Limited Use License for Agencies (LULA) Addendum
This LULA Addendum to Hopin Sales Order (“Addendum”) is effective as of the Sales Order Effective Date in which it is referenced, and is entered into by the Hopin entity identified on the Sales Order (“Hopin”) and the Customer identified in the Sales Order (“You or Agency”).
The purpose of this Addendum is to set forth the terms and conditions on which Hopin will allow You to use the Subscription Plan that You purchase under Your Sales Order, to host one-off Events for Your own clients.
Capitalized terms not defined herein are defined in the Global Platform Terms at https://hopin.com/legal/global-platform-terms (“Platform Terms”) and the Sales Order (collectively the “Agreement”). Platform Terms are incorporated in this Addendum by reference. Directly conflicting terms will be resolved in the following order: Sales Order (controls over all others), this Addendum, and then the Platform Terms.
1. RESALE EXCEPTION
1.1. Limited Sublicense Right. Notwithstanding anything to the contrary in the Platform Terms, as an event manager, You may use the Subscription Plan You purchased under the Sales Order to host one-off Events for Your own clients (each an “End Client”), subject to the terms and conditions of the Agreement and this Addendum.
1.2. Order Process. Each End Client must be approved by Hopin before You can host an Event for them (email acceptable) which approval will not be unreasonably withheld or delayed. If You exhaust the total Registrations at any time, You can pre-purchase additional Registrations at the pricing specified in Section 1.3 below, or pay for Overages in arrears at the then-current list price.
1.3. Agency Pricing. The Sales Order will specify the product plan type (Enterprise of Business), number of included Registrations, and price per additional Registration. The prices and any applicable discounts apply only during the Subscription Period and not to any renewals unless otherwise agreed.
1.4. End Client Support. For the purpose of clarity, Agency’s Subscription Plan includes the SLA identified in the Sales Order, but only for Agency. End Clients will not receive Account or Live Event services, but such Services may be purchased by Agency as an Add-On Product under an Order at Hopin’s then current rates. Agency will be responsible for providing the equivalent of Account and Live Event services and customer support to End Clients. You are strictly prohibited from giving any End Client, administrative access to the Agency’s license or account to avoid disclosing other End Client’s data to that End Client and to comply with Law.
1.5. Co-Terminus. Any unused Registrations will terminate or expire at the same time as the Subscription Period.
1.6. Primary Liability. You remain liable for payment and the acts and omissions of each End Client as if they were Your own under this Agreement.
1.7. No Incremental Fees. You may not charge any approved End Client, directly or indirectly, any incremental fees for the sublicense. For clarity, You are not prohibited from charging fees if the sublicense is bundled with other non-Hopin services so long as the foregoing is complied with.
1.8. No Additional Warranties. You will not make any representations or warranties to End Clients or any third parties regarding Hopin’s Services or Platform
1.9. Channel Conflict. Agency shall cooperate with Hopin in good faith to reduce channel conflict and will refrain from activities that compete with Hopin for client business, such as by manipulating or benchmarking prices. If Agency fails to comply, Hopin may terminate the Agreement.
2.1. Fees. Fees payable by You for each additional Organization and the included number of Registrations will be specified in each Order.
2.2. Payment Terms. Payment terms are 14 days net of invoice date unless specifically stated otherwise in the Order.
2.3. License Suspension. Notwithstanding anything to the contrary in the Platform Terms, Hopin may suspend Your and Your End Clients’ access to the Platform if any amount due under the Order is more than seven (7) days late.
3.1. Agency Policies: You will comply with the DPA for Providers at https://hopin.com/dpa-agencies, the Data Security Requirements at https://hopin.com/datasec-providers, and the Provider Code of Conduct at https://hopin.com/codeofconduct-providers.
3.2. Data/Account Restrictions. End Clients must not have access to the Organizer Dashboard or receive account credentials to access Hopin Team Member Seats (admin accounts).
3.3. Certified Partner. You must become a Hopin Certified Partner within 30 days after the Effective Date and pay the applicable Program fee, or be actively engaged with the Hopin Agency Success team to become certified within an agreed upon time period. Upon the execution of the Hopin Certified Partner Agreement, this Addendum will be deemed an executed Program Addendum to that Hopin Certified Partner Agreement.
3.4. Costs. You are solely responsible for procuring and maintaining adequate equipment, resources, and technology to ensure that Your IT infrastructure can support Your End Clients. You are solely responsible for all costs associated with supporting Your End Clients.
4. TERM, TERMINATION
4.1. Termination for Cause.
(a) Hopin may terminate this Addendum if You do not cure a material breach of this Addendum within 24 hours after Hopin gives You notice of such breach (unless otherwise agreed to by Hopin); and
(b) Hopin may terminate this Addendum immediately and without prior notice if Agency refuses to or is unable to support the End Client in its use of the Platform.
4.2. Effect of Termination. Upon any termination or expiration of the Order or Platform Terms, Agency will fully cooperate with Hopin to transition the End Client relationship to Hopin without disruption to such End Client.
4.3. To the extent there is a conflict between the terms of this Addendum and the terms of the Platform Terms, the terms of this Addendum will control to the extent of the conflict. Except as set forth in this Addendum, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
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