Global Platform Terms (April 15th 2022)

These Global Platform Terms (“Global Terms”) govern use of the Hopin suite of products and services and include product specific terms that only apply if you purchase that specific Product. 

• Hopin Event Specific Terms apply to your use of the Hopin Event products and services.
• StreamYard Business Specific Terms apply to your use of the StreamYard Studio Business product.
• Boomset Specific Terms apply to your use of the Boomset product, and if applicable, purchase of In-Person Add-Ons.
• Hopin Events - Onsite Specific Terms apply to your use of the Hopin Events - Onsite product, and if applicable, purchase of In-Person Add-Ons.

By entering into a sales order that incorporates by reference these Global Terms, the individual or entity identified as customer on the sales order form (“Customer”) agrees to these terms with Hopin. 

Directly conflicting terms will be resolved in the following order: the Order (controls over all), Product Specific Terms, and then these Global Terms. 

Where other language versions of this document exist, the English version will control.

The terms “You,” “Your” or a related capitalized term shall also refer to Customer. The terms “We,” “Our” or a related capitalized term shall also refer to Hopin. Customer and Hopin are collectively referred to as the “Parties” and individually as a “Party.”

Definitions

“Add-Ons” means additional 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. 

“Add-On Fees” means the fees payable for any applicable Add-Ons.

“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 these Global Terms, Product Specific Terms, with any Orders and exhibits or additional terms incorporated by reference.

“Community Guidelines” means the Hopin Community Guidelines located at https://hopin.com/community-guidelines and say what you, your participants and users can and can’t do while using our products and services.

“Contributions” means any content, information, and data, such as chat messages or files, submitted to the Platform by a Participant.

“Data Protection Legislation” means all applicable data protection and  privacy legislation in force from time to time which apply to a Party relating  to the use of personal data, including the General Data Protection  Regulation ((EU) 2016/679); the retained EU law version of the General  Data Protection Regulation ((EU) 2016/679) (the UK GDPR) as it forms  part of the law of England and Wales, Scotland, and Northern Ireland by  virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data  Protection Act 2018; the Privacy and Electronic Communications Directive  2002/58/EC (as updated by Directive 2009/136/EC); the Privacy and  Electronic Communications Regulations 2003 (SI 2003/2426); and the  California Consumer Privacy Act of 2018 (AB 375) (CCPA). 

“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.

“Data Processing Agreement” or “DPA” means the data processing terms located at https://hopin.com/legal/dpa that explain how we process data and includes the EU Standard Contractual Clauses.

“End User Terms” means the applicable end user terms of service or use as identified (if applicable) in the Product Specific Terms. 

“Event” means an online, onsite, 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 IP Rights and property owned by Hopin or its licensees.

“Hopin” means the Hopin entity identified in the Order, or if none is provided Hopin Ltd., incorporated and registered in England and Wales with company number 12035150 and whose registered office is at 5 Churchill Place, 10th Floor, London, E14 5HU, United Kingdom; and any of Hopin’s successors or assignees, with all its Affiliates.

“Host” means the company, business, individual, or organization that uses the Services 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, logos, service marks, trade names, 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, including but not limited to Data Protection Legislation.

“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 sales 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 Event, under which individual Events 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 or view an Event or who actually attends an Event, and includes attendees, viewers, guests, 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 cloud-based platform described in each Product Specific Terms and includes its associated software, services, products, hardware, devices, information, networks, components, APIs, and Documentation.

“Product” means a specific product, service, or feature, which may constitute a part of, or integrate with, the Platform. The Products covered under these Terms are Hopin Events and StreamYard Studio Business.

“Registration” is defined in the Hopin Events Specific Terms and applies to Hopin Events.

“Service(s)” means the Products and services specified in an Order referencing this Agreement, which expressly excludes Non-Hopin Products.

“Subscription Fee” means the fee payable for the applicable Subscription Plan. 

“Subscription Period” means the license period for the applicable Subscription Plan.

“Subscription Plan” means the 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 account, including but not limited to Your Event moderators and event managers.

“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).

1. SCOPE 

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-sublicensable (subject to Sections 1.2 and 1.3) revocable right to access the Platform and use the Services during the applicable Subscription Period. The license granted hereunder is personal to You, and You may not re-use or share Your license with a third party, such as Your own customer or client, unless otherwise agreed to in a separate writing. If you are an agency or reseller interested in our Certified Partner Program, contact us by emailing [email protected]. 

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 or other sales rider referencing these Global Terms 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 or other sales rider referencing these Global Terms 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. Integration with any Non-Hopin Product is provided as a courtesy and based on the then-current Non-Hopin Product’s service and integration method (e.g., API, iFrame, SDK). Hopin shall use reasonable efforts to continue such integration but makes no promises or guarantee that such integration shall remain throughout the Subscription Period.

1.5. Upgrades; Add-Ons. You can upgrade Your Subscription Plan or purchase Add-Ons at any time during Your Subscription Period by visiting Your account or signing an additional Order. Your upgrade or Add-On 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-Ons 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 (except where expressly stated in the Platform that You will receive a pro-rated credit). You must remove Team Members before the downgraded renewal Subscription Period begins. Downgrading Your Subscription 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://hopin.zendesk.com/hc/en-us. 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. If You purchased a premium service level agreement, the terms of that service level agreement will also apply.

1.8  Beta Features. Hopin may offer access to features, services, products, or integrations, that are pre-release, beta versions (“Beta Feature”). Use of any Beta Feature is in Your discretion and opt-in. Access to and use of Beta Features may be subject to additional agreements. Hopin makes no representations or warranties that a Beta Features will ever be made generally available and reserves the right to discontinue or modify a Beta Feature at any time without notice. Beta Features are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta Feature is at Your sole risk. The existence and details of the Beta Feature, and your feedback about the Beta Feature, are deemed the Confidential Information (as defined in Section 8.1) of Hopin.

1.9  API License. If Hopin elects to give you access to a Hopin API, Hopin grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Hopin API solely in connection with developing and implementing integrations with approved third party services, and solely in the manner described in the API documentation and subject to the restrictions in these Global Terms. The Hopin API is provided as a courtesy and may be modified or suspended in Hopin discretion, provided that Hopin will make reasonable efforts to notify You prior of any modifications or suspensions.  

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, activation, lead retrieval or any other credits, expire at the end of the then-current Subscription Period and do not rollover to any subsequent Subscription Period or 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. For the avoidance of doubt, any discount only applies for the Subscription Period set out in a particular Order and does not roll over to any renewal term.

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 an 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 due to Your uncured breach under Section 2.4, You must immediately pay any undisputed and unpaid fees for the remainder of such Subscription Period, in addition to any other undisputed amounts You may owe Hopin. If You terminate this Agreement due to Hopin’s uncured and uncontested breach under Section 2.4, Hopin will refund You a prorated portion of the prepaid Subscription Fees and unconsumed Add-On Fees covering the remainder of the Subscription Period.

2.6. Export of Event Content. For 30 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 30 days, Hopin has no obligation to maintain or provide the Event Content, and may delete Your Event Content unless prohibited by Law. Notwithstanding the foregoing and subject always to Section 5, Hopin will delete Your Event Content promptly upon Your request, unless prohibited by Law.

3. FEES AND PAYMENTS

3.1. Fees and Taxes. The Order will specify the applicable fees for all Services and (if applicable) Non-Hopin Products, exclusive of sales, value-added, use, or similar taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments (“Taxes”). Hopin will collect and remit any applicable taxes, separately stated on Your invoice. If You claim exemption from tax, You must provide Hopin with properly executed exemption certificate or other documentation acceptable under Law. 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. If Customer provides Hopin with a valid tax exemption certificate authorized by the appropriate taxing authority, taxes will not apply in the Invoice. 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. 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.

3.3. 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.

3.4 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.

3.5 Currency; No Refunds. All fees are due and payable in the currency specified by Hopin, unless otherwise agreed. Except as expressly stated otherwise herein, all fees are non-refundable and Your payment obligations are non-cancelable unless expressly stated otherwise herein. 

3.6 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 Fee 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 as well as the Hopin indemnification in Section 11. Unless otherwise agreed in writing, any Free  Trial services may not be used in any live production environment or during a live Event.  

4. OWNERSHIP OF EVENT CONTENT

4.1. Event Content. As between You and Hopin, You are the owner of Event Content and retain all ownership rights thereto. During the applicable Subscription Period, 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. DATA 

5.1. 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. 

5.2. No Sensitive Data. Neither Party will provide the other Party with any sensitive or special category personal data, such as health data or financial account numbers.

Solely for your reference, some commonly asked questions are answered in the Hopin Data FAQ at https://hopin.com/legal/data-faq. 

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 will comply with the Community Guidelines which are incorporated into this Agreement. Hopin has the right to remove any content if in Hopin’s reasonable opinion, that content does not comply with the Hopin Community Guidelines or exposes You, 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 damages or losses in connection with such content removal.

6.3. Your responsibility for Users at Your Events. You will make commercially reasonable efforts to enforce the End User Terms 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 End User Terms or Community Guidelines, 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 End User Terms or Community Guidelines by Your Participants or Team Members. You are responsible for all aspects of dealing with Your Participants and Team Members, such as Your Event-specific rules or conditions, securing consent or agreement from speakers, securing marketing consents from Participants, 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 behaviour by Participants that would constitute a violation of the End User Terms or 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 may temporarily 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 End User Terms; 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 No Resale; Restrictions. Any licenses or rights granted to You hereunder are personal and non-transferable. 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. 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; (e) unlawfully use the Services or violate a person’s privacy rights; or (f) remove any product identification, proprietary, confidentiality, copyright or  other notices placed upon or contained in the Services; or (g) use Services provided by Hopin in violation of any Law.

6.8. 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.‍You are responsible for taking all necessary steps to ensure that the technology infrastructure you use during your Event meets all system requirements.

6.9. Marketing Consent Responsibility. ‍While Hopin may provide features or functionality to facilitate Your marketing activities or collection of marketing consents, You are solely responsible for ensuring You comply with Law and for seeking and securing any and all marketing and communication consents from Participants in connection with Your Event and use of the Services. Hopin does not provide advice on how to comply with Law for Your marketing activities.

7. ANALYTICS

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 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. You shall not contest or dispute that Hopin is the rightful owner of the IP Rights, and You shall not claim any title to or right to use the IP Rights or any variation thereof, other than the right to use the IP Rights in compliance with this Agreement and shall take no action, directly or indirectly, inconsistent with Hopin’s ownership or challenge the validity thereof. You shall not seek to register, register or use any of the IP Rights or any parts thereof, or any confusingly similar terms, logos, or designs, as part of any trademark filing, website address or domain name, trade name, social media handles and the like. 

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 related to the Platform or Services, given to Hopin by You, Your Team Members, 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. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE 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 THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OR OTHERWISE  PROVIDED IN WRITING TO YOU. WE DO NOT WARRANT THAT ANY ERRORS IN THE SERVICES PROVIDED HEREUNDER CAN OR WILL BE CORRECTED.

11. INDEMNIFICATION

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 in the case of Customer, Affiliates that are expressly permitted to use the licenses to the Products hereunder), and their respective directors, employees, agents, consultants, advisors, and other representatives.

“Indemnitor” means the Party providing the indemnity 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 in connection with Your use of the Services.

11.4. Procedure. The indemnity obligations in this Section 11 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 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 for (a) either Party for death or personal injury caused by its acts or omissions; (b) either Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) amounts owed by You under any Orders; or (d) Customer’s breach of the license hereunder; or (e) 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. GENERAL 

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 Team Member or 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). We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate of Hopin. 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:

1. [email protected] with “LEGAL NOTICE” in the subject line, and 
2. 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 exclusively in a court of general jurisdiction in New York, New York subject to Section 14.2 (if applicable). 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 subject to Section 14.2 (if applicable). 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. 

13.13. Logo Rights.  During the Subscription Period, You give Hopin permission to include Your logo and name on Hopin’s customer lists, sales and marketing collateral.

14. Disputes.

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, You or Hopin may bring a formal proceeding.

14.2. Agreement to Arbitrate. If Your contact address is in the United States, You and Hopin agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The place of arbitration will be New York, NY and conducted in English. If Your contact address is not in the United States, You and Hopin agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be London, UK and conducted in English. 

14.3. NO CLASS ACTIONS. You 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.