Higo terms of service

1. Introduction

These Terms of Service (the “Terms”) cover your rights and obligations relating to your access to and use of the Higo.io website and any other related services, applications, and content provided by us (collectively, the “Service”).

BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

All references in these Terms to “we”, “us”, “our”, or “Higo” refer to Higo, Inc. The term “you” “your” or “user” refers to any individual or entity that accesses the Services, whether as a Buyer or a Vendor (as these terms are defined below), including any end users who access the Service on behalf of a Buyer or a Vendor.

2. The service and our role

Overview and Functionality

The Service allows buyers of products and services (“Buyers”) to manage their relationships with the vendors from whom they procure such products and services (“Vendors”).

Our Role is Limited

We only provide the Service as a platform for Buyers and Vendors to place, fulfill, and track orders for products and services. We are not a supplier or seller or any kind of agent or intermediary between Buyers and Vendors, and we do not sell goods or services through the Service. Any transaction for the purchase and sale of any products or services occurs directly between Buyers and Vendors, and Higo is not directly involved in any such transaction.

Further, we do not monitor or curate the products and services that are offered for sale on the Service. Vendors are solely responsible for any products or services they list for sale via the Service and for the accuracy of any information contained in any such listing. Higo does not approve, guarantee or endorse any products or services advertised, marketed, purchased, sold, or offered for sale via the Service.

Finally, Vendors may have their own processing times, shipping methods, cancellation and refund policies, and any other policies governing the sale of their products or services. Higo is not involved in any way in determining any such policies.

By using the Service, you understand and agree that (i) Higo will not be liable for, and assumes no responsibility for, any products or services offered for sale on the Service; and (ii) any disputes arising out of, or relating to, the purchase and sale of a product or service must be resolved exclusively between the Buyer and the Vendor. You expressly release Higo from any claims, demands, and damages arising out of disputes with any Buyers, Vendors, or other parties.

3. Your account and information

Registering for an Account

Before being able to use the Service, you will be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it up to date. We reserve the right to suspend or terminate your account if any information provided by you proves to be inaccurate or incomplete.

If you register for an account on behalf of an entity, such as a Buyer or a Vendor, or on behalf of any other third party, you represent and warrant that you have authority to (i) accept these Terms on behalf of and bind such party, and (ii) provide information on behalf of such party.

As a Buyer or Vendor, you may invite a third party with whom you have a business relationship (such as another Buyer or Vendor) to the Service by providing their email address. Such party must register for an account and accept these Terms before having access to the Service. In such a case, you represent and warrant that you have permission to share such third party’s information with us, and you hereby expressly consent to our contacting such third party on your behalf.

You Must Safeguarding Your Account

You are responsible for safeguarding your password. You agree not to disclose your password to, or share your account with, any third party. You agree to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account.

You agree that we will not be liable for any loss or harm that you incur if someone else uses the Services from your device, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use.

Your Privacy

When you register for an account and as you use the Service, you will provide us with information. By accessing and using the Service, you grant us the right to use such information as described in these Terms and our Privacy Policy. While we do not claim ownership over any such information that you provide, you agree that we have the right to use such information in furtherance of the Service. Further, by providing us with information through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all the information that you provide on the Service.

4. Payments and financial terms

Our Fees

A subscription may be purchased for any Buyer or Vendor account through the Service or, in some cases, via an order form (an “Order Form”). Any subscriptions placed via the Service or an Order Form is subject to these Terms. Any monthly or annual subscriptions must be paid in advance, and will auto-renew unless you indicate via the Service that you wish to cancel your subscription in time to stop the following payment.

Our fees are subject to change from time to time upon 30 days’ notice, which notice may be provided at any time by posting the changes to the Service or otherwise communicated to you in writing. Your continued use of the Service after the effective date of such change will constitute your agreement to pay the updated fees.

If we offer you a free account, you understand and agree that we do so in our sole discretion. We may discontinue offering free accounts at any time, in which case a subscription must be purchased to continue using the Service.

Payments on Purchase or Sales Orders

All payments related to any purchase or sale orders must be handled directly between the Buyer and the Vendor. Higo does not play a role in, and assumes no responsibility for, any payments between Buyers and Vendors.

Cancellations and Refunds

Generally, a purchase or sales order may be changed or cancelled before it has been accepted by a Buyer or Vendor. However, once accepted, a purchase or sales order may not be cancelled or changed, and any order changes, cancellations, and refunds must be resolved solely between the Buyer and the Vendor. Higo assumes no responsibility for, and does not provide any assistance with, any order changes, cancellations, or refunds.

Shipping

A shipping fee may be added on any purchase or sales order. However, Vendors are solely responsible for shipping products purchased via the Service. As a Vendor, you further agree to comply with all local and international shipping and customs regulations.

Taxes

Buyers and Vendors are solely responsible for (i) adding applicable taxes to any purchase or sales order; and (ii) collecting and paying any taxes associated with products or services purchased and sold via the Service.

5. Content and data

Your Content

You may upload certain information and content to the Service. This may include, but is not limited to, product photos and information (collectively, “Your Content”). You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that Your Content does not infringe or violate the rights of any third parties.

The Service may allow you to submit and post Your Content to selected recipients or in public or semi-public areas, such as comments pages, chat rooms, message boards and messaging between users of the Service (collectively, “User Content Areas”). We do not control Your Content, nor are User Content Areas actively moderated. You are solely responsible for Your Content as submitted by you and acknowledge that all content submitted by users of the Service expresses the views of its respective authors, and not our views.

Further, by posting Your Content through our Services, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. You also give us permission to use your name, logo, trademarks, and service marks in our marketing materials, including our website.

From time to time, we may ask you for your feedback on the Service. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials, without any compensation to you. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Higo in any way.

Inappropriate and Illegal Content

You agree not to post or make available any inappropriate content on the Service, including, but not limited to, (i) libelous, defamatory, obscene, pornographic, abusive, or threatening content; (ii) content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (iii) content that is misleading or not true. If you post inappropriate content, we may remove such content from our servers, and we may suspend or revoke your access to the Service. We further reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

Digital Millennium Copyright Act Notices

In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Service, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by theDigital Millennium Copyright Act of 1998):

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  3. identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted;
  5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to our designated agent at:

Higo, INC
info@higo.io

6. Our intellectual property rights

The Service contains important and proprietary property owned by us, including software, that constitutes our trademarks, trade secrets and other intellectual property. Nothing in these Terms shall be construed as a conveyance of any ownership right or title in or to our property. We only grant you a nonexclusive, non-transferable, non-sublicensable, and revocable license to use the Service for the purposes permitted by these Terms, and only for as long as you are permitted to access the Service.

Except for Your Content, the Service, and materials on the Service, including, but not limited to, images, illustrations, posts, audio clips, photographs, editorial content, notices, software (including html-based computer programs), and video clips are the property of Higo and its affiliates, or are the property of a third party who has granted Higo permission to use such material, and in any case are protected from unauthorized copying and dissemination by copyrights that are owned or licensed by Higo and by copyright law, trademark law, international conventions and other intellectual property laws. All logos or product names are trademarks or registered trademarks of their respective owners. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, distribute, decompile, reverse-engineer, disassemble, or otherwise convert in any way whatsoever any materials from the Service (except for Your Content) without our prior written permission. Nothing contained on these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Service or any information displayed on the Service except: (a) as expressly permitted by these Terms or (b) with the prior written permission of Higo or such third party that may own the trademark or copyright of information displayed on the Service.

7. Third party sites and services

Our Service is integrated with the services provided by third parties as part of the functionality of the Service. Such third parties include, without limitation, financial institutions that offer cash advances on invoices. We have no control over, make no guarantees about, and assume no responsibility for, the information or services provided by third parties.

Additionally, we may provide links to, and otherwise may provide information about, third-party websites and businesses. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of the services or information provided on or by such third-party websites or businesses. We do not endorse, nor assume any liability related to your use of, such websites or businesses in any way. Nothing on the Service shall be considered an endorsement, representation, or warranty of anything contained in such third-party communications, including all products or services advertised therein, if any.

8. Limitations on your use of the service

Permitted Uses

You represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms. You may only use the Service for its intended purpose, and not for any other purpose. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service.

You may not transfer or assign your right to access and use the Service to any other person or entity. You are only entitled to access and use our Service for lawful purposes.

Prohibited Conduct

You covenant and represent that you will not use the Service for any purpose other than those permitted herein, nor will you use the Service in violation of the law or these Terms. While we are not under any obligation to monitor content on the Service, we may, in our sole determination, remove any content, materials, or information that we deem objectionable, offensive, unlawful or in violation of these Terms. The following is a partial list of the kinds of activities that are prohibited on or through the Service:

  • submitting content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • engaging in activities or submitting content that could be harmful to minors;
  • engaging in activity or submitting content that harasses or advocates harassment of another person;
  • engaging in any activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting
  • engaging in any activity or submitting content that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • submitting content that displays pornographic, lewd, lascivious, or sexually explicit material of any kind;
  • soliciting, selling or offering for sale any of the following items: alcohol, tobacco, marijuana, prescription drugs, illegal drugs, firearms, explosives, toxic substances, hazardous materials, or any other items you are not allowed to sell;
  • submitting content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
  • submitting content that contains viruses, Trojan horses, worms, or any other similar forms of malware;
  • engaging in activities or submitting content that solicit passwords or personally identifiable information for unlawful purposes from other users of the Service;
  • using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Service or for any other unauthorized purpose without our prior written consent;
  • using any device, software, or routine to interfere with, or attempt to interfere with, the proper working of the Service;
  • decompiling, reverse engineering, or disassembling the software underlying the Service or attempting to do so; or
  • taking any action that imposes an unreasonable or disproportionately large load on the Service or our hardware and software infrastructure or that of any of its licensors or suppliers.

You May Not Violate Anyone’s Intellectual Property Rights

Although you may provide and post information and content as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third party rights caused by any information that is generated or submitted through your use of the Service. We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or revoke access to the Service for any user who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.

We May Terminate Your Access to the Service

At any time, you may discontinue your use of the Service. This Agreement will continue to apply until terminated by either you or Higo. If you would like to terminate this legally binding agreement with Higo, please uninstall the Service. Notwithstanding any termination of these Terms, any provision of these Terms that by its nature and context is intended to survive its termination will so survive. These include, without limitation, provisions related to limitation of our liability, disclaimer of warranties, our intellectual property rights, indemnity and dispute resolution.

We reserve the right to take action to limit or prevent your access to our Service, if we, in our sole discretion, deem that such action is necessary based on: (i) your use of the Service in a way that would potentially expose us to liability; (ii) disruption of the Service by you to others; (iii) your violation of these Terms or our Privacy Policy; (iv) your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and (v) your use of the Service in a way that could cause harm to any person or entity.

9. Limitation of liability; disclaimers; indemnification

Assumption of Risk

Higo MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (SEE BELOW), AS TO THE CONTENT OR OPERATION OF THE SERVICE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

The Service is Provided “As-Is”

WE ARE MAKING THE SERVICE AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF, OR INABILITY TO USE, THE SERVICE. WE DO NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. Higo MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Our Liability to You is Limited

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICE; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF OR INTERACTION WITH ANY SERVICES OFFERED THROUGH THE SERVICE; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) AND THE FEES THAT YOU HAVE PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

In the event that any third party brings a claim against us related to Your Content or otherwise your use of the Service, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third party claims, losses, liabilities, damages, and/or costs (including reasonable attorneys’ fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim; provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense), and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.

10. Resolving disputes

You and Higo Agree to Arbitrate Any Disputes

You agree to resolve any dispute, claim, or controversy with Higo arising out of or relating to your use of the Service in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at [Email]). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in Delaware, USA, and the costs of which shall be divided equally between you and Higo. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in Delaware, USA.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this Section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this Section shall be confidential, and neither you, nor Higo, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

You Waive the Right to Class Action and Jury Trial

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS SUBJECT TO THIS ARBITRATION CLAUSE TO BE ARBITRATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (INCLUDING, BUT NOT LIMITED TO, AS A PRIVATE ATTORNEY GENERAL).

YOU AND Higo EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

If any portion of this arbitration agreement is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect. Nothing contained in this Section shall limit our ability to take action related to your access to the Service as provided in these Terms.

Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions.

Venue

In the event that a lawsuit is filed where permitted under the provisions above, or in the event that the provisions above are found not to apply to you or to a given dispute, we both agree that any judicial proceeding will be brought in the federal or state courts of Delaware. Both you and we consent to venue and personal jurisdiction there.

11. Age Policy

We do not intend that the Service be used by anyone under 13 years old. If we learn or have reason to suspect that a user is under 13 years of age, we will promptly revoke the user’s access to the Service and delete any personally identifiable information submitted by that user.

12. Changes to these terms

We reserve the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms, as modified. Any changes to these Terms will become effective on the “Effective Date” indicated above. If you continue to use the Service after the Effective Date, you consent to the new Terms. We will always have the latest Terms posted on the Service.

13. Geographical Notices

Use Outside of the United States

Higo makes no claim that the Service is appropriate or may be used outside of the United States. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

California Consumer Rights Notice

Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

14. How to contact us

If you have any questions about these Terms or our Service, please feel free to contact us by email at info@higo.io.

15. Miscellaneous

Severability

If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

Waiver

The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Assignment

These Terms shall be binding on the parties and their respective successors and assigns. These Terms may be assigned by us without restriction. These Terms may not be assigned or otherwise transferred by you without our prior written consent.

Headings

The section headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms in any way.