Last Updated: February 18, 2022
of http://hightouch.com (the “Site") owned and operatedby Carry Technologies, Inc. dba Hightouch,
(“Hightouch”, “our”, “us” or “we”). “You”, “your”or “Customer” means the entity that uses the Site.
Customer and Hightouch may be referred to in these Terms as a “Party” and collectively as the “Parties.”
By signing an Order Form (defined below) with Hightouch, Customer agrees to comply with and be
bound by these Terms. These Terms, together with any Order Form(s), constitutes the entire agreement
between Hightouch and Customer (the “Agreement”).
1.1. “Affiliate.” Any business entity controlling, controlled by or under common control with a Party
hereunder. Customer will be responsible for all acts and omissions of its Affiliates, as if they were
1.2. “Confidential Information” means (i) the Agreement, (ii) with respect to Hightouch, non-public
aspects of the Hightouch Technology, the Site, and itional services provided by Hightouch (and the
operation thereof), and Hightouch’s business, technical or financial information and data, (iii) with respect
to Customer, Customer Data, and non-public aspects of Customer’s technology, computer programs,
and business, technical and financial information and data.
1.3. “Customer Data.” Non-public data provided by Customer to Hightouch to enable the provision
of the Site and other services, including protected health information, as defined in the Health Insurance
Portability and Accountability Act of 1996 (as amended, “HIPAA”).
1.4. "Destination." A type of application connected to the Site by Customer to which the Site sends
data. Multiple instances of one destination count as one Destination. For example, if Customer
connects two Salesforce accounts, Customer is only billed for one Destination.
1.5. “Standard Destination.” A Destination listed as Standard on the Site.
1.6. “Premium Destination.” A Destination listed as Premium on the Site.
1.7. “Paid Destination.” A Destination listed as Standard or Premium on the Site.
1.8. “Free Destination.” A Destination listed as Free on the Site.
1.9. “Event.” A record that the Site queries in a Source via a Sync and inserts (but does not update)
in the Destination.
1.10. “Hightouch Technology.” The computer hardware, software and other tangible equipment and
intangible computer code necessary to deploy and make available the Site.
1.11. "Monthly Active Objects" or "MAO." The number of unique Objects to be queried in a Source
in a month.
1.12. “Object.” A record that the Site queries in a Source via a Sync and is then updates in a
1.13. "Operation." An operation is one of an addition, deletion, or modification executed by the Site
to a Destination. An addition, deletion, or modification typically consists of one or more application
programming interfaces (API) calls made from the Site to a Destination.
1.14. “Order Form.” Any order form referencing and incorporating these Terms, which shall be in
writing, signed by both Parties, and shall specify the products or services to be purchased or licensed by
Customer from Hightouch.
1.15. “Service Term.” The period of time indicated in an Order Form beginning upon an Order
Effective Date and ending on the last day of the Service Term set forth in the Order Form.
1.16. “Source.” A data repository of Customer connected to the Site from which the Site reads data.
An example of a Source is a Snowflake data warehouse or Google Sheet.
1.17. “Sync.” A process created by Customer in the Site that defines how and when data is moved
from Source to Destination by the Site.
1.18. “Users.” The number of identifiable unique persons consisting of Customer's personnel and
independent contractors who are authorized to access and use the Site, as specified in the applicable
Order Form(s). Users include Customer’s third party contractors, outsourcers, consultants and other
service providers, solely to the extent providing services to Customer.
2.0 Access to Services.Subject to the terms and conditionshereof, during the Service Term set
forth in the applicable Order Form, Hightouch hereby grants to Customer a non-exclusive,
non-sublicensable right to access and use the Site for the number of Users and the Destinations, Events
and Objects set forth on the applicable Order Form and solely for Customer’s internal business
3.0 Use Restrictions.Customer shall not, nor shall itpermit or assist others to, (i) abuse or
fraudulently use the Site; (ii) process or permit to be processed the data of any third party that is not
expressly authorized herein to access and use the Site; (iii) attempt to copy, reverse-engineer, decompile,
disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of
the Site or the Hightouch Technology; (iv) access, alter, or destroy any information of any customer of
Hightouch by any fraudulent means or device, or attempt to do so; or (v) use the Site in violation of any
applicable law or regulation or any of its agreements with third parties, or otherwise outside of the scope
expressly permitted herein. In the event of any breach by Customer of any of the foregoing, in addition
to any other remedies available at law or in equity, Hightouch will have the right to immediately suspend
Customer’s access to the Site if deemed reasonably necessary by Hightouch to prevent any harm to
Hightouch or its business. Hightouch will provide notice to Customer and an opportunity to cure, if
practicable, depending on the nature of the breach. Once cured, Hightouch will promptly restore access
to the Site.
4.0 Customer Responsibilities. Customer shall be solely responsible for (a) providing all Internet
access, hardware, browsers, and other software necessary to access and login to the Site, and
(b) acquiring and maintaining technology and procedures for maintaining the security of its link to the
Internet, its account and passwords, and for all uses of Customer’s account. Customer hereby grants to
Hightouch a non-exclusive, worldwide, royalty-free right to process use, copy, store, transmit, modify,
create derivative works of and display the Customer Data during the Service Term, solely to the extent
necessary to provide the Site and any related services to Customer hereunder.
5.0 Site Security. Hightouch shall implement reasonablesecurity procedures consistent with
prevailing industry standards to protect Customer Data processed by the Site from unauthorized access.
Hightouch reserves the right to internally monitor Customer’s usage of the Site for the purposes of
troubleshooting and maintaining and improving the Site. Customer Data provided pursuant to the
Agreement shall at all times be processed and maintained in the United States.
6.0 Fees; Taxes.
6.1. Customer shall pay to Hightouch the fees for access to the Site based upon Destinations,
Events, and Objects selected by Customer as indicated in the Order Form. Customer will pay
invoices within thirty (30) days of the date of invoice, unless otherwise set forth in the Order
Form. Any overdue amounts shall be subject to a late charge of one-half percent (0.5%) per
month or the highest rate permitted by applicable law, whichever is lower, on such invoice until
fully paid. Any amounts due hereunder are exclusive of, and Customer shall be responsible for,
all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental
assessments, excluding taxes based on the net income of Hightouch, unless Customer provides
to Hightouch a valid tax-exempt certificate.
6.2. A La Carte Fees.In the event Customer’s use of theSite exceeds the volume tier of the
subscription plan purchased by Customer, Hightouch will immediately charge
additional fees (“A La Carte Fees”) at the overage rate indicated in the Order Form,
and the Customer shall be obligated to pay any A La Carte Fees in the next month. For
subscription plans on MAOs, if the number of Operations in a calendar month is
greater than the number equal to the quantity of MAOs in such calendar month
multiplied by 100, each and every additional 100 Operations shall be considered an
additional MAO for the purposes of calculating A La Carte Fees. Likewise, if the
number ofEventsin a calendar month is greater thanthe number equal to the quantity
of MAOs in such calendar month multiplied by 10 , eachand every additional 10 Events
shall be considered an additional MAO for the purposes of calculating A La Carte Fees
unless otherwise set forth in the Order Form.
7.1. Hightouch. Hightouch retains all right, title andinterest in and to the Site, the Hightouch
Technology, Hightouch’s Confidential Information, and all improvements, enhancements or modifications
thereto (including all intellectual property rights therein). Any deliverables, concepts or inventions
created or developed before or while providing the Site or any professional services to Customer are not
considered a work made for hire and shall be owned by Hightouch.
7.2. Customer. Customer retains all right, title and interest in and to the Customer Data and
Customer’s Confidential Information.
7.3. Feedback and Resultant Data. Customer may choose toprovide Hightouch with suggestions,
ideas, enhancement requests, feedback, recommendations or other information specifically relating to
the Site (“Feedback”) and if Customer does provide Hightouch with Feedback, Hightouch shall own all
right, title and interest in such Feedback. In addition, as a result of Customer’s use of the Site, Hightouch
may derive (a) information by or through Customer’s use of the Site; (b) that is de-identified so that the
identification of any individual cannot be re-identified or derived; and (c) aggregated with other
Hightouch customer usage information (“Resultant Data”). Hightouch shall retain all right, title, and
interest in and to the Resultant Data.
8.0 Confidential Information. Each Party (“Owner”) maydisclose Confidential Information to the
other Party (“Recipient”) pursuant to this Agreement.
8.1. Restrictions on Use and Disclosure. Recipient mayuse Confidential Information of Owner only for
the purposes of the Agreement and shall protect such Confidential Information from disclosure to others,
using the same degree of care used to protect its own proprietary information of like importance, but in
any case, using no less than a reasonable degree of care. Recipient may disclose Confidential
Information received hereunder only to its employees or contractors who have a need to know for
purposes of this Agreement and who are bound by signed, written agreements to protect the received
Confidential Information from unauthorized use and disclosure.
8.2. Exclusions. Confidential Information does not includeinformation that: (i) is in the possession or
control of Recipient without restriction at the time of its disclosure hereunder; (ii) is, or becomes, publicly
known through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to
disclose it without obligation to Owner, or (iv) is independently developed by Recipient without
reference, reliance or incorporation of the Owner’s Confidential Information. The Recipient may disclose
Confidential Information of Owner pursuant to the requirements of a governmental agency or by
operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable
and reasonably cooperates with Owner to contest such disclosure. In addition, either Party may
confidentially disclose this Agreement to an actual or potential financing source or acquirer.
8.3. Retention and Destruction of Confidential Information.At any time upon Owner’s request, and
upon termination of the Agreement, Recipient shall delete Owner’s Confidential Information.
9.0 Representations and Warranties; Disclaimer.
9.1. By Customer. Customer represents and warrants thatit has sufficient authority to enter into this
Agreement and that it has sufficient rights in the Customer Data to authorize Hightouch to process,
distribute and display the Customer Data as contemplated by this Agreement, and that the Customer
Data does not infringe the rights of any third party. Customer will promptly inform Hightouch if it has
reason to believe that the former representations and warranties are no longer true.
9.2. By Hightouch. Hightouch warrants that it has sufficientauthority to enter into this Agreement
and that is has not entered into any other agreement, obligation or restriction which would prohibit the
provision of services to Customer. Hightouch further warrants that the Site will conform to all material
operational features as described in the documentation for the Site (“Product Warranty”). Customer’s
sole and exclusive remedy for breach of the Product Warranty shall be the prompt correction of
non-conforming portions of the Site at Hightouch’s sole expense.
9.3. Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIESSET FORTH IN THIS
SECTION 9, HIGHTOUCH AND ITS AFFILIATES, SUBCONTRACTORS AND THIRD PARTY LICENSORS
MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY. CUSTOMER ACKNOWLEDGES THAT HIGHTOUCH SHALL NOT BE LIABLE
FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF
THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER THIRD PARTY SYSTEMS OUTSIDE
THE REASONABLE CONTROL OF HIGHTOUCH.
10.0 Term and Termination. The Agreement will commenceon the Effective Date of an Order Form
and continue in full force and effect for the Service Term indicated in such Order Form. Each Party may
terminate this Agreement upon thirty (30) days prior written notice to the other Party if the other Party
materially breaches this Agreement and fails to correct the breach within such notice period. In the
event of any termination, all amounts due under an Order Form for services and access to the Site
provided prior to the date of termination shall be paid within ten (10) days of such termination. All
sections of this Agreement which by their nature should survive termination will survive termination,
including but not limited to Sections 1 (Definitions), 3 (Use Restrictions), 5 (Site Security), 6 (Fees; Taxes),
7 (Ownership), 8 (Confidential Information), 9.3 (Disclaimer), 10 (Term and Termination), 11
(Indemnification), 12 (Limitations) and 14 (Miscellaneous).
11.0 Indemnification. Hightouch will indemnify, defendand hold harmless Customer and its Affiliates
from and against any loss, damage or expense payable to a third party resulting from infringement by
the Site (except for third party software, including without limitation open source software) of any U.S.
intellectual property right; provided, however, that (i) Hightouch is notified in writing of such claim
promptly after such claim is made upon Customer; and (ii) Hightouch shall have the right to control any
defense and investigation of the claim. In no event shall Customer settle any such claim without
Hightouch 's prior written approval. Hightouch shall have no liability or obligation if the claim arises from
(i) any alteration or modification to the Site requested or implemented by or on behalf of Customer or its
Affiliates, (ii) any combination of the Site by Customer with other technology or data not furnished by
Hightouch, or (iii) any use by Customer of the Site not in accordance with this Agreement. If the Site
becomes or Hightouch believes it may become the subject of a claim of intellectual property
infringement, Hightouch, at its option and expense, may: (i) procure the right for Customer to continue
to use the Site; (ii) replace or modify the Site so as to make it non-infringing; provided, however, that the
Site continues to conform to the specifications provided in the applicable Order Form; or (iii) terminate
this Agreement and refund to Customer the subscription fees paid in advance by Customer for the Site
and not provided by Hightouch. This Section sets forth the entire liability of Hightouch to Customer for
any infringement by the Site of any intellectual property right.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR INDEMNITY OBLIGATIONS
EXPRESSLY PROVIDED HEREIN, OR ANY BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL
HIGHTOUCH OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY (A) FOR ANY INDIRECT,
PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT
NOT LIMITED TO LOSS OF PROFITS, REVENUE OR INCOME) ARISING FROM OR RELATED TO THESE
TERMS OR THE USE OR INABILITY TO USE THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES; OR (B) FOR ANY AMOUNT, IN THE AGGREGATE, EXCEEDING THE FEES PAID AND
PAYABLE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, WHETHER
BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
13.0 Co-Marketing. Customer agrees to participate in reasonablemarketing activities that promote
the benefits of the Services to other potential customers and to use of Customer’s name and logo on the
Hightouch web site and in Hightouch promotional materials. Customer agrees that Hightouch may
disclose Customer as a customer of Hightouch.
14.1. Governing Law. This Agreement shall be governed byand construed in accordance with the
laws of the State of California, excluding its conflicts of law rules.
14.2. Notices. Any notice or communication required or permittedto be given hereunder may be
delivered by hand, deposited with an overnight courier, sent by email or facsimile (provided delivery is
confirmed), or U.S. Mail (registered or certified only), return receipt requested, in each case to the
address set forth on the Order Form or at such other addresses as shall be designated in writing by
either Party to the other in accordance with this Section. Such notice will be deemed to be given when
you and Hightouch, constitute the entire agreement between you and us with respect to the Site and
supersede all prior or contemporaneous communications and proposals (whether oral, written, or
electronic) between you and us with respect to the Site. If any provision of the Agreement is found to be
unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so
that the Agreement will remain in full force and effect. The failure of either Party to exercise in any
respect any right provided for in the Agreement shall not be deemed a waiver of any further rights under
14.4. Injunctive Relief. You agree that a breach of Section3 of these Terms will cause irreparable injury
to Hightouch for which monetary damages would not be an adequate remedy and Hightouch shall be
entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond,
other security or proof of damages.
14.5. Assignment. This Agreement will inure to the benefitof and will be binding upon each Party’s
successors and assigns. The Agreement and the licenses granted hereunder may be assigned by
Hightouch but may not be assigned by you without the prior express written consent of Hightouch. Any
attempt by you to assign this Agreement without the written consent of Hightouch shall be null and void.
14.6. Independent Contractors. Nothing contained in thisAgreement will be deemed to constitute
either Party as the agent or representative of the other Party or both Parties as joint venturers or partners
for any purpose.
14.7. Modifications. We may occasionally update these Termsof Use. When we do update these
us at firstname.lastname@example.org.