By entering into a purchase order that incorporates by reference this Hopin Advanced Platform Terms, the individual or entity identified as customer on the order form (“Customer”) agrees to these terms with Hopin. If an inconsistency occurs between the terms of the Agreement and the Order, the Order's terms shall control. The terms “You,” “Your” or a related capitalized term shall refer to Customer. Customer and Hopin are collectively referred to as the “Parties” and individually as a “Party.”
“Add-Ons” means additional Hopin features or functionality, such as additional Registrations and premium support, that You elect to purchase or enable, but that are not included in Your Subscription Plan.
“Affiliate” means, regarding a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means this Hopin Advanced Platform Terms with any Orders and exhibits incorporated by reference.
“Contributions” means any content, information, and data, such as chat messages or files, submitted to the Platform by an individual participating in Your Event.
“Data Protection Legislation” is the UK Data Protection Legislation and any other legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and including the California Consumer Privacy Act of 2018 (AB 375) (CCPA); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
“Documentation” means any written or online documentation and user manuals, specifying the features, functionalities, and limitations of the Services and Platform as made available by Hopin, including but not limited to those available at https://support.hopin.to.
“Event” means an online or hybrid event hosted on or facilitated by the Platform.
“Event Content” means the materials and content that You or others transmit through or store on the Platform, including but not limited to, materials to be displayed during Events, Contributions, audio-visual content, speakers, interactive content, and any other materials or content that You or others make available or submit to the Platform in connection with Your Events and recording thereof, but excluding any Hopin property.
“Hopin” means Hopin Limited, incorporated and registered in England and Wales with company number 12035150 whose registered office is at 5 Bonhill St, Shoreditch, London, EC2A 4BX (“Hopin”), and any of its successors or assignees, with all its Affiliates.
“Host” means the company, business, individual, or organization that uses Hopin as a platform to host their Events. If You are an event manager, agency, or third party contractor helping to manage an Event on behalf of your client, you are an Organizer, and your client is the “Host” of the Event.
“IP Rights” means any respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over the Parties, Events, or Services.
“Non-Hopin Products” means third party products, applications, services, software, networks, systems, directories, websites, databases and information, which the Service links to, or which You connect to or enable integration with, in connection with Your use of the Service.
“Order” means Hopin’s system generated purchase order executed by You and Us, or the Services You select during the online ordering process, each that incorporates this Agreement.
“Organization” means a profile within a Hopin account that identifies the Host of an Events, under which individual Event are created and managed.
“Organizer” is a general term for You, the Host, or Team Member that leads or helps manage Your Event.
“Participant” means those individuals, other than Customer or Team Members, whom You invite to attend an Event or who actually attends an Event, and includes attendees, speakers, and event sponsors.
“Personal Data” is as defined in the Data Protection Legislation and includes “personal information” as defined by the CCPA.
“Platform” means the Hopin event platform generally accessible at www.hopin.com and includes its associated software, services, products, information, networks, components, APIs, and Documentation.
“Registration” means a licensed seat required for each Participant that registers to attend Your Event, whether or not such Participant actually participates or attends such Event.
“Service(s)” means the products and services referenced in an Order referencing this Agreement, which may include Your Subscription Plan and any Add-Ons, but expressly excludes Non-Hopin Products.
“Subscription Fee” means the fee payable for the applicable Subscription Plan. Subscription Fee is separate from the Ticket Fee.
“Subscription Period” means the license period for the applicable Subscription Plan.
“Subscription Plan” means the specific Hopin subscription plan You purchased as specified in Your Order.
“Team Member” means Your employees and personnel, and those of Your third party vendors and sponsors, who You authorize to access and use Your Organization.
“Team Member Seat” means a licensed seat required for each Team Member to access the Platform under Your Subscription Plan, and where such license seats may have different levels of access and features (such as certain Organizers who require higher levels of access because they are leading and managing a team of Team Members).
“Ticket Fee” means the Platform usage fee based on a percentage of Your ticket sales and any other goods and services You sell, or donation You solicit, using the third party payment platform provider (e.g., Stripe) available on the Platform. Ticket Fee is separate from the Subscription Fee.
1.1. Services. Subject to this Agreement and payment of the applicable fees, Hopin will provide the Services specified in Your Order, and hereby grants You a non-exclusive, non-transferable, non-sublicenseable (subject to Section 1.2 and 1.3) revokable right to access the Platform and use the Services during the applicable Subscription Period. You may enter into more than one Order at a time under this Agreement.
1.2. Affiliates. You may extend the rights and benefits provided to You under this Agreement to Your Affiliates, provided that such Affiliate executes a separate Order referencing this Agreement for its own Subscription Plan and You remain primarily liable for payment and acts and omissions of Your Affiliates.
1.3. Educational Associates. If You are a qualified non-profit educational institution, You may extend the rights and benefits provided to You under this Agreement to Your associated campuses and educational institutions in which case such associated institution will be deemed an “Affiliate” under this Agreement; provided that each associated institution executes a separate Order referencing this Agreement for its own Subscription Plan and You remain primarily liable for payment and acts and omissions of Your associated institutions.
1.4. Non-Hopin Products. Non-Hopin Products are governed solely by the terms and privacy policies of such Non-Hopin Products. Hopin is not responsible or liable for, and makes no representations or warranties as to, any aspect of such Non-Hopin Products. By enabling Non-Hopin Products, You are expressly permitting Hopin to disclose Your Event Content and applicable account data as necessary to facilitate the use or enablement of such Non-Hopin Products.
1.5. Upgrades; Add-Ons. You can upgrade Your Subscription Plan or purchase Add-On Features at any time during Your Subscription Period by visiting Your account or signing an additional Order. Your upgrade or Add-On Features will be effective immediately once We successfully charge Your payment method for the increased fees. If Your Subscription Plan has the same renewal period (e.g., month-to-month or annual renewal), We will charge You for the prorated difference between Your current subscription and the upgraded one based on the number of days left in Your current Subscription Period so that Your Subscription Plan renewal date remains the same. If Your Subscription Plan is changing from month-to-month to annual, We will charge You immediately for the full annual Subscription Fee and reset Your renewal date for one year thereafter.
1.6. Downgrades. You can downgrade Your Subscription Plan or reduce Your Add-On Features during a Subscription Period in Your account, but such downgrades will not become effective until the end of Your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. You must remove Team Members before the downgraded renewal Subscription Period begins. Downgrading Your Service Plan may cause loss of content, features, or functionality of the Service available to You, and Hopin accepts no liability for such loss.
1.7. Support. Hopin provides 24/7 remote monitoring of the Platform and Services, and the global help desk available 24/7 by visiting https://support.hopin.to/en/. We will make commercially reasonable efforts to provide the Services twenty-four (24) hours a day, seven days a week, but availability is not guaranteed and may be disrupted, unavailable, or inoperable due to: (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including but not limited to widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third party acts); (b) emergency security measures; or (c) planned downtime of which We will give advance notice to the account owner. You acknowledge that while the Services are designed for ease of use, it is Your responsibility to ensure that any individuals involved in accessing and using the Services are appropriately trained to use any applicable third party technology, and have reviewed the relevant Hopin training materials and Documentation made available to You. You are solely responsible for procuring any third party cooperation reasonably required for the receipt of Services and for ensuring that Your IT infrastructure complies with the relevant specifications to use the Services provided by Hopin.
1.8. No Resale. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to a third party. The foregoing does not prohibit authorized use of the Services by Your Team Member, Affiliates, and contractors, solely as reasonably necessary for You to use the Services; provided that such Team Members, Affiliates and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement.
2. TERM, TERMINATION
2.1. Term. Unless Your subscription expires due to non-renewal or is otherwise terminated earlier, at the end of your Subscription Plan it will automatically renew for successive one (1) year Subscription Periods. Unused Registrations expire at the end of the then-current Subscription Period and do not rollover to any renewal term.
2.2. Fee Changes. Hopin may increase or decrease the Subscription Fees in its sole discretion. Any change to the Subscription Fees will only become effective upon renewal of Your Subscription Plan. We will give you reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate Your Subscription Plan before such change becomes effective.
2.3. Non-Renewal. Either Party may elect to not renew any Subscription by providing notice at least thirty (30) days before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to non-renewal will be effective as of the end of the then-current Subscription Period.
2.4. Termination for Cause. Either Party may terminate this Agreement or individual Order (a) effective upon notice to a Party due to its material breach that was not cured within thirty (30) days after receipt of a breach notice from the Party claiming breach; or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.5. Payment Upon Termination. If We terminate this Agreement or an individual Order for cause under Section 2.4, You must immediately pay any unpaid fees for the remainder of such Subscription Period, in addition to any other amounts You may owe Hopin. If You terminate this Agreement due to Hopin’s uncured and uncontested breach under this Section, Hopin will refund You a prorated portion of the prepaid Subscription Fees covering the remainder of the Subscription Period.
2.6. Export of Event Content. For ten (10) calendar days after the effective date of termination or expiration of this Agreement, Your Event Content will be available to You for export or download as provided in the Documentation. After the ten (10) days, Hopin has no obligation to maintain or provide the Event Content, and may delete Your Event Content unless prohibited by Law.
3. FEES AND PAYMENTS
3.1. Fees. The Order will specify the applicable fees for all Services and Non-Hopin Products, exclusive of sales, value-added, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments (“Taxes”). Applicable Taxes will be reflected in Your invoice. Except for the portion of fees subject to a good faith dispute, all fees and Taxes set forth in the invoice are due within 14 days of invoice date, unless otherwise agreed in the Order. You may not withhold any Taxes or charges or set-off any amounts due to Hopin. Hopin reserves the right to withhold the payment of any amounts owed to You hereunder and dispose of them as required by Law, in each case as determined by Hopin, or to seek later payment from You of any amounts on Taxes uncollected and unremitted.
3.2. Overages. Hopin will invoice You for any Service You use above the Subscription limitation (including Taxes), such as additional Registrations or Team Member Seats used over Your allotment (“Overage Fees”). Overage Fees are due within 14 days of invoice date.
3.3. Ticket Fees. You must enable at least one third party payment service provider (“Payment Provider”) made available on the Platform to collect payment from Your Participants. You acknowledge that You will have a direct contractual relationship with that Payment Provider and are subject to their transaction fees. The Payment Provider will either deduct Hopin’s Ticket Fee from Your payment and remit that amount to Hopin, or You will remit the Ticket Fee directly to Hopin in a timely manner.
3.4. Taxes on Event Related Sales. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Sales Taxes") apply to sales You make using the Services, including but not limited to Your sale of Event tickets. You agree that it is Your sole responsibility to, and that You will, collect and remit the correct amounts of all such Sales Taxes to the applicable governmental authorities. Hopin cannot give you legal or tax advice, so please consult Your tax advisor about Sales Taxes. If a governmental authority requires Hopin to pay any Sales Taxes attributable to sales You make using the Services, You agree to promptly and fully reimburse Hopin for such Sales Taxes upon demand and all costs, penalties, interest and expenses related thereto.
3.5. Credit Extension. We may, in our sole discretion, extend credit to You. The amount and terms of credit are subject to our periodic review. Hopin may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent we otherwise agree, Hopin has no obligation to make or incur any expense, guarantee or advance for any purpose.
3.6. Optional Credit Card and Fees. If You authorize Hopin to charge a credit card as a method of payment (a “Credit Card Authorization”), then You authorize Hopin to charge the credit card account for the amount on any and all invoices without further notice to You. All credit card transactions will include a credit card processing fee equal to 3.0% of the outstanding balance paid by credit card. You acknowledge that Hopin relies upon Your Credit Card Authorization when determining whether to provide Services to You. Therefore, in consideration for Hopin agreeing to rely on Your Credit Card Authorization as a means of payment, You irrevocably authorize Hopin to charge Your credit card for any Overage Fees during Your Subscription Period. If You take any action to frustrate a transaction authorized by this Agreement, then Hopin, automatically and without further notice, revokes any credit terms or other payment accommodation which it might have previously afforded to You, accelerates Your entire account balance, and Your entire balance is immediately due and payable.
3.7. Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting fourteen (14) days after notice to You that payment is delinquent, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.
3.8. Currency; No Refunds. All fees are due and payable in the currency specified by Hopin, unless otherwise agreed. All fees are non-refundable and Your payment obligations are non-cancelable.
3.9. Free Trial. Hopin may, at its sole discretion, offer a Subscription Plan with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Hopin until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription Plan, you will be automatically charged the applicable Subscription fees for the type of Subscription Plan you have selected. During Your Free Trial, the Services are provided “AS-IS” and expressly excludes and disclaims all warranties and the Hopin indemnification in Section 11.
4. OWNERSHIP OF EVENT CONTENT
4.1. Event Content. You are the owner of Event Content and retain all ownership rights thereto. You grant Hopin a non-exclusive, sub-licensable, license to use, store, edit, reproduce, modify and copy that Event Content solely as necessary for Hopin to provide You the Services.
4.2. Safeguards. Hopin will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Event Content under the Security Measures described at https://hopin.com/security.
5.1. Personal Data. We explain in detail how Personal Data is handled between the Parties in the Hopin Data FAQ at https://hopin.com/data-faq. You have sole responsibility for the legality, reliability, integrity, accuracy and quality of any Personal Data You provide to Hopin for processing. You must have an appropriate lawful basis (and where necessary have obtained valid consent or agreement) for processing Personal Data by You on and through the Platform. Neither Party will provide the other Party with any sensitive or special personal data, such as health data or financial account numbers.
5.2. DPA. The Hopin Data Processing Agreement (“DPA”) at https://hopin.com/dpa is incorporated by reference into this Agreement. Each Party agrees to comply with its respective obligations in the DPA.
5.3. Transfer of Personal Data. If Personal Data originates from a Team Member or Participant in the EEA, and such Personal Data is transferred to a non-EEA country, Hopin shall do so in compliance with the DPA and subject to the standard contractual clauses adopted by the European Commission which are incorporated into the DPA.
5.4. Subprocessors and Subcontractors. You agree that Hopin may use third party processors and contractors, to process Event Content and personal data and to otherwise provide the Services. We shall be responsible for the acts and omissions of such subprocessors and subcontractors to the same extent We would be responsible if Hopin was performing the Services. The names and locations of all subprocessors used for the processing of personal data under this Agreement are listed at https://hopin.com/security.
6. USE OF THE SERVICES
6.1. Seat and Registration Management. Each Subscription Plan includes a limited number of Team Member Seats that may be filled by Your Team Members and Registrations that may be filled by Your Participants. Team Member Seat login account credentials cannot be shared or used by more than one individual at a time, but Seats can be reassigned to replacement Team Members. You and Your Team Members must maintain the confidentiality of all Team Member login credentials and mechanisms. You shall not attempt to circumvent the Subscription Plan licensing and feature limits or restrictions. You are solely responsible for Your Team Members’ compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorized access was caused by Hopin). You acknowledge that Registrations are payable regardless of whether or not the Participant attends the Event. Hopin reserves the right to monitor Your usage of the Services for Your compliance.
6.2. Content and Conduct. You agree to the Hopin Community Guidelines which are incorporated into this Agreement. You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or limiting mechanism on the Services or use the Services in a manner that interferes with or disrupts the integrity, security or performance of the Services; falsely imply any sponsorship or association with Hopin; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Services or Platform; (d) use or launch an automated system that accesses the Service (e.g., bot) in a manner that materially and adversely affects the security, availability, or stability of the Services; or (e) unlawfully use the Services or violate a person’s privacy rights. Hopin has the right to remove any content if in Hopin’s reasonable opinion, that content does not comply with the Community Guidelines or exposes Hopin or Hopin’s users to any potential liability or risk. Hopin will make good faith efforts to promptly notify You (whether before or after the removal). We shall not be liable to You, Team Members, Participants, or any other third party for any such content removal.
6.3. Your responsibility for Users at Your Events. You will enforce the Hopin Terms and Conditions with Your Participants and Team Members. If You intentionally or knowingly allow, or reasonably should have known of, any Participant’s or Team Member’s violation of the Hopin Terms and Conditions, You are liable for the actions or inactions of such Participants or Team Members under this Agreement as if they were Your own. Hopin is not liable to You for any violations of the Community Guidelines by Your Participants or Team Members. You are responsible for all aspects of dealing with Your Participants and Team Members, including but not limited to collection of payment from Participants, handling all complaints and inquiries related to ticket pricing and refunds, the specific details and content of Your Event, and personnel matters related to Team Members. If You become aware of any behavior by Participants that would constitute a violation of the Community Guidelines, You are responsible for prohibiting any further access to the Event, which can be done at any time through Your account.
6.4. Modifications. Hopin may modify any feature or functionality of the Services and reserves the right to discontinue either at any time. Hopin shall provide You with commercially reasonable advance notice of deprecation of a material feature that affects You via email or the Platform. To the extent such modification results in a material reduction of overall functionality without a comparable replacement, You may elect to terminate this Agreement by providing notice to Hopin within 30 days of such material reduction, and receive a prorated portion of all prepaid Subscription Fees associated with the impacted Service.
6.5. Temporary Suspension. We reserve the right to suspend or restrict access to the Services if: (a) We reasonably believe that You or Your Event violate this Agreement or Your Team Members or Participants violate the Hopin Terms and Conditions; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account, Event, or Participants. We shall not be liable to You or any third party for any such suspension.
6.6. Cooperation. You shall timely cooperate with Hopin to provision the Services, including but not limited to, giving Hopin accurate information, access, and materials as reasonably necessary to provide You the Services. You acknowledge that Your delay or failure to do so may result in Your inability to use all or a part of the Services, in which case Hopin will not be liable.
6.7. System Requirements. Use of the Services requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
7.1. Analytics. Hopin may aggregate, collect, and analyze information relating to the provision, use and performance of the Services, and may use such information to provide You the Services, and improve Our services and other offerings (“Analytics”). Hopin may also disclose the Analytics solely in an aggregated and anonymized format such that neither You, nor any other customer, individual or household, can be identified or re-identified, and solely for the purposes of providing You the Services and improving Our services and other offerings. Hopin may also disclose Analytics if required by law or government order.
7.2. Your Ownership. Any Analytics specific to You or Your Events are owned by You and are deemed Your Confidential Information (as defined in 8.1). Hopin will never use or disclose Your Analytics in a manner intended to allow any third party to identify or benchmark Your business practices and services.
8. CONFIDENTIAL INFORMATION
8.1. “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
8.2. Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with applicable Law.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You, Team Members, and Participants to use the Service(s) under this Agreement convey no additional rights in the Services or any Intellectual Property Rights of Hopin associated therewith. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services and Platform, including all related IP Rights, belong exclusively to Hopin.
9.2. If applicable, You grant Hopin a fully paid, royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to use, modify, exploit, and incorporate, any suggestions, enhancement requests, recommendations, or other feedback given to Hopin by You, Team Members, Participants, or other third parties acting on Your behalf.
10. REPRESENTATIONS AND DISCLAIMERS
10.1. Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third party authorization or approval is required for its execution or performance of this Agreement; and (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.
10.2. Disclaimers. THE PLATFORM AND SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM HOPIN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11.1. In this Section 11, the following definitions apply:
“Claim” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding.
“Expenses” means any reasonable out-of-pocket expense incurred in defending a Claim or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.
“Indemnitee” means a Party and its Affiliates, and their respective directors, employees, employees, agents, consultants, advisors, and other representatives.
“Indemnitor” means the Party providing its indemnification under this Agreement to the other Party.
“Losses” means any amount awarded in, or paid in settlement of, any Claim, and expressly excludes any consequential, incidental, indirect, punitive, special damages, service replacement costs, cover damages or similar liabilities that are payable to third parties who use the Services.
11.2. Hopin Indemnification. Hopin will indemnify Customer Indemnitees against all Losses arising out of a Claim brought by a third party against Customer Indemnitees, alleging that Your use of the Service infringes or misappropriates a third party’s IP Rights (an “IP Claim”). If Your use of a Service has become or is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Services; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Hopin, terminate Your Service and refund You a prorated portion of any Subscription Fees previously paid to Hopin for the unused portion of Your Subscription Period. We will have no liability or obligation regarding any IP Claim if it is caused in whole or in part by (x) compliance with designs, data, instructions, or specifications provided by You; (y) modification of the Services, unless performed or authorized by Hopin; or (z) the combination, operation or use of the Services with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Hopin to You and constitute Your sole remedy regarding an IP Claim.
11.3. Customer Indemnification. You will indemnify Hopin Indemnitees against all Losses arising out of a Claim brought by a third party against Hopin Indemnitees: (a) alleging that Your Event Content infringes or misappropriates a third party’s IP Rights; (b) arising from Your breach of this Agreement, or (c) arising from or related to Your violation of the Community Guidelines or Law.
11.4. Procedure. The indemnity obligations in this Agreement do not apply unless: (a) Indemnitee promptly notifies the Indemnitor of the threat or notice of a Claim; (b) Indemnitor has the sole and exclusive control and authority to select defense attorneys, and defend or settle any such Claim; provided that Indemnitor shall not settle or compromise any claim that results in liability or admission of any liability by Indemnitee without its prior written consent; and (c) Indemnitee cooperates with Indemnitor. An Indemnitee is entitled to participate in the defense of a Claim at its own expense. Indemnitor shall pay any Expenses that Indemnitee incurs in connection with defense of the Claim before Indemnitor assumes the defense, except with respect to any period during which the Indemnitee fails to timely notify Indemnitor of that Claim. If both Parties are negligent or otherwise at fault or strictly liable without fault, then the Indemnitor shall indemnify Indemnitee only for the percentage of responsibility for the damage or injuries attributable to Indemnitor.
12. LIMITATION OF LIABILITY
12.1. DAMAGES EXCLUDED. Neither Party nor their respective Affiliates will be liable to the other under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages; or for lost profits, lost sales or business, lost data (through no fault of Hopin), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.
12.2. MONETARY CAP. Hopin’s aggregate liability to You and Your Affiliates Each Party’s aggregate liability to the other Party and its Affiliates arising out of this Agreement, shall not exceed the Subscription Fees paid by You during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to Your and Your Affiliates' claims and shall not be cumulative.
12.3. EXCLUSIONS. Notwithstanding Section 12.2, nothing in this Agreement excludes or limits the liability of either Party for (a) death or personal injury caused by its acts or omissions; (b) its gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) fees payable to Hopin or Customer’s breach of the license hereunder; or (d) Customer’s indemnification obligations in Section 11.
12.4. Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.
13.1. Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement.
13.2. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.
13.3. Economic Sanctions and Export Controls. You agree that You will not use, and will not permit any other party to use Hopin or participate in an Event in violation of this Agreement or the Community Guidelines, or in a manner that violates, or could cause Hopin to violate, economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and You agree that You are solely responsible for compliance with all such laws and regulations. You represent that You: (a) are not organized under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Her Majesty’s Treasury and will not access or use Hopin or participate in an Event, in such countries or territories;] (b) are not, and are not owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List; (c) are not, and are not owned 50% or more or controlled, individually or in the aggregate by persons, identified on the Consolidated List of Financial Sanctions Targets in the UK administered by Her Majesty’s Treasury; and (d) are not a person identified on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists. You will not permit any person described in any of clauses (a), (b), (c) or (d) to be a Participant in any Event or to access or use Hopin in connection with any such Event. This section applies except to the extent it would cause any person, including Hopin and You, to contravene, where applicable, the EU’s Blocking Regulation or the UK’s Protection of Trading Interests Legislation.
13.4. Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under this Agreement to an Affiliate or in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction, with notice to the other Party (provided that any assignee of Customer also completes and meets any applicable credit reviews by Hopin and further provided that if You assign this Agreement to a competitor of Hopin, Hopin may terminate this Agreement upon 30 days notice to You). This Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees and successors.
13.5. Integration. This Agreement constitutes the entire agreement and supersedes any prior agreements between You and Hopin regarding the subject matter hereof. This Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being void), and, except as stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party regarding the subject matter hereof.
13.6. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement, and Your continued use of the Services following the effective date will be Your agreement to any such amendment. You may elect to terminate this Agreement by providing notice to Hopin within 30 days of such material amendment, and receive a prorated portion of all prepaid Subscription Fees associated with the impacted Service. Amendments that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any amendments to this Agreement.
13.7. Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.
13.8. Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.9. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.10. Notice. Any notice under this Agreement must be in writing and delivered by email to all the addresses specified below. Email notice is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.
If to Hopin, by email to:
- [email protected] with “LEGAL NOTICE” in the subject line, and
- Any additional email addresses specified on the Order.
If to Customer, email to both notice email addresses specified in the Order.
13.11. Governing Law. If Your contact address is in the United States, New York State law governs this Agreement, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in New York, New York. Each Party submits exclusively to the personal jurisdiction of this jurisdiction to resolve any dispute relating to this Agreement or Your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
If Your contact address is not in the United States, this Agreement and any disputes or claims relating to it or its validity, performance subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed under, the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
You represent that the choice of law to govern this Agreement is a valid choice of law under the laws of the country in which You are based and Your submission to the jurisdiction of the courts specified above is valid and binding on You.
13.12. Survival. Sections 2 to 14 survive any expiration or termination of this Agreement.
14.1. Informal Resolution. Hopin wants to address your concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by notifying the other Party first. If a dispute is not resolved within 30 days of notice, Customer or Hopin may bring a formal proceeding.
14.2. Agreement to Arbitrate. Customer and Hopin agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in New York, NY, or any other location both parties agree to in writing.
14.3. NO CLASS ACTIONS. Customer may only resolve disputes with Hopin on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.