Hopin Certified Partner Terms

The Hopin Events, Hopin Session and Boomset services have been acquired by RingCentral. For Hopin Events (now RingCentral Events), Hopin Session (now RingCentral Session) and Boomset customers, updated terms are as follows: RingCentral Global Platform Terms at https://ringcentral.com/legal/ringcentral-events/global-platform-terms, and for other terms and policies, including Privacy Notice, visit https://www.ringcentral.com/legal.html.

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The Hopin Certified Partner Terms apply to your participation in our Certified Partner Program (the “Program”). 

By entering into a Hopin sales order (“Order”) that incorporates by reference these Certified Partner Terms, the individual or entity identified as the counterparty (“You”) on the Order agrees to these terms with Hopin. If an inconsistency occurs between these Terms and the Order, the Order's terms shall control. The Terms and the Order together are the “Agreement.” 

“You” (and its related capitalized terms) may also be referred to as “Agency” or “Provider” 

“We,” “Our” or a related capitalized term shall also refer to Hopin. 

You and Hopin are collectively referred to as the “Parties” and individually as a “Party.”

1. DEFINITIONS

“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.

“Agency Service(s)” means the products and services provided by Agency to an End Client that expressly excludes the Hopin Platform and Services.

"Certification" means satisfactorily passing the required examinations and certification requirements for the applicable Program as described in the Program Policies.

“Certified Badges” means the Hopin specified logo and graphic that identifies its holder as being certified and in good standing under the Program.

“Certified Host” means individuals who have received Certification and are in good standing within the Program.

“Certified Partner” means an entity that has received Certification and is in good standing within the Program.

“End Client” means an individual or entity that purchases a Hopin product or service, whether directly or indirectly with Hopin.

“Code of Conduct for Providers” means the code of conduct for agencies, vendors, and other providers as set forth on http://hopin.com/codeofconduct-providers.

“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 End Client’s online or hybrid event hosted on or facilitated by the Platform. 

“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.

“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.

“Personnel” means Your employees, contractors, representatives, and agents.

“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.

“Program” means the various program(s) made available to certain Certified Partner as further described in the Program Policies section at the bottom of these Terms. Click here

“Program Addendum” means one or more addendums to this Agreement which provide additional rights and terms to participate in a Program. E.g., Program Addendum to use a Limited Use License for Agencies with End Clients or Program Addendum for the Certified Partner Commission Program.

“Certified Partner Program Policy” means the Certified Partner Program requirements and details at the bottom of these Terms. Click here

“Service(s)” means the Platform, and any other Hopin products and services.

2. CERTIFICATION

2.1 Certified Partner. The requirements to become a Certified Partner are in the Certified Partner Program Policy below. Your Certification Period will start and end as specified in the Order.

2.2 Certified Host. You may designate certain Personnel to seek Certification as a Certified Host. Only those Personnel that complete the process of, and meet the requirements for, Certification in the applicable Program Policy may become Certified Hosts. Hopin may grant or deny any Certification in its discretion. Only Personnel who are Certified Hosts in good standing are permitted to exercise the rights and benefits under this Agreement.

2.3 Conduct and Content. Agency must comply with Code of Conduct for Providers, in letter and spirit, during the Certification Period. Agency must comply with the Hopin Community Guidelines located at https://hopin.com/community-guidelines. You are liable for the acts and omissions of Your Personnel under this Agreement as if they were Your own. You are responsible for all aspects of dealing with Your Personnel such as personnel and compensation matters related to Personnel. If You become aware of any behavior by an End Client that would constitute a violation of the Hopin User Terms at https://hopin.com/terms or the Hopin Community Guidelines, You will inform Hopin and take appropriate action. 

2.4 Background Check. You will conduct, to the extent allowed by Law, background checks within the twelve (12) months before assigning Personnel to perform Services on-site for any End Client (e.g., On-Site Hopin services).

2.5 Non-Exclusivity. This Agreement does not create an exclusive agreement between Hopin and Agency. Each Party may sell, market, or promote similar products and services of third parties and to work with other parties in the same or similar capacity. Agency may not represent or imply that it is an exclusive or preferred partner of Hopin.

2.6 Program Changes. Hopin reserves the right to modify the Program or the Program Policies, including any condition, requirement or benefit. All such changes shall be effective upon notice to You or at such time that Hopin may specify, provided that Hopin will use commercially reasonable efforts to give You 30 days’ notice of any material and adverse change to the Program. Should You disagree with any change or modification, You may terminate this Agreement in accordance with its terms.

3. TERM, TERMINATION

3.1 Term. This Agreement will start on the Effective Date and continue until terminated under this Section 3. 

3.2 Termination for Convenience. Either Party may terminate this Agreement (which will automatically terminate Your participation in the Program) by providing at least 30 days prior notice to the other Party. 

3.3 Termination for Cause. 

1. Either Party may terminate this Agreement (a) effective upon notice to a Party due to its material breach that was not cured within seven (7) 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. Hopin may terminate this Agreement immediately, including termination and revocation of any Certifications and Certification Badges to which this Agreement relates, upon the occurrence of any one of the following events (each a “Cause”):  (i) Agency fails to comply with any of the terms of this Agreement; (ii) Agency misappropriates or discloses any trade secret or Confidential Information of Hopin (including, but not limited to, any Hopin Certification Exams or Confidential Information with respect to which Agency is under obligation of confidentiality), or otherwise infringe any other intellectual property right of Hopin, or engage in any other activities prohibited by law; (iii) Agency fails to comply with the Code of Conduct for Providers, or any applicable continuing Certification requirements. 

3.4 Effect of Termination. Upon termination or expiration of this Agreement:

3. All licenses granted to Agency hereunder will terminate;
4. Agency shall immediately cease all use of any Tools, Certification Badges, and marketing materials, related to this Agreement.  
5. Agency is no longer authorized to market or represent itself as a partner of Hopin, nor to refer to its relationship with Hopin on its website, social media, or in any marketing materials or communications.
6. Hopin’s termination under this section shall not prejudice any rights Hopin may have under this Agreement or in law, equity or otherwise.  If We terminate this Agreement due to Agency’s uncured breach, You must immediately pay any undisputed and unpaid fees through the date of termination, in addition to any other undisputed amounts You may owe Hopin.

4. FEES AND PAYMENTS

4.1 Fees. You will pay Hopin the annual certification fee set forth in the Order for each year of the Certified Period. All fees and applicable taxes set forth in the invoice are due within 14 days of invoice date. You may not withhold any taxes or charges or set-off any amounts due to Hopin. 

4.2 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.

4.3 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. 

5. DATA AND SECURITY

5.1 Client Data. To the extent that any personal data is processed in connection with the Program,  You agree to comply with the Data Processing Addendum for Providers (“DPAP”) located at http://hopin.com/dpa-providers with the respect to Client Data. “Client Data” means any and all personal data of Client which may be provided in the course of Agency’s participation in the Program and includes personal data of Client which is provided either (a) by Agency to Hopin, or (b) to Agency by or on behalf of Hopin. Except as and to the extent strictly necessary to meet Agency’s obligations in connection with the Program, Agency shall not share, publish, sell, trade, give away, or in any other way use, disseminate or disclose Client Data received from Hopin, or transfer such Client Data from one country or territory to another, except in compliance with the DPAP. Agency will comply with its privacy policies, any data processing agreements between Agency and the Client, and any Laws. Neither Party will provide the other Party with any sensitive or special personal data, such as health data or financial account numbers.

5.2 Analytics Data. Agency may receive access to certain analytics and Service usage data that is owned by the Client (“Analytics”). Analytics are deemed the Confidential Information of Hopin and are further subject to any agreements that You may have with the End Client. Except for the sole purpose of providing Agency Services to the Client, Agency is prohibited from using, copying, disclosing, processing, aggregating, or otherwise exploiting the Analytics without the express prior written permission of Hopin and the Client. 

5.3 Security Requirements. You represent and warrant to Hopin that as of the Effective Date and during the Term of the Agreement, (a) You comply with the Data Security Requirements for Providers set forth at https://hopin.com/datasec-providers; (b) Your security program is and will remain at a minimum compliant with Laws; and (c) Your security program will not materially degrade. Access to Hopin’s systems and tools are strictly for the purpose of Agency’s performance under this Agreement. 

6. OBLIGATIONS

6.1 Credentials. If Your Personnel receive access to admin account seats for the Platform, the login account credentials cannot be shared or used by more than one individual at a time. Agency must maintain the confidentiality of all login credentials and mechanisms. Agency shall not attempt to circumvent the feature limits or restrictions of such account. You are solely responsible for Your Personnel’s 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). Hopin reserves the right to monitor Agency’s usage of the Services for Agency’s compliance. 

6.2 No Resale. Unless expressly authorized under a Program Addendum (such as the Limited Use Agency License), Agency will not, and will not attempt 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 Personnel, Affiliates, and contractors, solely as reasonably necessary for You to use the Services; provided that such Personnel, Affiliates and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement.

6.3 Referral. If Hopin refers a potential End Client to You, You must not market, promote, or attempt to offer or sell a solution that is similar to the services offered by Hopin. Violation of this provision by You or Your Personnel will result in immediate termination from the Program. 

6.4 Agency Services. You must clearly disclose to the Client that You are providing Your non-Hopin services under a separate contract (e.g., MSA) with the Client as principal, and not as an agent or other representative of the Hopin.

6.5 Modifications. Hopin may modify any feature or functionality of the Platform or Services and reserves the right to discontinue either at any time. 

6.6 Temporary Suspension. We reserve the right to suspend or restrict access to the Platform or Services if: (a) We reasonably believe that You have or are violating this Agreement; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account(s). We shall not be liable to You or any third party for any such suspension. 

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, Agency’s 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.

6.8 Insurance. You shall obtain and maintain in force adequate or customary insurance with reputable insurers during the term of this Agreement (e.g. general business insurance). You acknowledge and agree that in no event shall the coverage limits affect or limit in any manner Your liability under this Agreement. Upon Hopin’s written request, You will provide evidence of the foregoing insurance to Hopin to demonstrate Your compliance with this provision.

7. CONFIDENTIAL INFORMATION

7.1 “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.

7.2 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. 

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Event Content. The End Client is the owner of any materials and content that an End Client or others transmit through or store on the Platform, including but not limited to, materials to be displayed during Events, attendee and speaker related content, audio-visual content, interactive features, and any other materials or content made available or submitted to the Platform in connection with an End Client’s Event and recordings thereof, but excluding any Hopin property (“Event Content”) subject to any agreement to the contrary between You and that End Client. You will not act to interfere with or contravene the End Client’s ownership of the Event Content.

8.2 IP Rights. Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You to use the Service(s) under this Agreement convey no additional rights in the Services or any IP 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.

8.3 Independent Development. Agency must not use Hopin’s IP Rights, trade secrets, or proprietary know-how to develop any products, service, technology or materials without Hopin’s express prior consent. However, Hopin acknowledges that Agency may be independently creating content and marketing materials for Clients (“Client Materials”), and other than a Party’s confidentiality obligations under Section 7 and restrictions on the use of Hopin materials, nothing in this Agreement will be construed as restricting or preventing Agency from creating such content and marketing materials for Clients and such independently created content and marketing materials will be the property of Agency and/or Client. 

8.4 Conflicting Obligations. Agency warrants that Agency has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or that would preclude Agency from complying with this Agreement. Agency will not enter into any such conflicting agreement during the term of this Agreement.

9. REPRESENTATIONS AND DISCLAIMERS

9.1 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.

9.2 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.

10. INDEMNIFICATION

You shall defend and indemnify Hopin and its Affiliates, and their respective officers, directors, employees, agents, contractors, representatives, successors and assigns from and against any and all actions, demands, claims, and/or liabilities (including, but not limited to, personal injury or product liability claims) arising out of: (a) Your violation of this Agreement; (b) related to or arising from Your performance of any services pursuant to any Program Addendum; or (c) Your Agency Services. In the event Hopin seeks indemnification from You under this provision, Hopin will promptly notify You in writing of the claim(s) brought against Hopin for which it seeks indemnification. Hopin reserves the right, at its option and sole discretion, to assume full control of the defense of such claim with legal counsel of its choice. You may not enter into any third party agreement which would, in any manner whatsoever, affect the rights of, or bind Hopin in any manner, without the prior written consent of Hopin. In the event Hopin assumes control of the defense of such claim, Hopin shall not settle any such claim requiring payment from you without your prior written approval.  Upon Hopin’s request, you shall reimburse Hopin for any expenses reasonably incurred by Hopin in defending such a claim, including, without limitation, attorney's fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.

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11. LIMITATION OF LIABILITY

11.1 DAMAGES EXCLUDED. Except for breach of Section 7 (Confidentiality) or Section 5 (Data and Security), 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, whether or not such Party has been advised of the possibility of such damages.

11.2 MONETARY CAP. Hopin’s aggregate liability to You arising out of this Agreement, shall not exceed the 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 claims and shall not be cumulative.

11.3 EXCLUSIONS. Notwithstanding Sections 11.1 and 11.2, nothing in this Agreement excludes or limits the liability for (a) death or personal injury caused by a Party’s acts or omissions; (b) a Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) Agency’s breach of any licenses granted by Hopin hereunder or Section 6 (Data and Security); (d) Agency’s indemnification obligations in Section 10 or (e) if applicable, Agencies activities under any Program Addendum.

11.4 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.

12. INDEPENDENT CONTRACTOR; BENEFITS

12.1 Independent Contractor. It is the express intention of the Parties that You perform the Services as an independent contractor to Hopin. Nothing in this Agreement shall in any way be construed to constitute Agency as an agent, employee or representative of Hopin. Without limiting the generality of the foregoing, Agency is not authorized to bind Hopin to any liability or obligation or to represent that Agency has any such authority. Agency agrees to furnish (or reimburse Hopin for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance. You acknowledge and agree that Your are obligated to report as income all compensation received by Agency pursuant to this Agreement. Agency will pay (and shall not be entitled to any contribution or reimbursement from Hopin with respect to) all self-employment and other taxes on such income, including but not limited to, federal or state or local taxes (e.g., income, unemployment insurance, disability insurance), with holdings (including FICA), workers compensation, benefits, expenses (e.g., travel, relocation) or other costs related to the Agency’s services.

12.2 Benefits. Hopin and Agency agree that Agency will receive no Hopin-sponsored benefits from Hopin. If Agency is reclassified by a state or federal agency or court as Hopin’s employee, Agency will become a reclassified employee and will receive no benefits from Hopin, except those mandated by Law, even if by the terms of Hopin’s benefit plans or programs of Hopin in effect at the time of such reclassification, Agency would otherwise be eligible for such benefits.

12.3 Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, Agency shall not, on its own account or on behalf of any other person, directly or indirectly solicit any customer of Hopin or its affiliates or subsidiaries, that became known to Agency directly or indirectly as a result of disclosure of Confidential Information to Agency under this agreement to alter, terminate, or breach its contract or other business relationship with Hopin or any of its affiliates or subsidiaries.

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, including without limitation any Laws activities relating to marketing and communication activities (e.g., opt out, unsubscribe, "do not send" requests).  

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. Each Party agrees that it will not act, and will not permit any other party to act, in a manner that violates economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and each Party agrees that it is solely responsible for compliance with all such laws and regulations. Each Party represents that it: (a) is 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; (b) is not, and is 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) is not, and is 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) is 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. This section applies except to the extent it would cause any person, including Hopin and Partner, 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; and provided that if such proposed assignment is to a competitor of Hopin, Hopin may terminate this Agreement upon 30 days prior notice to Partner. This Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees, and successors.  

13.5 Integration. The Agreement constitutes the entire agreement and supersedes any prior agreements between Partner and Hopin regarding the subject matter hereof. The Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation Partner or any entity which Partner 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. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each Party 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, with cc to [email protected].

If to Partner, email to both notice email addresses specified in the Agreement.

13.11 Informal Resolution. Hopin wants to address Partner’s 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, Partner or Hopin may bring a formal proceeding.

13.12 Governing Law. If Partner’s contact address is in the United States, New York State law governs this Agreement, without reference to conflict of laws principles. Any disputes under the Agreement shall be resolved exclusively in a court of general jurisdiction in New York City, New York. Each Party submits exclusively to the personal jurisdiction of this jurisdiction to resolve any dispute relating to the Agreement subject to Section 11.13 (if applicable). If Partner’s contact address is not in the United States, the laws of England and Wales govern the Agreement, without reference to conflict of laws principles. Any disputes under the Agreement shall be resolved exclusively in the Courts of England and Wales subject to Section 11.13 (if applicable). 

13.13 Agreement to Arbitrate. If Partner’s contact address is in the United States, Partner 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 Partner’s contact address is not in the United States, Partner 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. 

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PROGRAM POLICIES

Certified Partner Program Policy

October 6, 2021

Overview

Certification for a Certified Partner is held at an agency level, rather than an individual level.

Requirements to acquire Certified Partner certification:

• Designate one Personnel to be the Agency’s lead representative for the Program and that Personnel must promptly seek Certification and become a Certified Host within 30 days after the Effective Date.
• After the lead representative becomes a Certified Host, You must have at least one Personnel who is a Certified Host in good standing at all times.

Ongoing Requirements to maintain certification:

• Upon request by Hopin, You will participate in a debrief with Hopin personnel and provide a “brag sheet” illustrating how You are delighting Clients.
• Upon request by Hopin, You will provide documents, information, items and materials as reasonably required by Hopin in connection with the Services and ensure that they are accurate and complete in all material respects.

Certified Host

Certification for a Certified Host is held on an individual level rather than at an agency level. A Certified Host must be sponsored by a Certified Partner.

Requirements to acquire Certified Host certification:

• Pass the Hopin certification course with a score of 90% or higher.
• Receive email confirmation from Hopin that Personnel has received Certification.

Ongoing Requirements to maintain certification:

• Re-take and pass oral examinations as Hopin deems appropriate.
• Maintain certification on a quarterly basis with new features and functionality released by the Hopin.
• Comply with the Code of Conduct for Providers.
• Comply with all reasonable and lawful instructions of the Hopin.
• Act in good faith and not to allow its interests to conflict with its duties under this Agreement.
• Personnel will be allowed to retake any failed tests twice. If the third attempt is unsuccessful, that Personnel will have to wait 30 days before he/she/they can retest.

Program Benefits

So long as you are a Certified Partner in good standing, You will have access to the following:

A. Certification Badge License. During the Term, and upon becoming a Certified Partner, and subject to the terms of the Agreement, Hopin grants Agency a personal, non-exclusive, non-transferable, revocable license to reproduce and display Certification Badges and Hopin’s trademarks and logos, for the sole purpose of indicating that the Agency is a Certified Partner and that certain Personnel are Certified Hosts. Agency use of such Certification Badges must be in compliance with any applicable Hopin Brand Guidelines.

Agency may not use the Certification Badges or Hopin’s name or logo in any way that:

1. May be construed to establish an affiliation between Hopin and any third parties other than the Agency; or

2. Negatively impacts Hopin’s reputation or goodwill.

Hopin retains all rights, title and interests in the Certification Badges, and Hopin trademarks and logos. Nothing herein shall be construed to grant any other rights to the Agency.

B. Sandbox License. After You become a Certified Partner, Hopin will provide You a sandbox environment account, solely to demonstrate simulated Events to prospective Clients (“Demo Account”). Agency is prohibited from staging actual Events through the Demo Account, and attempting to run a live Event through the Demo Account will result in the immediate termination of this Agreement (without opportunity to cure) and revocation of Agency’s Certification.

C. License Termination. Any license granted under this Program will automatically terminate upon any termination or expiration of Your Certification Partner Agreement or Your termination from the Program.

D.  Other Benefits

1.  Certification program updated quarterly

2.  Access to a closed community of event agencies

3.  Agency community events run by Hopin

4.  Ability to provide feedback to Hopin’s product team

5.  Inclusion in the Agency Marketplace on a Hopin website

Certified Partner Pilot Commission Program Policy

Overview

The Certified Partner Pilot Commission Program provides an opportunity for agencies to earn commissions on qualified referrals made to Hopin. Hopin reserves the rights to discontinue this pilot program at any time, subject to the ongoing Commission obligations in Paragraph 

1. Certified Partner Program Requirement. You must be a Certified Partner in order to participate in this Program. 

2. Eligible Lead Process. Agency may refer potential customers to Hopin in compliance with the Agreement. Each potential customer must be correctly tagged and/or tracked via Hopin’s specified method or other agreed upon method. If Hopin notifies Agency that the potential lead is available and eligible, such potential lead will be deemed an “Eligible Lead.” Hopin may deny eligibility based on its reasonable criteria, which may include without limitation, the potential lead is (a) already an Eligible Lead for a third party, (b) an existing customer of Hopin, (c) Hopin is already involved in discussions toward a sale with the potential lead as of and 90 days prior to the date of Agency’s potential lead submission.

3. Eligible Customer; Expiration. If an Eligible Lead purchases the Hopin Service, or upgrades from a free version of the Hopin Service to a Business or Enterprise premium version of the Hopin Service within 90 days of the confirmed referral, such Eligible Lead will be deemed an Eligible Customer. If such Eligible Lead does not convert within the 90 days, the Eligible Lead will automatically expire, provided that  Agency may re-submit the potential lead to be an Eligible Lead again one additional time. If the potential lead is deemed an Eligible Lead a second time and such Eligible Lead does not convert within the second 90 days, such Eligible Lead is no longer available to Agency to convert to an Eligible Customer for one year.  

4. Commission Calculation. During the Term and (if applicable) after expiration or termination of the Agreement, Agency is entitled to a revenue share equal to 10% of Eligible Income up to a maximum of $10,000 per Qualified Sale (“Commission”). 

“Eligible Income” means gross revenues actually received by Hopin from Eligible Customers, from two or more Qualified Sales made in a single Hopin Calendar Quarter to at least two different Eligible Customers, and excludes any third party products or services, Hopin professional services, less any applicable transaction fees, rebates, refunds, credits or charge backs, and subject to the “Exclusions” described below. 

A “Qualified Sale” is a fully executed sale of one or more Qualified Products on one Hopin Sales Order (including any Add-Ons to such Qualified Product such as additional prepaid Registrations purchased on the same Hopin Sales Order), to a single unique Eligible Customer, where the fees payable for the Qualified Products are at least $7,200 USD after all applicable discounts. 

“Hopin Calendar Quarter” means Hopin’s calendar quarter with the first period to end on January 31, 2022, and continuing on April 30, July 31, October 31 of 2022 and each year thereafter.

“Qualified Products” consist exclusively of: 

• Hopin Events Business Registration Plan (annual)
• Hopin Events Enterprise Registration Plan (annual)
• Hopin Events Business User Plan (annual)
• Hopin Events Enterprise User Plan (annual)
• StreamYard Studio Business Plan (annual)
• Boomset Onsite Business Plan (annual)
• Boomset Onsite Enterprise Plan (annual)

The following are expressly excluded from “Qualified Products” 

• Plan renewals 
• Mid-year upsells, add-ons, and overages 
• Plans purchased for the agency itself (e.g. Limited Use License for Agencies) 
• End Clients referred to the agency from Hopin 

Additional Conditions: 

• The sale of two different product plans to a single End Client in one Sales Order will be deemed one Qualified Sale. 
• Agency must be actively providing paid Agency Services to the End Client at the time of the sale in order for it to be a Qualified Sale. 
• If two agencies submit an End Client as a potential lead, the first agency to submit gets the Eligible Lead (if deemed eligible).

By way of example only: 

(a) If an agency’s Eligible Customer buys both a Streamyard Business Studio Business Plan and a Hopin Events Business Registrations Plan on one Sales Order for a total fee of $28,000 while meeting all the Additional Conditions, the sale would be deemed a single Qualified Sale. 

(b) If a month later the same Eligible Customer described in (a) above purchases additional Business Registrations, the upsell or any overage fees will not be deemed a Qualified Sale.

(c) If a month later but in the same Hopin Calendar Quarter, the same Eligible Customer makes a second purchase of Qualified Products for $7,200 after discounts, the agency would not qualify for a Commission because the second Qualified Sale must be to a different Eligible Customer. A sale to an affiliate, subsidiary, or parent of the first Eligible Customer is not deemed a different Eligible Customer.   

(d) If a month later but in the same Hopin Calendar Quarter, a new Eligible Customer makes a purchase of Qualified Products for $7,200 after discounts, the second Qualified Sale would qualify that agency for a Commission. 

(e) If two (2) months later but in the same Hopin Calendar Quarter, a new Eligible Customer makes a purchase of Qualified Products for $20,000, but it has been more than 90 days since the referral was deemed an “Eligible Customer” the second sale will not be deemed a Qualified Sale. 

5. Payment and Reports. For so long as Agency is eligible to receive a Commission, Hopin will send to Agency after the end of each calendar quarter: (i) an accounting of all sums collected from each Eligible Customer for Commission amounts owed to Agency, and (ii) a check for the amount owed to Agency; provided that no check or payment will be issued for any amount less than $100 USD and any unpaid earnings will rollover and accrue to the next pay period.

6. Commission Audit. Hopin agrees to maintain proper accounts, books and records with respect to the Commission. No more frequently than once in each calendar year during the Term, with a reasonable basis for requesting an audit, Agency may review Hopin’s accounts, books and records for the previous year relating to the Commission (or at Hopin’s election, review by a mutual acceptable independent third party auditor, subject to an appropriate confidentiality agreement) to verify the accuracy of the Commission payment under this Agreement. Any such audit may be conducted after 30 days prior written notice to Hopin. Agency will bear the expense of any audit conducted pursuant to this Paragraph unless such audit shows an underpayment of amounts due to Agency in excess of 5% of the amounts payable during the period audited, in which case Hopin will reimburse to Agency the reasonable expenses of the audit.

7. Pilot Program. This Pilot Commission Program is a pilot program and can be terminated at any time upon notice by Hopin to You, subject to the ongoing Commission obligations in Paragraph 8 below.. 

8. Effect of Termination. Upon expiration or termination of this Agreement or this Program, the Commission obligations will depend on the following: 

If the Pilot Commission Program is terminated by Hopin per Paragraph 7 above, or the Agreement is terminated for convenience by Hopin, Hopin’s Commission obligations will apply to Eligible Leads as of the effective date of termination that later qualify to be deemed Eligible Customers. 

If the Pilot Commission Program or the Agreement is terminated due to Agency’s uncured breach, Agency’s right to receive any ongoing Commission will terminate immediately.