-party, or for any purpose otherwise not permitted by this Agreement.
6.3 Authorized Users. You are solely responsible, and assume any liability, for any user authorized by you to utilize the SATPAQ Product or the Services, and for any unauthorized user that obtains access to your SATPAQ. In addition, you agree to pass usage instructions and Services terms and conditions to all of your authorized users. Some optional Services may be available only to the primary, registered user. You must carefully read the applicable terms for any such optional/bundled service to see if restrictions apply.
7. SatPaq User Account, Websites.
7.2 Complete and Accurate Information. You acknowledge and accept that the information required in your SATPAQ user account, including your Registration Data, contact information, designated contacts, social media connectivity settings and supported service options are essential for proper provision of the Services. You accordingly certify that the information supplied by you is accurate in all respects. It is your responsibility to ensure that the information supplied by you remains accurate, complete and up to date. When composing SATPAQ messages, you acknowledge and agree that it is your sole responsibility to ensure that you select the intended designated contact from your available contacts and are satisfied with the content of your SATPAQ message prior to sending it.
7.3 Content Responsibilities. You agree that you are solely responsible for (and that HG has no responsibility to you or to any third-party for) any content that you create, transmit or display while using the Services and SATPAQ Product and for the consequences of your actions by doing so. You acknowledge that the SATPAQ messages may include your location information.
7.4 Third-Party Licenses and Content. If, as part of your use of the Services and SATPAQ Product, you download a piece of software, access software online, or purchase goods, that are provided by a third-party then your use of these other services, software, or goods might be subject to separate terms between you and the third-party provider. This third-party content might be protected by intellectual property rights that are owned by the third-party. Any reference or links to any third-party content does not necessarily constitute or imply its endorsement, sponsorship, or recommendation by HG or its licensors. Third-party product and service information are the sole responsibility of each individual third-party vendor. In addition, it is possible that you might find some third-party content offensive, indecent, or objectionable, and that, in this respect, you use the Services at your own risk. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties are those of the respective authors and not of HG. HG neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement by anyone other than authorized HG employees acting in their official capacities. You understand and acknowledge that HG is not responsible for and does not monitor third-party content for accuracy or reliability.
8.1 Commercial Items/US Government Restricted Rights. The SATPAQ Product has been developed entirely with private funds. The use of the SATPAQ Product and related documentation by any entity of the United States Government is restricted by the terms of this Agreement. The SATPAQ Product is a “Commercial Item”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as specified under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
8.2 Export Restrictions. The SATPAQ Product may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations, including the restrictions on destinations, end users, and end use. You agree not to export or re-export the SATPAQ Product to any country in violation of the export control laws of the United States of America. The SATPAQ Product may not be exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SATPAQ Product or the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
8.3 Indemnity. To the maximum extent permitted by law, you hereby agree to indemnify, defend and hold harmless HG and its affiliates, licensors and suppliers their respective directors, officers, employees and agents (“Indemnified Parties”) from and against any and all claims, actions, suits or proceedings (collectively, “Claims”), as well as any and all losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees) arising out of or in connection with your use or ownership, or your benefit from the use or ownership by any other person, of the SATPAQ Product and the Services. You hereby release the Indemnified Parties from and forever waive any and all Claims, past, present or future, that you may have against the Indemnified Parties. You acknowledge that you benefit from the ability to use or benefit from the use of the SATPAQ Product and Services at the price and on the terms offered by HG, and that HG’s offer at such price and on such terms materially relies on the release, waiver and indemnification provisions set forth in this Section 8.3. Accordingly, you agree to assume the above mentioned risks and agree that this release, waiver and indemnification shall apply to all unknown or unanticipated results of your use of or benefit from the use of the SATPAQ Product and the Services, as well as those known and anticipated, and you hereby knowingly waive any and all rights and protections under applicable laws with respect to waivers of future or unknown claims.
8.4 Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to conflicts of laws principles. YOU AGREE TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA, AND YOU WAIVE ANY OBJECTION TO LAYING OF VENUE IN ANY SUCH COURT AND ANY DEFENSE OF INCONVENIENT FORUM.
8.5 Dispute Resolution; Waiver of Jury Trial and Class Actions. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND HIGHER GROUND ARE EACH AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM, AND NEITHER YOU NOR HIGHER GROUND WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
YOU AND HIGHER GROUND EACH FURTHER AGREE TO ENGAGE IN NON-BINDING MEDIATION IN THE COUNTY OF SANTA CLARA, CALIFORNIA, AT YOUR RESPECTIVE EXPENSE, FOR ANY DISPUTE OR CLAIM RELATED TO THE SATPAQ PRODUCT OR THE SERVICES, AND NOT TO BRING ANY CLAIM OR ACTION IN A COURT OF LAW UNTIL AT LEAST THIRTY (30) DAYS FROM THE START OF SUCH MEDIATION.
8.6 Entire Agreement; Construction. This Agreement and any agreement or policy referenced herein constitutes the entire agreement between the Parties with respect to the subject matter hereof. Any headings are provided for convenience only. References to “person” in this Agreement include entities, organizations and governmental authorities or agencies.
8.7 No Waiver, Survival. The failure of HG to exercise or enforce any right under this Agreement shall not constitute a waiver of such right. All rights and remedies granted to HG are cumulative and not alternate. If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one. Any provisions that expressly or by their nature should survive termination of this Agreement, including payment obligations, disclaimer of warranty, rights of indemnity and limitation of liability, shall survive such termination.
8.8 Assignment. You may not assign this Agreement or any of your rights or obligations hereunder, but HG has the right to assign this Agreement and any of its rights and obligations hereunder. This Agreement inures to the benefit of and is binding on the parties’ respective successors and permitted assigns.
8.9 No Third Party Beneficiaries. Nothing in this Agreement will be deemed to provide any rights or remedies to any third party.
8.10 Severability. If any provision of this Agreement is held invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
To you: We may provide notice to you by (i) sending a message to the email address, phone number or user account that you provide, which will be effective when sent or (ii) posting to our website, which will be effective when posted. It is your responsibility to keep your email address, phone number and user account current.
To us: To give us notice under this Agreement, you must contact us as follows: (i) by electronic mail transmission to email@example.com which will be effective when sent if during regular business hours, and if not, on the next business day, (ii) by registered or certified prepaid mail, return receipt requested, to the mailing address shown at the bottom of this paragraph, which will be effective five days after postmark, (iii) by overnight delivery with a nationally recognized courier service, which will be effective on the next business day, or (iv) by personal service, which will be effective immediately upon delivery. We may update our electronic mail address, mailing address or personal delivery address by posting on our website, which change will be effective immediately.
Higher Ground LLC
2225 E. Bayshore Road, Suite 200
Palo Alto, CA 94303