Privacy Policy

Hi Energy Rocket Terms of Service

Terms of Service
Last Updated: 7/14/2025
1. INTRODUCTION
Please read these Terms of Service (the “Terms of Service” or “Agreement”) carefully as this is
a binding agreement between Hi Energy Agency LLC, its affiliates, and any of its or their
respective successors or assigns (“Hi Energy”, “we”, “our”, or “us”) and you (“you” or
“your”).
These Terms of Service apply to your access to and use of the Hi Energy website, software,
application (including mobile applications), technology, tools, services, products, and
functionalities made available to you by us (the “Services”).
The Services are offered to you by Hi Energy and its development and technology partners,
suppliers, service providers, licensors and licensees (collectively, “Third Party Providers”)
who may assist in the development, hosting, operation, distribution, marketing, publication or
exploitation of the Services.
By accessing or using the Services in any way or clicking on the “I Accept” or similar button,
you represent and warrant that (i) you have read and understand these Terms of Service, (ii) you
accept without modification and agree to be bound by these Terms of Service (iii) you are of
legal age to form a binding contract with Hi Energy, and (iv) you have the authority to enter into
and agree to these Terms of Service personally or on behalf of the company, entity, or
organization (“Subscribing Organization”) you have designated as the user of the Services, to
bind that Subscribing Organization to these Terms of Service and to grant the licenses set forth
herein. In addition, we require your express acceptance to these Terms of Service when you
register an account to access and use the Services.
If you do not agree to be bound by these Terms of Service, or if you are below the age of
legal majority where you reside, then you are not permitted to access or use the Services or
register for access or use of the Services. Accordingly, if you do not agree to these Terms of
Service do not access or otherwise use any of the Services.
THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION (SEE
SECTION 14) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN
JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES
AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Your use of certain Services may be subject to additional terms (“Supplemental Terms”) and
such Supplemental Terms will either be listed in the Terms of Services or will be presented to
you for your acceptance when you sign up to use the supplemental Services. If the Terms of
Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall controlMBF\893978\0001\40529998.v1-4/28/25
solely with respect to your use of such Services. The Terms of Service and any applicable
Supplemental Terms are collectively referred to herein as the “Terms of Service.”
If you are an enterprise level client and have entered into a separate enterprise agreement with Hi
Energy, the terms of that agreement will supersede and control to the extent of any conflict with
these Terms of Service.
You agree that the form and nature of the Services may change without prior notice or liability to
you and that future versions of the Services may be incompatible with content and data created
on previous versions of the Services. You further agree that Hi Energy may stop (permanently or
temporarily) providing all or any portion of the Services (or any features thereof) to you or to
users generally at Hi Energy’s sole discretion, without prior notice or liability to you. We may
amend any of the terms of these Terms of Service by posting the amended terms. If you do not
agree to any such change(s), you must stop using the Services. Your continued use of the
Services after the effective date of the revised Terms of Service constitutes your acceptance of
the terms, as revised. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE
THEN-CURRENT TERMS OF SERVICE. For example, we may make changes to these Terms
of Service or Services due to: (i) changes to the law or regulatory requirements, (ii) security or
safety reasons, (iii) circumstances beyond our reasonable control, (iv) changes we make in the
usual course of developing our Services, or (v) to adapt to new technologies.
You agree that Hi Energy is not obligated to provide any maintenance, technical or other support
for the Services. However, you may ask questions by contacting us at
support@hienergyagency.com.
2. MINORS AND BLOCKED PERSONS
The Services are not available to persons under the age of legal majority in your jurisdiction of
residence.
The Services are also not available to any users previously removed from the Services by Hi
Energy or to any persons barred from receiving them under the laws of the United States (such as
its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.
BY REGISTERING FOR AN ACCOUNT OR OTHERWISE USING THE SERVICES, YOU
REPRESENT THAT YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR
JURISDICTION OF RESIDENCE AND THAT YOU HAVE NOT BEEN PREVIOUSLY
REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE SERVICES.
3. PRIVACY
Please see our Privacy Policy found at [LINK] for information relating to how we collect, use,
and disclose your personal information, and how you can manage your online privacy when you
use the Services. The Services are subject to the Privacy Policy and by using the Services, you
consent to our collection, use, and sharing of your information as set forth therein.MBF\893978\0001\40529998.v1-4/28/25
4. USE OF SERVICES
Certain content and Services that we may offer or that you may wish to access may require that
you first register with us and create an account (“User Account”). To establish a User Account,
you may be required to provide Hi Energy with certain personal information, including without
limitation, your first and last name, e-mail address, as well as payment processing account
information. You agree that you will supply accurate information, and that you will update that
information promptly if it changes. Hi Energy reserves all rights to pursue legal action against all
persons who misrepresent personal information or who are otherwise untruthful about their
identity, and to suspend or cancel User Accounts registered with inaccurate or incomplete
information. Multiple accounts may not be created sharing the same name, email, credit card or
payment processing account(s). By registering for a User Account, you agree that we may
display your username and profile picture, if any. If you wish to cancel your User Account, you
may do so by selecting the cancel option under your account settings within the website or web
application or by contacting us. You are solely responsible for backing up and/or migrating any
data prior to cancellation. If you cancel your User Account, you will not be able to access or
reactivate the User Account.
You are solely responsible for maintaining the confidentiality of your User Account, your
password and for restricting access to your computer. If you permit others to use your User
Account credentials, you agree to these Terms of Service on behalf of all other persons who use
the Services under your User Account or password, and you are responsible for all activities that
occur under your User Account or password. If you become aware of any unauthorized use of
your data or User Account for the Services, you agree to notify us immediately at
support@hienergyagency.com.
You may be able to invite team members or third-party professional advisors to access your User
Account, including agents, business managers and accountants (each an “Additional User”). If
you send an Additional User an invite to join your User Account, you represent and warrant that
you have permission to use their email for such purpose. You may be able to provide such
Additional User with various account level access, including, by way of example “Read Only” or
“Editing” access and may change that access at any time via your User Account settings or by
contacting us at support@hienergyagency.com. All Additional Users will need to separately
agree to be bound by these Terms of Service. If you permit others to use your User Account
credentials, or permit any Additional Users, you understand and agree that you are responsible
for all activities that occur under your User Account or password.
Unless expressly permitted in writing by Hi Energy, you may not sell, rent, lease, share,
distribute or provide access to your account to anyone else, including without limitation,
charging anyone for access to administrative rights on your account, allowing a third party to use
your account and the Services, and making your account available to third parties on a software-
as-a-service, hosted services, time-sharing, service bureau or similar basis. Hi Energy reserves all
available legal rights and remedies to prevent unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your
Internet Service Provider (ISP) regarding such unauthorized use. YOU AGREE THAT YOU
HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR USER ACCOUNT,MBF\893978\0001\40529998.v1-4/28/25
AND THAT ALL RIGHTS IN AND TO THE USER ACCOUNTS ARE AND SHALL
FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF HI ENERGY.

By creating a User Account or signing up for Services, including as an Additional User under an
existing User Account, you understand and consent to us sending you (including but not limited to via email, SMS text messaging, and/or in-app messaging) information regarding the Services, such as: (i) notices about your use of the Services, including notices of violations of use; (ii) updates to the Services and new features or products; (iii) administrative messages and other information; and (iv) advertising, marketing, and other materials regarding Hi Energy’s products and services. Please review your settings in your User Account to control the service
notifications you receive from us. You may unsubscribe from commercial content at any time by
emailing us at support@hienergyagency.com.

5. SERVICES OVERVIEW
Certain content and Services we may offer provide users with a singular platform to observe,
organize, consolidate, track and manage and export data and other information tied to affiliate
marketing networks and the affiliate ecosystem.
‍
In connection with your use of the Services and as part of the functionality of the Services as
applicable, you may be able to link and connect the Services to your selected third-party sources, including, without limitation affiliate networks, websites, tools, applications, dashboards and portals (each, a “Source” and collectively “Sources”) in order to provide us with data and information that may be made available to you by third parties in the affiliate ecosystem. You represent and warrant to Hi Energy that Hi Energy is allowed to connect the Services to the Sources on your behalf, including without limitation through the use of an API connection on your behalf and for your benefit and any necessary login credentials, and that such use of and access of the API connection and any necessary login credentials by Hi Energy does not infringe any terms or agreements between you and the Sources.
‍
You understand, acknowledge and agree that Hi Energy has no control over the Sources
and is not responsible or liable for any use of the Sources. Hi Energy does not in any way
guarantee the Sources or any information contained thereon. You understand,
acknowledge and agree that you may be able to use the Services in conjunction with the
Sources, and that Hi Energy disclaims any and all liability whatsoever for any actions or
inactions on the part of the Sources resulting in any inability to use the Services to access
accounts, obtain data, download transactions, or otherwise use or access the Sources.
‍
You understand, acknowledge and agree that when you access data and information through the Services, certain API keys, account access number(s), password(s), security question(s) and
answer(s), account number(s), login information, and any other security or access information
(collectively, “Source Access Information”) each Source, and the actual data in your user
account(s) with such Sources, including, without limitation affiliate data, performance metrics,
and transaction information, as may be applicable (collectively, “User Data”), may be collected
and stored in the Services. You expressly authorize Hi Energy and our Third Party Providers, in
conjunction with the operation and hosting of the Services, to use the Source Access Information to (i) collect, store display and use the User Data in furtherance of the Services, (ii) reformat and manipulate the User Data, (iii) access the Sources, (iv) sync the Services to the Sources, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv) above. In accessing and using the Services you represent that you are the legal owner of the Source Access Information and the related Source account and that you have the authority to appoint, and do expressly appoint, Hi Energy or our Third Party Providers as your agent with limited power of attorney to access and retrieve User Data on your behalf and to take such actions as authorized in (i) through (v) above. You agree that we and our Third Party Providers are not responsible for the accuracy and completeness of the Source Access Information or the User Data. Any transactions or informational activities performed on any of the Sources are not made through the Services and Hi Energy assumes no responsibility for such transactions or activities. You acknowledge that you are solely responsible for any charges associated with any Sources.
‍
You further understand, acknowledge and agree that (x) some Sources may not allow the
Services to access and connect with the Source, (y) Changes or updates to the Sources, with or
without notice to Hi Energy, may prevent or delay aggregation of the User Data, and (z) The
collection and refresh of User Data between the Services and the Sources may occur at varying
intervals dependent on each Source and so your most recent User Data may not always be
reflected in the information presented to you through the Services. In the event that you see a
discrepancy in the User Data, and in any case before making any decisions based on information
presented in the Services, you represent and warrant to Hi Energy that you have confirmed that
applicable User Data is correct, up to date and accurate.
To the extent permitted by applicable law, Hi Energy takes no responsibility and assumes no
liability for any Source Access Information or User Data or for any loss or damage resulting
therefrom. You are solely responsible, at your sole cost and expense, for creating backup copies
of and replacing any Source Access Information or User Data you transmit through the Services.
Your use of the Services is at your own risk.
Notwithstanding anything herein to the contrary, Hi Energy shall have the right to collect,
download and analyze data and other information relating to the access, provision, use and
performance of various aspects of the Services and related systems and technologies, including, without limitation, information concerning the User Data, activity on the Services and data, metrics and analytics derived therefrom (collectively, “Services Data”). Hi Energy will be free to use the Service Data: (a) to improve and enhance the Services, (b) for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings and (c) to use and disclose such Services Data solely in aggregated, anonymized or other de- identified form.  
6. SUBSCRIPTIONS; BILLING
Hi Energy offers both free and paid Services through your specific plan which will be identified
through the Services and made available when you register, order or pay for the Services (the
“Order Form”). Your permitted scope of use – such as features available, permitted number Sources or exports, number of users and other usage limits – dependent upon the agreed plan that you select and will be specified on your Order Form.
If you are using a free version of the Services (“Unpaid Subscription”) you will be subject to
certain data and use limits as detailed on our subscriptions page
https://www.hienergyrocket.com/pricing and/or the applicable Order Form. 
‍
If you choose to subscribe to a paid version of the Services (each, a “Paid Subscription”), you
agree to pay the fees (“Fees”) as displayed on our subscriptions page
https://www.hienergyrocket.com/pricing and/or as agreed upon by you on the applicable Order
Form when you purchase the Paid Subscription. Paid Subscriptions are provided on a subscription basis for a set term designated on the applicable Order Form (each, a “Subscription Term”). Unless otherwise specified on the applicable Order Form, each Subscription Term shall automatically renew for the same period as the then-current Subscription Term unless either party gives the other written notice of termination at least seven (7) days prior to expiration of the then-current Subscription Term (e.g., monthly Paid Subscriptions will automatically roll over month-to-month and annual Paid Subscriptions will automatically renew for additional 12-month periods). If you do not cancel your subscription or terminate your User Account during the renewal period, we will charge you for any renewal term upon the applicable anniversary of a Subscription Term. Note that under an annual Paid Subscription, you will not be permitted to cancel or downgrade the Paid Subscription you have selected until the renewal period above when you may provide written notice to terminate before the automatic renewal for a successive term.
If you select a Paid Subscription, you must provide our Third Party Provider for payment
services (e.g. Stripe) with current, complete, accurate and authorized payment method
information (e.g. credit card information). You authorize us via our Third Party Provider to
charge your provided payment method for the Services you have selected and for any paid
feature(s) that you choose, as applicable. You understand that failure to pay any charges or fees may result Hi Energy suspending, terminating, or cancelling your access to the Services, in
whole or in part, without any liability‍. 
All Fees for Paid Subscriptions shall be paid in accordance with the payment terms set forth in
the Order Form. If no payment terms are specified in the Order Form, then the following default
terms apply: (i) for monthly Paid Subscriptions, you will pay all Fees on the first day of each
month and (ii) for annual Paid Subscriptions, you will pay all Fees within thirty (30) days of
invoice. All Fees are non-refundable. We may calculate taxes payable by you based on the
billing information that you provide us at the time of purchase. You are responsible for all
charges related to using the Paid Subscription (for example, data charges and currency exchange
settlements). All Fees shall be paid in US Dollars. Any late payments shall be subject to a service
charge equal to 1.5% per month of the amount due or the maximum amount allowed by law,
whichever is less. Hi Energy reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of a Paid Subscription, we agree that the Fee will remain in force for that duration. Upon renewal, your use of the Services will be charged at the then- current Fee(s). If you don't agree to these changes, you must stop using the Services and cancel through the User Account settings within the Services or by contacting us at support@hienergyagency.com (with cancellation confirmation from a Hi Energy representative).
If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
From time to time, we may offer a trial subscription to the Services where you may use the
Services in accordance with these Terms of Service for the limited trial period designated on the
Order Form (the “Trial Period”). Trial subscriptions are permitted solely for your use to
determine whether to purchase a Paid Subscription. If you do not upgrade to a Paid Subscription at the end of the Trial Period, then your access to the Services may be limited, downgraded to an
Unpaid Subscription, or terminated (to be determined at Hi Energy’s sole discretion). Trial
subscriptions may not include all features or functionality offered as part of Paid Subscriptions,
and Hi Energy reserves the right to add or subtract any features or functionality at any time for
such plans. Hi Energy has the right to suspend or terminate a trial subscription at any time for
any reason.
Additionally, we may also designate the Services, or certain features or portions of the Services,
as a prerelease or beta version (“Beta Version”). You understand and acknowledge that the Beta
Version may not be at the level of performance and compatibility of the final, generally available
product offering and may contain bugs that may cause system or other failure and data loss. If
you discover any vulnerabilities or breaches related to your use of the Beta Version, you must
promptly contact Hi Energy and provide details of the vulnerability or breach. Hi Energy
reserves the right to modify the terms, conditions, and policies of any Beta Version from time to
time. Further, we may choose not to release or discontinue the Beta Version. Your access to the
Beta Version is subject to the entirety of these Terms of Service and any additional terms and
conditions presented to you. From time to time, you may be provided with the opportunity to
submit bug reports, questionnaires, issue reports, support information, enhancement requests,
and other similar reports to Hi Energy. All such reports are considered a Submission and subject
to the provisions of Section 8. Along with access to a Beta Version, you may be given access to
Confidential Information of Hi Energy, its affiliates and other third parties. If you are provided
any Confidential Information, you may use Confidential Information only as needed to use the
Beta Version as permitted under these Terms of Service. You may not disclose, publish, or
otherwise disseminate any Confidential Information to any third party, and you will protect
Confidential Information in the same manner that you protect your own confidential information
of a similar nature, using at least reasonable care. “Confidential Information” means nonpublic
information that Hi Energy or its affiliates or third parties designate as confidential or should
reasonably be considered confidential under the circumstances, including without limitation
software (object and source code), graphics, mechanics, concepts, documentation, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; or (iii) is rightfully disclosed to you by a third party without any confidentiality obligations. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Hi Energy and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
7. SERVICES LICENSE
The Services are owned and operated by Hi Energy. Unless otherwise indicated, all content,
information, and other materials on the Services (excluding User Data), including, without
limitation, Hi Energy’s trademarks and logos, the visual interfaces, graphics, design,
compilation, information, software, computer code (including source code or object code),
services, text, pictures, information, data, sound files, other files, and the selection and
arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual
property and proprietary rights and laws and are the property of Hi Energy or its subsidiaries or
affiliated companies and/or third-party licensors and all legal right, title and interest in and to the Materials and the Services, including any and all Intellectual Property Rights thereto, are vested in Hi Energy. “Intellectual Property Rights” mean any and all rights under patent law,
copyright law, trade secret law, trademark law, and any and all other proprietary rights.
Unless otherwise expressly stated in writing by Hi Energy, by agreeing to these Terms of Service
you are granted a limited, non-sublicensable license (i.e., a personal and limited right) to access
and use the Services for your personal use or internal business use only. Hi Energy reserves all
rights not expressly granted in these Terms of Service.
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The Hi Energy logos, and any other product or service name, logo, or slogan used by Hi Energy,
and the look and feel of the Services, including all page headers, custom graphics, button icons,
and scripts, are trademarks or trade dress of Hi Energy, and may not be used in whole or in part
in connection with any product or service that is not Hi Energy’s, in any manner that is likely to
cause confusion among customers, or in any manner that disparages or discredits Hi Energy,
without our prior written permission.
‍
All other trademarks referenced in the Services are the property of their respective owners.
Reference on the Services to any products, services, processes, or other information by trade
name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.
8. IDEA SUBMISSION
If you send us creative suggestions, ideas, notes, drawings, concepts, feedback or other
information (collectively the “Submissions”) such Submissions shall be deemed and shall
remain the property of Hi Energy in perpetuity. By making any Submission, the sender
automatically grants, or warrants that the owner of such material expressly grants, Hi Energy the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) throughout the universe and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for any purpose that Hi Energy chooses, whether internal, public,
commercial, or otherwise, without any compensation, credit or notice to the sender whatsoever.
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The sender waives all so-called “moral rights” in all Submissions. The sender further waives the
right to make any claims against Hi Energy relating to unsolicited Submissions, including, but
not limited to, unfair competition, breach of implied contract and/or breach of confidentiality.9. PROHIBITED CONDUCT YOU AGREE NOT TO violate any law, contract, intellectual property, or other third-party right; not to commit a tort, and that you are solely responsible for your conduct while on the Services.
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You agree that you will comply with these Terms of Service and will not:
 create, upload, transmit, distribute, or store any content that is inaccurate, unlawful,
infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights,
harassing, threatening, abusive, inflammatory, or otherwise objectionable;
 impersonate any person or entity; falsely claim an affiliation with any person or entity;
access the User Accounts of others without permission; forge another person’s digital
signature; misrepresent the source, identity, or content of information transmitted via the
Services; or perform any other similar fraudulent activity;
 delete, remove, circumvent, disable, damage, or otherwise interfere with (i) security-
related features of the Services, (ii) features that prevent or restrict use or copying of any
content accessible through the Services, (iii) features that enforce limitations on the use
of the Services, or (iv) the copyright or other proprietary rights notices on the Services;
 send junk mail or spam to users of the Services or to any e-mail address or contact
information available through the Services, including without limitation unsolicited
advertising, promotional materials, or other solicitation material; bulk mailing of
commercial advertising, chain mail, informational announcements, charity requests,
petitions for signatures, or any of the preceding things related to promotional giveaways
(such as raffles and contests); and other similar activities;
 harvest or collect email addresses or other contact information of other users from the
Services or that are otherwise available through the Services;
 access any website, server, software application, or other computer resource owned, used,
and/or licensed by Hi Energy, including but not limited to the Services, by means of any
robot, spider, scraper, crawler, or other automated means for any purpose;
 defame, harass, abuse, threaten, or defraud users of the Services or third parties, or collect
or attempt to collect, personal information about users or third parties without their
consent;
 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source
code of the Services or any part thereof, except and only to the extent that this activity is
expressly permitted by the law of your jurisdiction of residence;
 modify, adapt, translate, or create derivative works based upon the Services or any part
thereof, except and only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation;
 interfere with or damage the operation of the Services or any user’s enjoyment of them,
by any means, including uploading or otherwise disseminating viruses, adware, spyware,
worms, or other malicious code;
 interfere with or disrupt the Services or servers or networks connected to the Services, or
disobey any requirements, procedures, policies, or regulations of networks connected to
the Services;
 use the Services for any illegal purpose, or in violation of any local, state, national, or
international law or regulation, including without limitation laws governing intellectual
property and other proprietary rights, data protection, and privacy; and
 use the Services for comparative analysis or to build a competing service.
10. TERMINATION
Subject to the terms and conditions of these Terms of Service, including Section 6, you may
terminate the Services and your User Account by sending an email to
support@hienergyagency.com or by following the prompts for termination within the Services.
To the fullest extent permitted by applicable law, Hi Energy reserves the right, without notice
and in our sole discretion, to terminate your license to use the Services and to block or prevent
your future access to and use of the Services, including where we reasonably consider that: (i)
your use of the Services violates these Terms of Service or applicable law; (ii) you fraudulently
use or misuse the Services; or (iii) we are unable to continue providing the Services to you due to technical or legitimate business reasons. The foregoing sentence includes the ability of Hi
Energy to terminate or to suspend your access to the Services under any Paid Subscriptions,
Unpaid Subscriptions, or during any Trial Period. To the fullest extent permitted by applicable
law, your only remedy with respect to any dissatisfaction with: (a) the Services, (b) any term of
these Terms of Service, (c) any policy or practice of Hi Energy in operating the Services, or (d)
any content or information transmitted through the Services, is to terminate your account and to discontinue use of any and all parts of the Services.
11.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold
harmless Hi Energy, its affiliated companies, and each of our respective Third Party Providers,
contractors, employees, officers, directors, agents,  third-party suppliers, licensors, and partners
(individually and collectively, the “Indemnified Parties”) from any claims, losses, damages,
demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or
related to your access, use, or misuse of the Services, your violation of the rights of any third
party, any violation by you of these Terms of Service, or any breach of the representations,
warranties, and covenants made by you herein. You agree to promptly notify the Indemnified
Parties of any third-party claim, and Hi Energy reserves the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify Hi Energy,
and you agree to cooperate with Hi Energy’s defense of these claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
12. DISCLAIMERS; NO WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) THE SERVICES
AND THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, DEFECTS,
AND ERRORS BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED BY LAW OR OTHERWISE, INCLUDING, BUT NOT
LIMITED TO, PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE; (II) HI ENERGY DOES NOT REPRESENT OR WARRANT THAT
YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR
LOCATIONS OF YOUR CHOOSING, THAT THE SERVICES WILL BE UNINTERRUPTED
OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) HI ENERGY DOES
NOT REPRESENT OR WARRANT THAT THE INFORMATION, CONTENT OR
MATERIALS ON THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT,
OR ERROR-FREE; (IV) HI ENERGY DOES NOT MAKE ANY WARRANTY OF ANY
KIND THAT THE SERVICES OR ANY OTHER PRODUCTS OR RESULTS OF THE USE
THEREOF, WILL MEET YOUR OR ANY OTHER PERSON OR ENTITY’S,
REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK
WITH ANY WEBSITE, PLATFORM, SYSTEM, OR OTHER SERVICES; (V) HI ENERGY IS
NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO
TEXT OR PHOTOGRAPHY; AND (VI) HI ENERGY DOES NOT REPRESENT OR
WARRANT THAT IT WILL PRESERVE OR MAINTAIN THE SOURCE ACCESS
INFORMATION OR USER DATA WITHOUT LOSS. USE OF THE SERVICES IS AT
YOUR OWN RISK AND MAY RESULT IN LOSS OR CORRUPTION OF DATA OR
OTHER UNINTENDED CONSEQUENCES.
HI ENERGY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE
FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THEMBF\893978\0001\40529998.v1-4/28/25
REASONABLE CONTROL OF HI ENERGY, INCLUDING INACCESSIBILITY OF THE
SOURCES, USER DATA, OR THE SOURCE ACCESS INFORMATION. 
THE INDEMNIFIED PARTIES SHALL NOT BE RESPONSIBLE FOR ANY DATA OR
CONTENT PROVIDED BY OR ON BEHALF OF YOU OR ANY THIRD PARTIES, NOR
SHALL THE INDEMNIFIED PARTIES HAVE ANY OBLIGATION TO REVIEW ANY
DATA OR CONTENT PROVIDED BY OR ON BEHALF OF YOU OR ANY THIRD
PARTIES.YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY
RESPONSIBLE FOR THE SOURCE ACCESS INFORMATION AND USER DATA
PROVIDED BY YOU AND/OR YOUR SELECTED SOURCES. HI ENERGY DISCLAIMS
ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR
RELIABILITY THEREOF AND HI ENERGY SHALL HAVE NO LIABILITY TO YOU OR
ANY THIRD PARTY IN CONNECTION THEREWITH.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM HI ENERGY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY
NOT EXPRESSLY STATED HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL
ACTIONS WHICH YOU TAKE BASED OFF OF THE INFORMATION OBTAINED FROM
THE SERVICES.
13. LIMITATION OF LIABILITY AND DAMAGES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT
SHALL HI ENERGY OR THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES
OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS,
OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE
CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY
DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION
OBTAINED FROM THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES,
DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE,
WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE,
THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS,
PROGRAMS, OR SERVICES; AND (II) IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF HI ENERGY, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT
LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR
RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE
AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE
TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR
ONE HUNDRED DOLLARS ($100 USD), WHICHEVER IS GREATER. TO THE EXTENT
THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, HI ENERGYMBF\893978\0001\40529998.v1-4/28/25
SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE
LAW.
YOU ACKNOWLEDGE AND AGREE THAT HI ENERGY HAS OFFERED THE
SERVICES, INFORMATION, MATERIALS, AND OTHER CONTENT AND DATA, SET
ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON
THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH
HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY
SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK
BETWEEN YOU AND HI ENERGY, AND THAT THE WARRANTY DISCLAIMERS AND
LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN YOU AND HI ENERGY. HI ENERGY WOULD NOT BE ABLE
TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS
WITHOUT THESE LIMITATIONS.
14. APPLICABLE LAW AND VENUE;
ARBITRATION
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO
ARBITRATE DISPUTES WITH HI ENERGY AND LIMITS THE MANNER IN WHICH
YOU CAN SEEK RELIEF FROM HI ENERGY.
‍
To expedite resolution and control the cost of any dispute, controversy or claim related to these
Terms of Service (“Dispute”), you and Hi Energy agree to first attempt to negotiate any Dispute
(except those Disputes expressly provided below) informally for at least thirty (30) days prior to
initiating any arbitration or court proceeding. Such informal negotiations commence upon
written notice from one person or entity to the other in accordance with the Notice section below.
Any dispute, claim or controversy arising out of or relating to these Terms of Service or the
breach, termination, enforcement, interpretation or validity thereof, including the determination
of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in
Chicago, Illinois before one arbitrator. The arbitration shall be administered by JAMS pursuant
to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment may be entered in any court
having jurisdiction. Notwithstanding the foregoing, Hi Energy may seek (and obtain) injunctive
or other equitable relief in any court of competent jurisdiction. Without limiting or waiving any
right or remedy to which Hi Energy or its assigns may be entitled under these Terms of Service
or applicable law, in the event of any actual or threatened breach of these Terms of Service by
you or on your behalf, Hi Energy would be irreparably damaged if these Terms of Service were
not specially enforced and, as such, you agree that Hi Energy shall be entitled, without the need
to post bond or other security or provide proof of damages, to obtain injunctive relief or other
equitable relief in any court of competent jurisdiction. You may not, in any circumstance, seek to
enjoin or limit the availability of any of Hi Energy’s products or services. To the full extent
permitted by law: (I) no arbitration shall be joined with any other; (II) there is no right or
authority for any claim related to these Terms of Service or Hi Energy’s products or services to
be arbitrated on a class action basis or to utilize class action procedures; and (III) there is no right
or authority for any claim to be brought in a purported representative capacity on behalf of the
general public or any other persons. YOU AND HI ENERGY 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. Further, unless both you and Hi Energy
agree otherwise, 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 HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT
TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH,
TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH
THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION,
WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM
FOR FRAUDULENT INDUCEMENT THEREOF. YOU UNDERSTAND THAT,
ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT
AND HAVE A JURY TRIAL.
Except as expressly provided otherwise, this Agreement shall be governed by, and will be
construed and enforced under, the laws, rules and regulations of the United States of America
and the laws, rules and regulations of the State of Illinois, excluding conflict of law rules and
principles.
‍
YOU AND HI ENERGY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF
OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR
AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF
ACTION IS PERMANENTLY BARRED.
15. MISCELLANEOUS
a. Waiver. If we fail to exercise or enforce any right or provision of these Terms of
Service, it will not constitute a waiver of such right or provision. Any waiver of
any provision of these Terms of Service will be effective only if in writing and
signed by the relevant party.
b. Severability. If any provision of these Terms of Service is held to be unlawful,
void, or for any reason unenforceable, then that provision will be limited or
eliminated from these Terms of Service to the minimum extent necessary and will
not affect the validity and enforceability of any remaining provisions.
c. Notice. In accordance with provisions in this Terms of Service requiring Hi
Energy to give notice to you, we will do so by means of a general notice on our
website or electronic mail to your email address on record in your User Account
(if you have created a User Account), the choice of which being at our discretion.
Any provisions in this Agreement requiring you to give notice to Hi Energy can
be done so by means of email to:
support@hienergyagency.comMBF\893978\0001\40529998.v1-4/28/25by first class mail, postage prepaid, or overnight courier to:
Hi Energy Agency LLC
3724 North Milwaukee Avenue
Chicago, IL 60641
Attn: Support Team
Assignment.
These Terms of Service, and any rights and licenses granted
hereunder, may not be transferred or assigned by you, but may be assigned by Hi
Energy without restriction. Any assignment attempted to be made in violation of
this Terms of Service shall be void.
Survival.
Upon termination of these Terms of Service, any provision which, by
its nature or express terms should survive, will survive such termination or
expiration, including, but not limited to, Sections 8-15.
Entire Agreement.
The Terms of Service is the entire agreement between you
and Hi Energy relating to the subject matter herein and will not be modified
except by a writing signed by authorized representatives of both parties, or by a
change to these Terms of Service made by Hi Energy as set forth herein.