By using the www.highbranch.com website, (the "Website") operated by Highbranch Corporation ("Highbranch"), you agree to be bound by these Terms of Use (this "Agreement"), whether or not you register as a member of the Website ("Member"). If you wish to become a Member and make use of the Highbranch service (the "Service"), please read these Terms of Use. If you object to anything in this Agreement or the Highbranch Privacy Policy, do not use the Website or the Service. By accessing the Website or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein. These Terms of Use are subject to change by Highbranch at any time, effective upon posting on the Website, and your use of the Service after such posting will constitute acceptance by you of such changes.

1. Eligibility. Membership in Highbranch.com is void where prohibited and can be voided at the discretion of Highbranch.com. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

2. Membership. You may become a Member of the Service at no cost. As a Member, you will have the ability to participate in all of the features and services available within the Service. This membership policy is subject to change at any time without notice.

3. Term. This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership and/or subscription at any time, for any reason by sending email notice of termination to support@highbranch.com. If you terminate your subscription, your subscription will remain active until the end of your then-current subscription period (that is, the subscription period through which you had paid prior to your termination). Highbranch may terminate your membership and/or subscription by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Highbranch. If Highbranch terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of Highbranch. Highbranch is not required to provide you notice prior to terminating your membership and/or subscription. Highbranch is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

4. Non-commercial Use by Members. The Website is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Service or the Website for any purpose. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website is with the permission of Highbranch, which may be revoked at any time, for any reason, in Highbranch's sole discretion.

5. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Highbranch of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Highbranch will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your Window's Live ID to your Highbranch account.

6. Your Interactions with Other Members. You are solely responsible for your interactions with other Members. You understand that Highbranch does not in any way screen its Members, nor does Highbranch inquire into the backgrounds of its Members or attempt to verify the statements of its Members. HIGHBRANCH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. IN NO EVENT SHALL HIGHBRANCH BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT HIGHBRANCH MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS.

7. Use of Website and Service.

• (a) Highbranch owns and retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of Highbranch, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.


• (b) Your use of the Service must be in accordance with any and all applicable laws and regulations.


• (c) You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service or to attend parties or other social functions or networking for commercial purposes. You Although Highbranch cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.


• (d) All information you include in your Member profile must be accurate, current and complete.
• (e) Content posted by members must be courteous and respect the rights of other members. Highbranch.com takes no responsibility regarding content posted by members and reserves the right to exclude content that it determines is not in the best interest of the site and its members.
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8. Prohibited Activities. Highbranch reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:

• You will not impersonate any person or entity.
• You will not "stalk" or otherwise harass any person.
• You will not express or imply that any statements you make are endorsed by Highbranch without our specific prior written consent.
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
• You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
• You will not interfere with or disrupt the Service or the Website or the servers or networks connected to the Service or the Website.
• You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
• You will not "frame" or "mirror" any part of the Service or the Website, without Highbranch's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Highbranch or the Service or the site in order to direct any person to any other web site for any purpose.
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.
• You will not use the Service if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
• You will not use the Service if you are a convicted sex offender.

9. Modifications to Service. Highbranch reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Highbranch shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

10. Blocking of IP Addresses. In order to protect the integrity of the Service, Highbranch reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Website.

11. Member Disputes. You are solely responsible for your interactions with other Highbranch Members. Highbranch reserves the right, but has no obligation, to monitor disputes between you and other Members.

12. Privacy. Use of the Website and/or the Service is also governed by our Privacy Policy.

13. Disclaimers. Highbranch is not responsible for any incorrect or inaccurate content posted on the Website or in connection with the Service, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. Highbranch is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. Highbranch assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. Highbranch is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Service. UNDER NO CIRCUMSTANCES WILL HIGHBRANCH OR ANY OF ITS AFFILIATES, ADVERTISERS, PROMOTERS OR DISTRIBUTION PARTNERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE WEBSITE OR THE SERVICE, ANY CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO MEMBERS, OR ANY INTERACTIONS BETWEEN USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE. THE WEBSITE AND THE SERVICE ARE PROVIDED "AS-IS" AND HIGHBRANCH EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HIGHBRANCH CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE SERVICE.

14. Links. The Service may provide, or third parties may provide, links to other websites or resources. Because Highbranch has no control over such sites and resources, you acknowledge and agree that Highbranch is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Highbranch shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.

15. LIMITATION ON LIABILITY. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL HIGHBRANCH BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ALSO LOST PROFITS ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE, EVEN IF HIGHBRANCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HIGHBRANCH'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO HIGHBRANCH FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

16. U.S. Export Controls. Software from the Website (the "Software") is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

17. Jurisdiction and Choice of Law. If there is any dispute arising out of the Website and/or the Service, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the Commonwealth of Massachusetts for the resolution of any such dispute.

18. Indemnity by You. You agree to indemnify and hold Highbranch, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

19. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

20. Assignment. Highbranch may assign this Agreement in connection with a sale of all or substantially all the assets of Highbranch to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.

21. Other. This Agreement contains the entire agreement between you and Highbranch regarding the use of the Website and/or the Service. If any provision of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.