TERMS OF USE

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement (“Terms”), governs your access to, use of, and participation in the Highland Program made available by Highland Services Now, Inc. (“Highland”). YOU UNDERSTAND AND AUTHORIZE HIGHLAND TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM OUR VENDORS AND/OR VERIFY YOUR IDENTITY THROUGHOUT YOUR USE OF THE SERVICE. PLEASE READ THE TERMS IN DETAIL. BY USING THE HIGHLAND PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE HIGHLAND PROGRAM. All references to “you” or “your,” refer to the person who accesses, uses, and/or participates in the Highland Program in any manner. If you use the Highland Program on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, its directors, officers, employees, and agents.

MODIFICATIONS

Highland reserves the right to modify the Terms in its sole and complete discretion at any time and without prior notice. Notice of such changes will be posted on the Highland website.

RELEVANT TERMS

“Content” means text, information or other materials, including but not limited to profile information, Services requests, quotes, reviews and other information or materials available as part of the Highland Program.

“Lead” or “Proposed Lead” means a consumer who searches for Service Providers with the Highland Program or otherwise seeks a Service Provider from Highland, schedules an estimate with a Service or otherwise uses a Services Provider’s Services after referral by Highland, a Lead may be referred to as a customer on the Highland Program and in related marketing materials.

“Fee” means any amount charged by Highland to a Service Provider in connection with the Highland Program.

” Highland Program” means the highlandservicesnow.com website, mobile application, and any other services provided by or through Highland including referrals of Potential Leads and Leads to Service Providers.

“Privacy Policy” means the Highland Privacy Policy located at https://www.HighlandServicesNow.com/privacy/, including any amendments, supplements or modifications thereto made from time to time.

“Services” means the Proposed Leads and Leads, quoted, scheduled or provided by Service Providers, through the Highland Program.

“Service Provider” means a User who uses, or is registered to use, the Highland Program to offer, provide, receive payment for, or facilitate the provision of Services.

“Highland Content” means all Content Highland makes available on or through the Highland Program, including any Content licensed from a third-party.

“User” means a person or entity who completes Highland’s account registration process, agrees to these Terms, utilizes any services offered by or through the Highland Program, or a person or entity who submits or receives a request through Highland, including but not limited to Service Providers, Leads and Potential Leads.

REPRESENTATIONS, WARRANTIES, AND USE OF THE HIGHLAND PROGRAM

Access to and use of the Highland Program is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By using the Highland Program, you represent and warrant that you meet these requirements. By registering or using the Highland Program, Service Providers represent and warrant that they, and the employees, agents and/or subcontractors who perform work for them, are properly and fully qualified and experienced, licensed and insured, as required by applicable laws or regulations. Highland does not sell or otherwise provide Services. Leads and Potential Leads understand that the referral of Leads by Highland to Service Providers does not constitute a warranty in relation to any services provided by the Service and that any services provided through the Highland Program are provided directly and independently by Service Providers. Service Providers understand and agree that using the Highland Program does not guarantee that anyone will engage them for Services.

Service Providers understand and agree that they are customers of Highland, and are not Highland employees, contractors, consultants, joint venturers, partners, or agents. Service Providers acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other Highland Programs and lead sources, and determine their own work schedule. Highland does not control, and has no right to control, the services a Service Provider.

Highland, as permitted by applicable laws, may obtain reports regarding Service Providers, which may include history of criminal convictions or sex offender registration, and Highland may limit, block, suspend, deactivate, or cancel a Service Provider’s account based on the results of such a report, without or without notice. As a Service Provider, you agree and authorize Highland to use your personal information, such as your full name and date of birth, to obtain such reports from Highland’s vendors. Service Providers agree to inform Highland of any material criminal convictions that occur after any such reports are run.

ACCOUNTS

Users may access the Highland Program without registering for an account. To access and participate in certain features of the Highland Program, you will need to create a password-protected account (“Account”). Leads and Service Providers agree to provide accurate, current, and complete at times when using the Highland Program, and to update information to keep it accurate, current, and complete. Highland is not liable for any losses by any party caused by an unauthorized use of a Highland Program Account.

PROHIBITIONS

Users of the Highland Program may not:

• Use another person’s Account, misrepresent yourself or Services offered through the Highland Program, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Highland Program;
• Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Highland Program for any purpose; provided, that the operators of public search engines may use spiders or robots to copy materials from the Highland Program for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Highland reserves the right to revoke these exceptions either generally or in specific cases);
• Take any action that (a) may unreasonably harm Highland Program’s infrastructure; (b) interferes or attempts to interfere with the proper working of the Highland Program; (c) distributes viruses or any other technologies that may harm Highland or our Users;
• Use the Highland Program in any manner that seeks to avoid payments due Highland by Service Providers;
• Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Highland Program, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
• Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
• Fail to perform Services purchased from you as promised, unless the applicable Lead fails to meet a material term of the applicable agreement for such Services (including by refusing to pay);
• Engage in fraudulent conduct, including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting Users to mail cash or use other payment methods prohibited by Highland.

HIGHLAND FEES, AND TAXES

In connection with the use of the Highland Program, Highland charges Fees. Service Providers pay Fees to Highland solely for Leads which result in the provision of Services by the Service Provider as set forth in the Referral Agreement, the Terms and Conditions of which are incorporated herein As a Service Provider, Highland will charge you the percentage due immediately upon completion of Services for a Lead.

In addition, Highland may charge certain penalty Fees for cancellation of a scheduled job for a Lead without reasonable justification. Such cancellation fees shall amount to $500 or ten percent (10%) of the gross job price, whichever is smaller.

You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. You agree that all notices, disclosures, and other communications that Highland provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. You agree to keep your contact information current, including but not limited to your email address and phone number. Such communication may be made by Highland or by anyone on our behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on your Account, you agree that Highland may charge such unpaid Fees to any payment method or otherwise bill you for such unpaid Fees.

Taxes: Payments of any taxes due shall be the sole and complete responsibility of the responsible Party. Service Providers or Potential Leads and Leads.

TRACKING COMMUNICATIONS

Highland may track the occurrence of communications between Leads and Service Providers that occur off of the Highland Program via email, text message, or any other means, whether initiated by a Consumer or Service Provider. In order to track the occurrence of such communications, Highland may obscure Service Provider contact information in a Service Provider profile, replace Service Provider contact information in a Service Provider profile with a different piece of contact information that will forward to the Service Provider, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, Highland will not record or review the content of any communications that do not come into contact with the Highland Program unless Highland first obtain your permission. If you send text messages with a Consumer or Service Provider using the telephone number for that User available on the Highland Program, Highland may use a third-party service provider to track these text messages. Highland track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, Highland and our service provider will receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.

DISPUTES BETWEEN OR AMONG USERS

Highland values our Service Providers and Leads, and Highland understand that occasionally disputes may arise between them. Our goal is to provide tools to help resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Highland Program cannot be resolved independently, you agree, at Highland’s request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Highland or a neutral third-party mediator or arbitrator selected by Highland. Notwithstanding the foregoing, you acknowledge and agree that Highland is under no obligation to become involved in or impose resolution in any such dispute

INTELLECTUAL PROPERTY RIGHTS

Highland Content may be protected by applicable copyright, trademark, and other laws of the United States,. Except as expressly provided in these Terms, Highland exclusively owns all right, title, and interest in and to the Highland Program.

FEEDBACK

By sending Highland any feedback, comments, questions, or suggestions concerning Highland or our services, including our Highland Program, the Lead, Proposed Lead or Service Provider providing such feedback represents that they have the right to provide such feedback; that such feedback is not confidential and does not violate any applicable law and that the feedback provided is true and correct to the best of the user’s knowledge. By sending Highland any feedback, you further agree that Highland is under no obligation of confidentiality, express or implied, with respect thereto and that Highland may use such feedback for any purposes, including promotional. This section will survive any termination of your Account or the Highland Program.

NO ENDORSEMENT OR WARRANTY

Highland does not endorse, warrant or make any representation (except those expressly and unambiguously made by Highland directly on the Highland Program) concerning any Lead, Proposed Lead, Service Provider, or any Services, and Highland is not a party to any agreements between or among Service Providers and Leads. Highland does not perform Services and disclaims all liability with respect thereto. No agency, partnership, joint venture, or employment is created as a result of the Terms or any Lead, Proposed Lead or Service Provider’s use of the Highland Program. Leads, Proposed Leads and Service Providers are required by these Terms to provide accurate information, and although Highland may undertake additional checks and processes designed to help verify the information provided, Highland does not make any representations about, confirm, or endorse any Lead, Potential Lead or Service Provider, regardless of the specific Highland services they are using or any involvement by Highland personnel in providing or scheduling those services. Any reference on the Highland Program or otherwise to the qualifications, licensing or insurance of a Service Provider represents only information received from a Service Provider and not any guarantee, warranty or confirmation of such. Highland has no responsibility for any damage or harm resulting from the interaction between Leads, Potential Leads and Service Providers.

By using the Highland Program, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of Service Providers will be limited to a claim against those particular Service Providers or other third-parties. No attempt will be made to impose liability on or seek any legal remedy from Highland with respect to such actions or omissions. This section will survive any termination of your Account or the Highland Program.

ACCOUNT SUSPENSION OR TERMINATION

Highland, in our discretion, with or without cause, with or without prior notice and at any time, may suspend, deactivate or cancel your Highland Account in whole or in part. You may cancel your use of the Highland Program and/or terminate your Account pursuant to the Referral Agreement at any time by following the “Settings” link in your profile, clicking “Account,” and clicking “Deactivate Account.” Please note that if your Account is canceled, Highland do not have an obligation to delete or return to you any Content you have posted to the Highland Program, including, but not limited to, any reviews. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.

ARBITRATION PROVISION.

This Section is intended to be interpreted broadly and governs any and all disputes between you and Highland, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. By agreeing to these Terms, you agree to resolve any and all disputes with Highland as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Highland’s support department through its website. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Highland support department, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the AAA rules. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Highland Program will be finally settled by this binding arbitration.

The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award will be written and will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

YOU AND HIGHLAND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

This Arbitration Provision section will survive any termination of your Account or the Highland Program.

GOVERNING LAW

The Terms and the relationship between you and Highland will be governed in all respects by the laws of the state of New York, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Highland that is not subject to arbitration must be resolved by a state court located in Monroe County New York. You hereby waive any and all jurisdictional and venue defenses otherwise available.

DISCLAIMERS

YOUR USE OF THE HIGHLAND PROGRAM IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT HIGHLAND DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO SERVICE PROVIDERS. THE HIGHLAND PROGRAM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. HIGHLAND, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE HIGHLAND PROGRAM.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE HIGHLAND PROGRAM INCLUDING BUT NOT LIMITED TO ANY POTENTIAL LEADS AND LEADS AND/OR SERVICE PROVIDERS. YOU UNDERSTAND THAT HIGHLAND DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF LEADS, POTENTIAL LEADS OR SERVICE PROVIDERS OR TO REVIEW OR VET ANY SERVICES

LIMITATION OF LIABILITY

HIGHLAND SHALL NOT BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIGHLAND HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; OR (C) YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE HIGHLAND PROGRAM. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF HIGHLAND AND/OE ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO HIGHLAND BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE.

INDEMNIFICATION

All Users agree to defend, indemnify, and hold Highland and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your interaction with any User; and (C) the request or receipt or offer or provision of Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Services.

GENERAL

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that Highland may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Highland Program. With your consent, Highland, Potential Leads, Leads, Service Providers, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Highland, Potential Leads, Leads, Service Providers, or other individuals you also consent to the use of an electronic record to document your agreement.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Highland on the Highland Program, will constitute the entire agreement between you and Highland concerning the Highland Program or Services obtained through the Highland Program. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.

Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and Highland’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Highland Program or the Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Contact Information: If you have any questions about these Terms or the Highland Program, please contact Highland by sending an email.