These Global Partner Terms (“Terms”) apply when incorporated by reference into a separate Hopin Global Partner Cover Page (“Cover Page”) signed between the Hopin entity identified therein (“Hopin”) and the “Partner” identified therein (“Partner”).
Each of Hopin and Partner may be referred to herein as a “Party,” and collectively as the “Parties.”
“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.
“Hopin Customer” means any customer of the Hopin Service whether free or premium.
“Hopin Service” means the Hopin event services described at https://hopin.com/pricing.
“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.
“Joint Customer” means an entity or person that is both a Partner Customer and Hopin Customer.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over the Parties.
“Partner Customer” means a customer of the Partner Service whether free or premium.
“Partner Materials” means any content, data, or materials made available to end users or customers in connection with any programs under the Agreement.
“Partner Service” means the service offered by Partner as described in the Cover Page.
“Program Terms” means any separate program terms that govern Partner’s participation in a Global Partner program, such as the App Platform Program under the App Platform Terms.
“Service” means each Party’s respective service defined as Partner Service or Hopin Service.
2. PARTNER OBLIGATIONS
2.1 Code of Conduct for Providers. During the Term, Partner will comply with the Code of Conduct for Providers at https://hopin.com/datasec-providers, https://hopin.com/codeofconduct-providers
2.2 Non-Disparage. Each Party, its officers, directors, agents, partners, employees, and subsidiaries agree to refrain from any disparagement (to the media, other companies, or to executives of other companies) of the other Party and its products and services.
3.1 Hopin Marks. Hopin grants Partner a limited, worldwide, non-exclusive, and non-transferable license to display Hopin’s trademarks, logos, and product materials, for the sole purpose of marketing the Hopin Service in connection with Partner’s participation in the applicable Global Partner program, subject to Hopin’s written brand guidelines and written approval (email acceptable) prior to publication.
3.2 Partner Marks. Partner grants Hopin a limited, worldwide, non-exclusive, and non-transferable license to display Partner’s trademarks, logos, and product materials, for the sole purpose of marketing the Partner Service in connection with Partner’s participation in the applicable Global Partner program, subject to Partner’s written brand guidelines (if provided).
4. TERM; TERMINATION
4.1 Termination for Convenience. Either Party may terminate the Agreement for convenience on 30 days prior notice to the other Party, subject to any wind down periods or post-expiration or other obligations specified in the Cover Page or Program Terms.
4.2 Termination for Breach. Either Party may terminate if: (i) it has given a notice to the breaching Party that contains a detailed description of the alleged breach; and (ii) the breaching Party has failed to cure such breach within 30 days after notice.
4.3 Termination for Insolvency. Either Party may terminate the Agreement at any time after the filing of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws, or under any comparable law by or against the other Party, or upon the other Party’s making of an assignment of any of its assets for the benefit of creditors, or upon the application by the other Party for the appointment of a receiver or trustee of its assets.
4.4 Effect of Termination. Except as otherwise required in Program Terms, upon expiration or termination of this Agreement, the licenses granted hereunder will terminate.
5. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
5.1 It is duly formed, validly existing and in good standing under the Laws.
5.2 It has right, title, license and authority to enter into this Agreement, and the persons signing this Agreement have full authority to bind it to the terms and conditions hereof.
6. CONFIDENTIAL INFORMATION
6.1 If a mutual non-disclosure agreement is identified in the Agreement (the “MNDA”), the MNDA will apply to the handling of all “Confidential Information” (as that term is defined in the MNDA) in connection with this Agreement. If none is identified, the following Sections 6.2 and 6.3 will apply.
6.2 “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.
6.3 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.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Each Party owns, and retains all rights, title, and interest in its respective IP Rights. The rights granted to the other Party under the Agreement convey no additional rights in the Services or any IP Rights of their owner. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services, including all related IP Rights, belong to the respective owner.
7.2 If applicable, each Party grants the other Party 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 Services, given to the other Party or other third parties acting on such Party’s behalf.
8. REPRESENTATIONS AND DISCLAIMERS
8.1 Disclaimers. 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. Partner 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 Partner FROM HOPIN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
In this Section 9, the following definitions apply:
“Indemnitee” means a Party and its Affiliates, and their respective directors, employees, employees, agents, consultants, advisors, and other representatives.
“Indemnitor” means the Party providing the indemnity under this Agreement to the other Party.
9.1 Hopin Indemnification. Hopin will indemnify Partner Indemnitees against all liabilities, losses, damages, costs or expenses (including, without limitation, reasonable fees and expenses of attorneys and consultants and court costs) arising out of a judicial, administrative, arbitration action, suit, claim, investigation, or proceeding, brought by a third party against Partner Indemnitees, alleging that Partner’s use of the Hopin API, Hopin SDK, or Hopin Marks in compliance with the Agreement, infringe or misappropriate a third party’s IP Rights.
9.2 Partner Indemnification. Partner will indemnify Hopin Indemnitees against any and all third party claims, liabilities, losses, damages, costs or expenses (including, without limitation, reasonable fees and expenses of attorneys and consultants and court costs), alleging that Hopin’s use of the Partner API or Partner Marks in compliance with the Agreement, infringe or misappropriate a third party’s IP Rights.
9.3 Procedure. The indemnity obligations in the Agreement do not apply unless: (a) Indemnitee promptly notifies the Indemnitor of the threat or notice of a claim subject to Sections 9.1 and 9.2 of these Global Terms; (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 reasonable costs and 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.
10. LIMITATION OF LIABILITY
10.1 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 such Party), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.
10.2 MONETARY CAP. Each Party’s aggregate liability to the other Party, shall not exceed the greater of $10,000 or the Referral Fees paid to the other Party under this Agreement. This limitation of liability applies in aggregate to each Party and each Party’s Affiliates' claims and shall not be cumulative.
10.3 EXCLUSIONS. Notwithstanding Section 10.2, 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) violation of Law, or (d) either Party’s indemnification obligations in Section 9.
10.4 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 Partner. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.
11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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.
11.6 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.
11.7 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.
11.8 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.
11.9 Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
11.10 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 Partner, email to both notice email addresses specified in the Agreement.
11.11 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.
11.12 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 11.12 (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 11.12 (if applicable).
11.13 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.
11.14 Survival. Sections 1, 4.4, 6 to 11 survive any expiration or termination of the Agreement.
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