Terms of Service

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You represent and warrant that you have the legal capacity to enter into this agreement. If you are using the services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time at our sole discretion. We will provide notice of material changes by updating the "Last Updated" date at the top of these Terms and, where appropriate, by sending an email notification to users. Changes will be effective immediately upon posting for new users, and 30 days after posting for existing users. Your continued use of our services after such changes constitutes your acceptance of the new Terms. If you do not agree to the revised Terms, you must stop using our services.

If you create an account with us, you are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to: (1) provide accurate, current, and complete information; (2) maintain and promptly update your account information; (3) maintain the security of your account credentials; (4) not share your account credentials with any third party; and (5) notify us immediately at security@whitehiggs.com of any unauthorized use of your account or any other breach of security.

All content on our website, including text, graphics, logos, images, and software, is the property of White Higgs or our licensors and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in any intellectual property owned or licensed by White Higgs, except for the limited license expressly set forth herein.

You retain ownership of any content you submit to our website ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content in connection with operating and providing our services. You represent and warrant that: (1) you own or have the necessary rights to your User Content; (2) your User Content does not infringe or violate the rights of any third party; and (3) your User Content complies with these Terms and all applicable laws.

You agree not to use our services for any unlawful or prohibited purpose. Prohibited activities include, but are not limited to:

• •Violating any applicable laws, regulations, or third-party rights
• •Infringing or misappropriating the intellectual property rights of others
• •Transmitting any material that contains viruses, trojan horses, worms, or any other harmful or destructive code
• •Attempting to gain unauthorized access to our systems, networks, or user accounts
• •Interfering with or disrupting the integrity or performance of our website or services
• •Engaging in any activity that could damage, disable, overburden, or impair our infrastructure
• •Collecting user information without their consent
• •Impersonating another person or entity, or falsely stating or misrepresenting your affiliation with a person or entity
• •Using our services for any illegal or unauthorized purpose
• •Engaging in any automated use of the system, such as using scripts to send comments or messages

You agree to defend, indemnify, and hold harmless White Higgs and its licensors, service providers, employees, agents, officers, and directors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (1) your violation of these Terms; (2) your User Content; (3) your use of the Services; or (4) your violation of any rights of another. This indemnification obligation will survive the termination of these Terms and your use of the Services.

We may terminate or suspend your access to our services immediately, without prior notice or liability, for any breach of these Terms or for other reasonable causes, including but not limited to: (1) violations of these Terms; (2) requests by law enforcement or other government agencies; (3) a request by you to terminate your account; (4) discontinuance or material modification of the Services; or (5) unexpected technical issues or problems. Upon termination, your right to use the Services will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. For any disputes not subject to the arbitration provision below, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Delaware. Notwithstanding the foregoing, we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country. This provision does not affect your statutory rights as a consumer where applicable law in your jurisdiction prohibits such a choice of law provision.

Any dispute arising out of or relating to these Terms or our Services shall first be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation, both parties agree to resolve the dispute through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, in English, and the arbitral decision may be enforced in any court. Nothing in this section prevents either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services. YOU AND WHITE HIGGS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. If the provision cannot be modified to be enforceable, the provision shall be severed from these Terms and shall not affect the enforceability of the remaining provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of White Higgs. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

These Terms, together with our Privacy Policy and any other legal notices published by us on the Services, constitute the entire agreement between you and White Higgs regarding your use of our services and supersede all prior and contemporaneous written or oral agreements, understandings, or communications on the subject matter. These Terms may not be modified except in writing signed by an authorized officer of White Higgs or by the posting of a revised version by us.

If you have any questions about these Terms, please contact us at legal@whitehiggs.com or by mail at: White Higgs LLC, 1234 Legal Avenue, Suite 500, Wilmington, DE 19801, United States.