The High Bar Terms and Conditions (“Terms”)
Last updated: May 5, 2020
These Terms provide important information to you, including information about your obligations when using the Services, about content you access through the Services, about content you contribute to the Services, and about the limits of our liability to you. By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access or use the Services.
- PERMISSIBLE USE OF THE HIGH BAR SERVICES
By continuing to use the Services, you agree as follows:
- You understand and intend that these Terms are legally binding and the equivalent of a signed, written contract;
- You will use the Services in a manner consistent with applicable laws and regulations, and consistent with these Terms, as they may be amended by The High Bar from time to time;
- You agree not to copy, distribute, display or create derivative works from, decompile, disassemble or reverse engineer any portion of the Services;
- You agree not to remove or modify any copyright or other intellectual property notices that appear in the Services or on the Content;
- You accept that these Terms do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party websites or otherwise;
- You understand, accept, and have received these Terms, and acknowledge and demonstrate that you can access these Terms at will via The High Bar’s web site.
If you do not agree with and accept these Terms, please discontinue all further use of the Services.
- AUTHORIZED USERS
The premium features of The High Bar’s Sites and Services, including The High Bar’s Writing Guide at www.writeforthebar.com (“Writing Guide”), are accessible only to paying customers who are receiving bar preparation services under the terms of a Bar Exam Preparation Services Agreement (the “Services Agreement”) or who have purchased a subscription through the Sites. When you terminate your subscription or Services Agreement, you will no longer be able to access the premium features of the Sites or any information or materials found there.
In addition to purchasing a subscription or signing the Services Agreement, in order to access and use certain areas or features of the Sites, you will need to register for an account through The High Bar Sites. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update from time to time as necessary your account information, (c) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account. You accept full responsibility for any unauthorized use of the Sites through your account.
By creating an account with The High Bar, you also consent to receive electronic communications from The High Bar (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
Users who have signed up for bar exam preparation services (“Bar Exam Preparation Services”) will commit to the billing and payment terms set forth in their executed Services Agreement, which may billed on a monthly, package or up-front basis. Users who have subscribed to the Writing Guide will commit to the billing and payment terms selected at the time of subscription purchase, which may be billed on a monthly or longer-term basis. The High Bar will automatically bill the credit card on file, unless you have terminated your subscription or the Services Agreement in accordance with its terms. Users receiving Bar Exam Preparation Services and subscribers to the Writing Guide will be responsible for all payments and fees owed under The High Bar’s Refund/Cancellation Policy, available at: https://hitthehighbar.com/refund/.
Users receiving Bar Exam Preparation Services or subscribing to the Writing Guide shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by such User hereunder; provided, that in no event shall the User pay or be responsible for any taxes imposed on, or with respect to, The High Bar’s income, revenues, gross receipts, personnel, or real or personal property or other assets. All undisputed late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under New York law, calculated daily and compounded monthly. In addition to all other remedies available under these Terms, the Services Agreement, or at law (which The High Bar does not waive by the exercise of any rights hereunder), The High Bar shall be entitled to suspend the provision of any Services if you fail to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.
- THIRD PARTIES AND THIRD-PARTY SITES
- SUBMISSIONS TO THE SERVICES
You may submit test responses, essay answers, feedback, ideas, photos, or other content to the Services (collectively “Submissions”) in connection with your use of the Services, the Writing Guide, and Bar Examination Preparation Services. The High Bar reserves the right to delete or modify your Submissions in our sole discretion, and we have no obligation to store or display your Submissions.
For every Submission you post, submit or otherwise provide to The High Bar in connection with the Services, the Writing Guide, or Bar Exam Preparation Services, you grant The High Bar a perpetual, irrevocable, unlimited, royalty-free worldwide license to (a) use, copy, distribute, display, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Submission, in connection with the Services, the Writing Guide, or Bar Exam Preparation Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. The High Bar will not pay you for your Submission or to exercise any rights related to your Submission set forth in the preceding sentence. For each Submission, you agree to provide accurate and complete information and represent that you have all rights necessary to grant The High Bar the rights in this paragraph and that The High Bar’s use of the Submission will not infringe any third-party rights and that the Submission. You agree that The High Bar may promote and market for its own benefit Submissions made through the Services, the Writing Guide, or Bar Exam Preparation Services.
You are solely responsible for the content of all Submissions. The High Bar takes no responsibility and assumes no liability for any Submissions posted or submitted by you or any third party. You have full responsibility for each Submission you make, including its legality, reliability, and appropriateness, and for ensuring that your Submissions do not violate these Terms or the rights of any third party. The burden of determining whether any material is protected by copyright, trademark, or any other proprietary right of a third party is on you. You will be solely liable for any damage resulting from any Submission that you make.
- INTELLECTUAL PROPERTY
All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to you under these Terms or prepared by or on behalf of The High Bar in the course of providing the Writing Guide and the Bar Exam Preparation Services (collectively, the “Content”) shall be owned by The High Bar. Solely during the term of your subscription or Services Agreement, The High Bar hereby grants you a license to use all Intellectual Property Rights in the Content free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free basis only to the extent necessary to enable you to make reasonable use of the Services, the Writing Guide, and Bar Exam Preparation Services. The Services, the Writing Guide, and Bar Examination Preparation Services and the Content, features and functionality thereof are and will remain the exclusive property of The High Bar. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of The High Bar.
- MODIFICATIONS TO THE TERMS
The High Bar reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms, The High Bar grants you a personal, non-exclusive, non-transferable, limited privilege use the Services.
If you breach any of these Terms, The High Bar will have the right to suspend, disable or terminate your access to or use of the Services or Bar Exam Preparation Services, at its sole discretion and without prior notice to you. The High Bar will not be liable to you or any third party for termination of your access or use of the Services, the Writing Guide, or Bar Exam Preparation Services. Any suspension or termination will not affect your obligations to The High Bar under these Terms or the terms of your Services Agreement (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
- WARRANTY DISCLAIMERS
TO THE EXTENT ALLOWED UNDER LAW, THE HIGH BAR AND ITS AFFILIATES (AND THOSE THAT THE HIGH BAR WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS THE HIGH BAR HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), THE HIGH BAR AND ITS AFFILIATES (AND THOSE THAT THE HIGH BAR WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION, SUBMISSIONS OR THE CONTENT). THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, ESSAYS, TUTORIALS, INSTRUCTIONS, OPINIONS, AND SUGGESTIONS COME WITH NO EXPRESSED OR IMPLIED WARRANTIES OR LIABILITY. YOU EXPRESSLY AGREE TO USE THE HIGH BAR SITES, WRITING GUIDE, AND BAR EXAM PREPARATION SERVICES AT YOUR SOLE RISK. THE HIGH BAR IS NOT RESPONSIBLE FOR RESULTS OR IMPLIED OUTCOMES OF THE SERVICES OR BAR EXAM PREPARATION SERVICES. THE HIGH BAR DOES NOT WARRANT THAT THE CONTENT PROVIDED THROUGH THE SERVICES, WRITING GUIDE OR BAR EXAM PREPARATION SERVICES IS COMPLETE, WITHOUT ERROR, OR IS UP TO DATE.
IN NO EVENT SHALL THE LIABILITY OF THE HIGH BAR AND ITS AFFILIATES (AND THOSE THAT THE HIGH BAR WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF THE AMOUNTS PAID BY YOU TO THE HIGH BAR OVER THE PREVIOUS SIX (6) MONTHS.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE HIGH BAR AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF THE HIGH BAR OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless The High Bar, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, franchisees (and each of their officers, directors, and employees), agents, representatives, predecessors, successors and assigns (individually “The High Bar Party”, and collectively, the “The High Bar Parties”), from and against all actual or alleged The High Bar Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Services, Writing Guide, Bar Exam Preparation Services, or any Content provided to you by The High Bar (b) any Submissions you create, post, share or store on or through the Sites or otherwise provide through the Services, Writing Guide, or Bar Exam Preparation Services, (c) your violation of these Terms, (d) your violation of the rights of another, and (e) any third party’s use or misuse of the Sites, Services, Writing Guide, or Content provided to you. You agree to promptly notify The High Bar of any third party Claims and cooperate with the The High Bar Parties in defending such Claims. You further agree that the The High Bar Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and The High Bar.
If you cause a technical disruption of the Services, Writing Guide, Bar Exam Preparation Services, Sites or the systems transmitting the Sites to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. The High Bar reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with The High Bar in the defense of such matter.
- DISPUTE RESOLUTION, GOVERNING LAW & VENUE
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
- ENTIRE AGREEMENT
Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by The High Bar, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
You shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms without the prior written consent of The High Bar. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve you of any of your obligations under these Terms. The High Bar may assign, transfer, delegate or subcontract any of its rights or obligations under these Terms without reservation.
All notices, requests, consents, claims, demands, waivers, and other communications to you under this Agreement (each, a “Notice”) may be made in writing and addressed to the physical or email address on file with The High Bar. All Notices to The High Bar must be in writing and addressed to the address below:
Notice to The High Bar: Hit The High Bar, LLC, 902 Broadway, 6th Floor, Suite 17, New York, NY 10010, Attention: Legal
If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. The section titles in these Terms are solely used for the convenience of the parties and have no legal or contractual significance. The High Bar’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms constitute the entire agreement between you and The High Bar with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and The High Bar with respect to the Services. The following sections of these Terms shall survive any termination of these Terms: 3, 7, 8 and 10 through 18.