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Terms of Service

(2014-02-05)

Welcome to the Highlightly Software!  By clicking the “Accept & Install” button below, you agree to this Software license agreement (“License Agreement”). The Software (as defined below) is owned by Highlightly, a d/b/a of a California corporation.
If you disagree with any of the terms of this License Agreement, Highlightly does not grant you a license to use the Software. Do not install it.
You may not use the Software if you are not of legal age to form a binding contract with Highlightly. If you are under 18 years old, do not install or use the Software or any of our products.
IMPORTANT! By agreeing to these terms, you acknowledge that you have read and consent to this License Agreement, that you understand it, and that you agree to be bound by its terms. In particular, you agree that the Software may perform all its functions and you consent to and desire that the Software affect certain aspects of the appearance of websites as you will view them, as further described below. You are also agreeing to arbitrate all claims in the manner described below, including to permit the entry of judgment in a court of competent jurisdiction. These provisions form an essential basis of our agreement.
The Software analyzes and records the ways in which you use your computer and the websites you visit so that you can: (i) view definitions, translations, and search results without leaving a webpage by highlighting keywords or phrases; and (ii) receive targeted advertisements in the form of additional shopping comparison, coupon, in-text transitional, and in-text link advertisements.
The Software interacts with your computer by:

  • Inserting into web pages;
  • Converting words on pages you view into hyperlinks that are linked to advertisements;
  • Communicating with our servers to determine whether to insert advertising software from our third party Licensors into the web pages you are viewing and, if so, to obtain and inject the software.
  • Communicating with our servers to check for new offers, the placement of offers, the date and time you install and uninstall the Software, and whether an updated version of the Software is available;
  • Monitoring and recording the domain name of each page you view, the advertisements that appear on these pages, and the advertisements that you click.
  • Changing browser settings to optimize Highlightly functionality and performance.

Information collected through the Software is also subject to the gethighlightly.com Website Privacy Policy at http://www.gethighlightly.com/privacy-policy (“Privacy Policy”). By agreeing to the terms of this License Agreement, you are also acknowledging that you are consenting to the ways we collect and use your personal information.
Highlightly reserves the right to terminate this License Agreement and/or require that you discontinue your use of the Software at any time.  Highlightly reserves the right to update and change this License Agreement, the Privacy Policy and its terms of use from time to time.  You acknowledge that Highlightly permitting your continued use of the Software after a modification of the License Agreement, the Privacy Policy or its terms of use is separate, good and adequate consideration in support of such amendments.  You can find the most recent version of this License Agreement at http://www.gethighlightly.com/terms-of-service. Highlightly will notify you of material changes and provide you the opportunity to accept them. Use of the Software after such notice constitutes acceptance of such changes.
The Software contains third-party software. Thus, some of the non-personally identifiable information that the Software collects is sent to and used by third parties primarily for determining which advertisement to display to you.

License and Restrictions.
By accepting the terms of this License Agreement, you represent to Highlightly that you are at least 18 years old. The Software applications, documentation, and local computer files installed or utilized by the installer application or any other software or digital content owned and provided by Highlightly, including without limitation, any bug fixes, upgrades, and modified versions or updates to the foregoing and any copies of the foregoing (collectively, the “Software”) are owned by Highlightly, or Highlightly’s licensors, content providers, and data providers (“Highlightly Licensors”). Highlightly grants you a personal, limited, revocable, nonexclusive, non-transferable, non-sublicenseable, worldwide (except as limited below) license to use the Software as provided in this License Agreement until this License Agreement is terminated. This License Agreement defines your legal use of the Software. All rights not expressly granted to you are reserved by Highlightly or the respective owners.
YOU MAY install and personally use the Software and any updates provided by Highlightly (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the Software for your own noncommercial use or benefit. Your license to the Software under this License Agreement continues until this License Agreement is terminated by either party.
To uninstall the Software, use your computer’s Control Panel or see detailed instructions at http://www.gethighlightly.com/support. After uninstall, some unexecutable files (including cookies) will remain on your computer. The files from Highlightly are used as a record of your prior install to prevent fraud and improve performance if you choose to download Highlightly again. These files do not track you or collect personally identifying information. The third-party software that we have incorporated into the Software functionality uses cookies. These files are not executable, but they also are not removed when you uninstall the Software and may continue to be used by the third parties.
YOU MAY NOT:

  • Decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or any portion of it;
  • Incorporate the Software into any computer chip or the firmware of a computing device manufactured by or for you;
  • Use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this License Agreement;
  • You may not use the Software on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake. You understand that the Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Highlightly is not responsible;
  • Use or export the Software in violation of applicable U.S. laws or regulations; or
  • Sell, lease, loan, distribute, transfer, or sublicense the Software or access to it or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without Highlightly’s prior, express, written permission.

Ownership. You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Highlightly and the Highlightly Licensors own all rights, title, and interest in and to their applicable contributions to the Software. This License Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Highlightly, including without limitation the Software and Highlightly trademarks or other intellectual property, and creates no relationship between you and Highlightly or the Highlightly Licensors other than that of a licensee of Highlightly. You may not remove any copyright, trademark, or other proprietary notice from any copy of the Software.

Support and Upgrades. Highlightly may elect to provide or not provide you with support or upgrades, enhancements, or modifications for the Software (collectively, “Support”) in its sole discretion, and may terminate such Support at any time without notice to you. Highlightly may change, suspend, or discontinue any aspect of the Software at any time, including the availability of any Software feature or content. Highlightly may also impose limits on certain features or services or restrict your access to parts or all of the Software or the gethighlightly.com web site without notice or liability. Additionally, Highlightly may automatically download and install updates to the Software with or without prior notification.

Dealings with Advertisers. Your correspondence or business dealings with, or participation in purchase of goods from or use of coupons of or promotions of advertisers found on or through the Software, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party advertiser. Highlightly will not be responsible or liable, directly or indirectly, for any loss or damage of any sort arising out of or related to any dealings with any such third parties or as the result of the presence of the opportunity to connect with such third parties.

Links to Third Party Web Sites. The Software provides, and third parties provide, links to other Web sites or resources (“Linked Sites”). The Linked Sites are not under the control of Highlightly and Highlightly is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Highlightly is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by Highlightly of the site or any association with its operators. Highlightly will not be responsible or liable, directly or indirectly, for any loss or damage of any sort arising out of or related to use of or reliance on any such content, goods or services available on or through any Linked Site.

Termination.
This License Agreement is effective until terminated. You may terminate this License Agreement at any time by discontinuing use of the Software and destroying all copies of the Software in your possession or under your control. Highlightly may terminate this License Agreement if Highlightly determines in its sole discretion that termination is in Highlightly’s best interests or determines in its sole discretion that you have violated the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to Highlightly all copies of the Software and to certify in writing that all known copies, including backup copies, have been destroyed or returned.
This License terminates automatically if you violate any term of this License Agreement, Highlightly publicly posts a written notice of termination on Highlightly’s web site, or Highlightly sends a written notice of termination to you.
Your license to use the Software, its components, and any third-party data, will terminate if you violate these restrictions. If this License Agreement terminates, you agree to cease all use of the Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this License Agreement against you directly in their own name.

Disclaimer of Warranties.
USE OF THE SOFTWARE AND ANY DATA ACCESSED WHILE USING THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
HIGHLIGHTLY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. HIGHLIGHTLY IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.
HIGHLIGHTLY AND THE HIGHLIGHTLY LICENSORS DO NOT REPRESENT THAT THE SOFTWARE OR ANY DATA ACCESSED WHILE USING IT IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.
HIGHLIGHTLY AND THE HIGHLIGHTLY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE AND ANY DATA ACCESSED WHILE USING IT, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE AND ANY DATA ACCESSED WHILE USING IT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE ON A COMPUTER IN HAZARDOUS OR BUSINESS ENVIRONMENTS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS OR OTHER MISSION CRITICAL APPLICATIONS WHERE LIFE OR PROPERTY MAY BE AT STAKE. HIGHLIGHTLY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

Limitation of Liability.
HIGHLIGHTLY AND THE HIGHLIGHTLY LICENSORS ARE NOT LIABLE TO YOU FOR CLAIMS OR LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE BY YOU OR BY THIRD PARTIES OR ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED WHILE USING THE SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE SOFTWARE OR ANY DATA ACCESSED WHILE USING THE SOFTWARE, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY EVEN IF YOU HAVE ADVISED HIGHLIGHTLY IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION.
IF, NOTWITHSTANDING THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, HIGHLIGHTLY OR THE HIGHLIGHTLY LICENSORS ARE FOUND LIABLE UNDER ANY THEORY, HIGHLIGHTLY’ AND THE HIGHLIGHTLY LICENSORS’ LIABILITY UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO MONEY DAMAGES NOT TO EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE LIMITATIONS SET FORTH MAY NOT APPLY TO YOU. IN SUCH CASE, THE TERMS BELOW REGARDING SEVERABILITY BELOW WILL APPLY
Indemnification. You will defend, indemnify, and hold Highlightly harmless from any claim or demand, including attorneys’ fees and costs, made by any third party in connection with or arising out of your use of the Software including without limitation, your violation of any terms of this License Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.

Arbitration
YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISPUTES, OR CONTROVERSIES BETWEEN YOU AND HIGHLIGHTLY OR ITS LICENSORS, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY A CALIFORNIA STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA").
The following procedures shall apply to any arbitration: 1) Any party that intends to make a claim shall first notify the opposing party in writing of such intention and shall describe in such notice, with reasonable particularity, the nature and basis of such claim, and the total amount of the claim. Within thirty (30) days of receipt of such notice, the party receiving notice of a claim shall either cure the alleged basis of the claim (in which case the matter will be deemed resolved) or provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30)-day period following the written response, or the alleged basis of the claim is not cured, either of them may initiate binding arbitration pursuant to the terms and conditions set forth below. 2) In the event a party elects to proceed with binding arbitration, it shall provide written notice thereof to the other party by registered or certified mail. The arbitration shall be conducted by a single arbitrator appointed, and shall be conducted using the then current JAMS commercial rules and regulations (except as varied by this agreement). The arbitration shall take place in San Diego County, California, at Highlightly’s sole discretion, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses).

Miscellaneous Provisions.
Complete Agreement. This License Agreement and the Privacy Policy constitute the entire understanding between Highlightly and you respecting use of the Software, superseding all prior agreements between you and Highlightly. If there is any conflict between the terms this License Agreement and those in this License Agreement, Highlightly’s terms of use or Privacy Policy, the terms of this License Agreement will control, except to the extent that this License Agreement, Highlightly’s terms of use or Privacy Policy impose additional restrictions and liabilities on your actions.

Governing Law; Jurisdiction; Attorneys’ Fees. The Software is available through the Site and is controlled by us from our office in California, United States of America. It can be accessed from all 50 states of the United States and from all around the world. As each of these jurisdictions has laws and regulations that may differ from those of California, by accessing the Site and using the Software you and Highlightly agree that the laws of California (expect for conflicts of laws principles) will apply to all matters relating to use of the Software. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Exclusive jurisdiction must lie with the courts of California for all disputes, actions or proceedings arising out of or relating to this License Agreement. In any dispute that arises out of the relationship of Highlightly and you, including tort claims, the prevailing party will be entitled to attorneys’ fees and costs.

Time to Bring a Claim. Regardless of any applicable law to the contrary, any claim or cause of action arising out of or related to the Software, or the use of the Software, must be filed within one year after such claim or cause of action arose.

English Language Controls. This English-language License Agreement is Highlightly’s official agreement with users of the Software. In case of any inconsistency between this English-language License Agreement and its translation into another language, this English-language document controls.

Severability. If a provision of this License Agreement is held to be illegal, invalid or unenforceable, then: (i) it will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this License Agreement will not be affected or impaired.

Waiver. No failure or delay on the part of Highlightly in exercising any right, power or remedy under this License Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other right, power or remedy under this License Agreement.

United States Government Use. The Software (including any documentation) is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (b)(3) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraph (c)(l) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19 as amended, or any successor regulations thereto, as applicable.

Export Restrictions. You will not permit use of or export, directly or indirectly, re-export, divert or transfer the Software in violation of any applicable export control law or regulation, including without limitation, the U.S. Export Administration Regulations.

Survival. The limitation of liability, indemnification, and paragraphs under Miscellaneous Provisions of this License Agreement shall survive termination.

If you have questions about this License Agreement or want to contact us, please send an email to support@gethighlightly.com or write to us at:
Highlightly
5580 La Jolla Blvd. 511
La Jolla, Ca. 92037


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