Welcome to highlight-her.com, a Web-based college sports recruiting tool for high school and youth club athletes, college coaches, and high school and club coaches, operated by HIGHLIGHTHER LLC (“Highlight-her” or “We”). The services offered by Highlight-her include the Highlight-her website and any other websites owned or operated by Highlight-her or its affiliates (collectively referred as “Website”), and other features, content, services and applications offered by Highlight-her either in connection with the Website or independently thereof (collectively referred as “Services”).
“Guest” means a person who browses the Website without registering for a membership account (“Membership”).
“Member” means a person who has registered for a Membership.
“User” means a person who is either a Guest or a Member.
- Who May Use the Services.
Use of the Services and Membership in the Website is void where prohibited. By using the Services or the Website, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; (d) you have the authority to enter into this Agreement; and (e) your use of the Services or the Website violates no applicable law, regulation or agreement. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13. Users may not have more than one active Membership account.
- Prohibited Uses.
You are solely responsible for the content that you publish or display (“post”) on or through the Website, or transmit to other Users (collectively, “User Content”). The following is a partial list of the User Content that is illegal or prohibited to post on or through the Website or use of the Services. Highlight-her reserves the right to investigate and take appropriate legal action against anyone who, in Highlight-her’s sole discretion, violates this provision, including without limitation, removing the offending communication from the Website and the Services and terminating the Membership of such violators. Prohibited User Content includes, but is not limited to User Content that, in the sole discretion of Highlight-her:
- Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- Harasses or advocates harassment of another person;
- Exploits people in a sexual or violent manner;
- Contains nudity, violence, or offensive subject matter or contains a link to an adult Web site;
- Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
- Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”;
- Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
- Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
- Involves commercial activities or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- Infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
- Impersonates any person, or misrepresents your identity or affiliation with any person or organization;
- Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
In addition, you agree not to do any of the following: (a) use the Website or Services to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (b) intercept or attempt to intercept electronic mail not intended for you; (c) misrepresent an affiliation with any person or organization; (d) restrict or inhibit use of the Website or Services by others; (e) upload or otherwise transmit files that contain a virus or corrupted data; (f) collect information about others (including e-mail addresses) without their consent; (g) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Website or Services, or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Website or Services); or (h) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or Services, or which, as determined by the Highlight-her, may harm Highlight-her or Users or expose them to liability.
Further, you agree that you will not (i) use any robot, spider or other automatic device, process or means to access the Website or Services, (ii) use any manual process to monitor or copy any of the material on the Website or Services or for any other unauthorized purpose without the prior written consent of Highlight-her, (iii) use any device, software or routine that interferes with the proper working of the Website or Services, (iv) attempt to interfere with the proper working of the Website or Services, (v) take any action that imposes an unreasonable or disproportionately large load on Highlight-her’s infrastructure, or (vi) access, reload or “refresh” transactional pages, or make any other request to transactional servers, more than once during any three (3) second interval.
This Agreement will remain in full force and effect while you use the Services or the Website or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member’s Account Settings page. Highlight-her may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect.
- Account Security.
You are responsible for maintaining the confidentiality of the username and password that you designate for your Membership, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Highlight-her 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. Highlight-her will not be liable for any loss or damage arising from your failure to comply with this provision or any other term of this Agreement. 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.
- Highlight-her User Levels.
The following are Highlight-her User levels:
“Players” or “Athletes” are defined as high school or youth club athletes at least 13 years of age who may be eligible to participate in intercollegiate athletics upon graduating from high school or earning a high school equivalency.
“Parents” are defined as adults who are parents or guardians, whether custodial or non-custodial, of Players or Athletes.
“College Coaches” are defined as head coaches, assistant coaches, and managers of college teams that are members of the NCAA, NAIA, or other generally recognized and qualified intercollegiate athletics governing organizations.
“Club Coaches” are defined as head coaches, assistant coaches, and managers of private clubs with athletes who are actively seeking the opportunity to play intercollegiate athletics.
“High School Coaches” are defined as head coaches, assistant coaches, and administrators of high school athletic programs.
Qualification of any Highlight-her User level is at the sole discretion of Highlight-her. Use of the Services or the Website by persons other than (a) Players/Athletes, (b) Parents, (c) College Coaches, (d) Club Coaches, and (e) High School Coaches is strictly prohibited and is grounds for immediate termination and legal action.
- Non-commercial Use by Members.
The Services and the Website are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Highlight-her. Illegal or unauthorized use of the Services, the Website or any content on the Website, including collecting usernames or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is prohibited. You will not upload or transmit to the Website or Services any advertisements or solicitations of business. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in suspension or termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Services or the Website.
- Content Posted.
You shall not post on or through the Website, or transmit to other Users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to Highlight-her, any Highlight-her service provider or to any other User. If information provided to Highlight-her, a service provider, or another User, subsequently becomes inaccurate, misleading or false, you will promptly notify Highlight-her of such change or make or post the appropriate changes yourself.
You also represent and warrant that you have the right to grant or that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the license stated above. If you post User Content in any public area of the Website, you also permit any User to access, display, view, store and reproduce such User Content for personal use and any other use consistent with the use for which it was intended (for example, for recruitment purposes). Subject to the terms of this Agreement, the owner of any User Content placed on the Website retains any and all rights that may exist in such User Content.
- Monitoring and Enforcement.
Highlight-her acts as a passive conduit for the online distribution and publication of User Content and assumes no responsibility and has no obligation to screen or monitor User Content or any other User communications or information. However, Highlight-her reserves the right to review and remove any User Content that, in its sole judgment, violates this Agreement, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, Highlight-her Users or is not consistent with the purpose of the Website or the Services (including with respect to any material Highlight-her has been notified, or has reason to believe, constitutes a copyright infringement). Highlight-her also may expel Users and terminate all rights of Members and prevent further access to the Website and the Services for violating this Agreement or applicable laws, rules or regulations or acting in any manner that is abusive, disruptive, offensive or illegal, violates the rights of, or harms or threatens the safety of, Highlight-her Users or is not consistent with the purpose of the Website or the Services. Highlight-her may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Highlight-her, damage Highlight-her’s brand or public image, or cause Highlight-her to lose (in whole or in part) the services of its suppliers. Highlight-her may disclose any User’s identity or other information about a User to any third party who claims that material posted by such User violates their rights, including their intellectual property rights or their right to privacy. Without limiting the foregoing, Highlight-her has the right to fully cooperate with any law enforcement authorities or court order requesting or directing disclosure of the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Highlight-her can neither review all material before it is posted on the Website or Services, nor ensure prompt removal of objectionable material after it has been posted. Accordingly, Highlight-her assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. Highlight-her reserves the right to take any action it deems necessary to protect the personal safety of Users and the public; however, Highlight-her has no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section 11.
Highlight-her does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or any other communications posted or transmitted by Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by or information received from other Users will be at your own risk.
- Member/Guest Disputes.
You are solely responsible for your interactions with other Highlight-her Members and Guests. Highlight-her reserves the right, but has no obligation, to monitor disputes between you and other Members or Guests.
- Copyright Policy; Trademark Policy.
The entire contents of the Website (including all information, software, text, displays, images and audio but excluding User Content) and the Services, and the design, selection and arrangement thereof, are proprietary to Highlight-her or its affiliates or licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. You are authorized only to use the content on the Website or Services for personal use or legitimate purposes related to your role as a Player/Athlete, Parent, College Coach, Club Coach, or High School Coach. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit or distribute any of the material on the Website or Services without the prior written consent of Highlight-her, except to: (a) store copies of such materials temporarily in RAM, (b) store files that are automatically cached by your Web browser for display enhancement purposes, and (c) print a reasonable number of pages of the Website; provided in each case that you do not alter or remove any copyright or other proprietary notices included in such materials. Neither the title nor any intellectual property rights to any information or material in the Website or Services are transferred to you, but remain with Highlight-her or the applicable owner of such content. Except as expressly authorized by Highlight-her in writing, you may not reproduce, sell or exploit for any commercial purposes (i) any part of the Website or Services, (ii) access to the Website or Services or (iii) use of the Website or Services or of any materials available through the Website or Services.
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Highlight-her to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Highlight-her by the copyright owner(s) or the legal agent(s) of the copyright owner(s).
If you believe that your copyrighted work or trademark has been uploaded, posted or copied to the Website and is accessible in a way that constitutes copyright or trademark infringement, please provide our agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Website; (4) your address, telephone number, and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
We have designated Eric McCulley as our agent to receive notices of claims of copyright or trademark infringement or other nonconformance to this Agreement. You can contact Eric McCulley as follows:
Eric McCulley, HIGHLIGHTHER LLC
The Highlight-her name, the terms Highlight-her.com, and the Highlight-her logo and all related names, logos, product and service names, designs and slogans are trademarks of Highlight-her or its affiliates. You may not use such marks without the prior written permission of Highlight-her. All other names, brands and marks are used for identification purposes only and may be the trademarks or registered trademarks of their respective owners.
- Subscription Policy.
(a) General. Highlight-her bills you through an online account (your “Billing Account”) for use of the Services. You agree to pay Highlight-her all charges at the prices then in effect for any use of the Services by you or other persons (including your agents) using your Billing Account, and you authorize Highlight-her to charge your chosen payment provider (your “Payment Method”) for the Services. You agree to make payment using that selected Payment Method. Highlight-her reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
(b) Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY HIGHLIGHTHER IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS, THEFT, OR EXPIRATION) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION SHOULD BE MADE ON THE ACCOUNT SETTINGS PAGE OF THE WEBSITE. IF YOU FAIL TO PROVIDE HIGHLIGHTHER ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT HIGHLIGHTHER MAY CHARGE YOU DIRECTLY UNDER YOUR BILLING ACCOUNT. HIGHLIGHTHER RESERVES THE RIGHT NOT TO PROVIDE SERVICES ORDERED BY YOU IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION OR YOUR PAYMENT METHOD IS CANCELED.
(c) Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (“Payment Method Provider”). If Highlight-her does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand.
(d) Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and Highlight-her shall provide, notice of the amount to be charged. Any agreement you have with your Payment Method Provider will govern your use of your Payment Method.
(e) Free Trials and Other Promotions. Any free trial or other promotion that provides Member-level access to Highlight-her must be used within the specified time of the trial.
(f) Terminating a subscription. It is your sole responsibility to terminate your paid subscription. You may do so easily at any time.
(g) Refund policy. You may cancel your subscription at any time, however no “prorated” refunds nor refunds for previous months during which you were charged will be granted.
- Modifications to Highlight-her Website or Services.
Highlight-her reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or the Services (or any part thereof) with or without notice. You agree that Highlight-her shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website or the Services.
- Links to Other Sites; Dealings with Other Merchants.
The Website or the Services may contain links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by Highlight-her of the contents on such third-party Web sites. Highlight-her is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.
If you choose to correspond, participate in a promotion or engage in transactions with any merchant found on or through the Website or Services, you acknowledge and agree that Highlight-her is not a party to, and will not be responsible for, your interaction with such merchant, including its treatment of your information and the terms and conditions applicable to any transaction between you and the merchant. The terms of your interaction with any merchant are solely between you and such merchant. You agree that Highlight-her will have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such merchants on the Website or Services.
- Access to Highlight-her Website or Services.
Access to the Website or any of the Services may be interrupted, suspended or terminated periodically due to circumstances both within and outside of the control of Highlight-her. You agree that Highlight-her shall not be liable for any damages arising from any such interruption, suspension or termination of the Website or any of the Services and that you shall put into place contingency plans to account for such periodic interruptions, suspensions or terminations of the Website or any of the Services.
Highlight-her is not responsible for any incorrect or inaccurate content posted on or through the Website or the Services, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Website or the Services. Profiles created and posted by Members on the Website may contain links to other Web sites. Highlight-her is not responsible for the content, accuracy or opinions expressed on such Web sites, and such Web sites are in no way investigated, monitored or checked for accuracy or completeness by Highlight-her. HIGHLIGHTHER DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, AND ITS SERVERS OR THE SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEBSITE, THE SERVICES OR THE HIGHLIGHTHER CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, HIGHLIGHTHER IS NOT RESPONSIBLE FOR THOSE COSTS. THE WEBSITE, ALL HIGHLIGHTHER CONTENT AND THE SERVICES, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. HIGHLIGHTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. HIGHLIGHTHER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEBSITE, SERVICES, OR ANY CONTENT, TOOLS, SOFTWARE, TEXT, GRAPHICS, AND LINKS OR ANY SERVICES THAT ARE NOT PROVIDED THROUGH OR BASED ON THE WEBSITE, OR THEIR COMPLIANCE WITH THE RULES OR REGULATIONS OF ANY ORGANIZATIONS THAT GOVERN HIGH SCHOOL, CLUB AND INTERCOLLEGIATE ATHLETICS.
IN NO EVENT SHALL HIGHLIGHTHER, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON OR PROVIDING SERVICES FOR THE WEBSITE OR ANY OTHER SERVICE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, THE SERVICES OR ANY OF THEIR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIGHLIGHTHER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation on Liability.
HIGHLIGHTHER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, FOR SERVICES THAT ARE NOT PROVIDED THROUGH OR BASED ON THE WEBSITE, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO HIGHLIGHTHER FOR (A) THE SERVICE ON WHICH SUCH CAUSE OF ACTION IS BASED OR (B) YOUR MEMBERSHIP FEE FOR THE PERIOD DURING WHICH SUCH CAUSE OF ACTION AROSE.
- Compliance with External Rules and Regulations.
You agree to be fully informed of and abide by all rules and regulations set forth by the NCAA, the National Association of Independent Athletics (NAIA), and all other organizations that govern high school, club, and intercollegiate athletics that are applicable to your activities. You are solely responsible for compliance with these rules. Violation of any such rules and regulations are grounds for suspension or termination of Membership. You agree to absolve Highlight-her of any liability that may arise from your violation of these rules and regulations. Highlight-her is based in the State of Nebraska, USA. Highlight-her makes no representation that the materials in the Website or Services are appropriate or available for use in other locations. If you access the Website or Services from other locations, you are responsible for complying with local laws.
Highlight-her does not guarantee or warrant any particular outcome from use of the Website or any of the Services, including, without limitation, any consulting services provided by Highlight-her or any of its service providers, employees or independent contractors, whether through the Website or in any other manner. You are solely responsible for the outcome of all activities relating to the college sports recruiting process and/or use of the Website and the Services.
You agree to indemnify and hold Highlight-her, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website and the Services, or any information obtained therefrom, in violation of this Agreement or arising from a breach of this Agreement or any breach of your representations and warranties set forth above or if any content that you post on or through the Website or the Services causes Highlight-her to be liable to another.
- Jurisdiction and Arbitration.
If there is any dispute about or involving the Website or the Services, you agree that the dispute shall be governed by the laws of the State of Nebraska, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Nebraska, County of Douglas. Either Highlight-her or you may demand that any dispute between Highlight-her and you about or involving the Website or the Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA), provided that the foregoing shall not prevent Highlight-her from seeking injunctive relief in a court of competent jurisdiction.
- Comments and Submissions.
Highlight-her welcomes your comments. All comments, suggestions or other information sent by you to the Website for internal use by Highlight-her or its advertisers or business partners in response to solicitations on the Website or Services will become Highlight-her’s property and you agree that all intellectual property rights are transferred to Highlight-her. You understand that any postings, or content submitted for posting, to publicly available portions of the Website or Services are non-confidential for all purposes.
- Geographic Restrictions.
Highlight-her provides this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to email@example.com
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.