Hopin Platform Terms of Service
Hopin is a virtual event hosting platform for organisations and individuals who want to host online events. We take the security of Hopin very seriously and have taken a number of measures to ensure that your events and all of the information relating to your account are secure and protected.
If you have signed up to use our free subscription, these terms apply to you (although you will of course not have to pay any Fees) and will continue to apply to you if you later purchase one of our other paid-for subscriptions. As a free user there are certain limitations to your use of our services.
Additional Services: means any time-and-materials services provided to You, such as consulting services, onboarding support which does not form part of Your Subscription.
Add-On Services: means additional services or functionality that may be added to Your Subscription.
Agreement: these Terms of Service and Your Subscription.
Commission: the commission payable by You to Hopin on Event ticket sales revenue as detailed in Your Subscription.
Data: the data inputted by You, or by us on Your behalf or otherwise generated in respect to Your use of the Services.
Documentation: any documentation made available to You by Hopin from time to time, whether in electronic form or otherwise, which sets out a description and user instructions for the Services.
Event: a virtual online event hosted on the Hopin Platform.
Fees: the Organiser Fees, Participant Fees, Commission and any other fees payable by You to Hopin for the Services and Your Subscription.
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 Platform: the virtual event platform hosted and accessible at www.hopin.com.
Initial Term: the initial term of this Agreement, which shall commence on the Start Date and continue for the period set out in clause 15.1.
Intellectual Property Rights: all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in each case in the United Kingdom and together with all renewals and extensions.
Organiser Fees: the recurring monthly fees payable in respect of each Organiser account as detailed in Your Subscription.
Organisers: Your employees and independent contractors or other third parties (for example sponsor or other Event partners) who You authorise to use the Services in accordance with this Agreement.
Participant Fees: the fees payable per Participant registration for each individual Event in excess of the registration limit stipulated by Your Subscription.
Participants: those individuals whom You invite to attend an Event or who attend an Event run by You on the Hopin Platform. Participants also include individuals that have been invited by You to speak at an Event, exhibit at an Event, or be Event sponsors.
Recommended Specification: means the specification which Your systems are recommended to meet in order to use the Services, as revised from time to time.
Renewal Term: any subsequent terms described in clause 15.1.
Services: the services provided by Hopin to You under this Agreement, including access to the Hopin Platform as more particularly described in the Documentation, Your Subscription(s), and any updates.
Start Date: the date we first make our Services available to You.
Subscription: means the type of subscription you have signed up for entitling You to use and access the Hopin Platform within certain defined limits and in conjunction with certain Services (including where purchased any Additional Services or Add-On Service), and unless you are using our free subscription, in return for payment of our Fees, as detailed on the signup confirmation screen on the Hopin Platform and any Documentation.
Term: the Initial Term and any Renewal Term the Hopin Platform.
Users: Organisers and Participants.
You or Your: means the business detailed in Your Subscription.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking into account any amendment, extension, or re-enactment and includes any subordinate, interim or provisional legislation for the time being in force made under it. Any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. The details of Your Subscription are part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
This Agreement operates as a framework agreement which defines the contractual terms and conditions under which Hopin will supply Services to You. Whilst this Agreement remains in force, the parties shall agree the provision of Services as set out in Your Subscriptions which shall be governed by and be subject to, the terms and conditions of this Agreement.
1.2. Variation to this Agreement
Any revised version of this Agreement shall automatically apply to any Renewal Term, Additional Services or any Add-On Services when purchased.
1.3. Terms of this Agreement
This Agreement shall commence on the Start Date when Services are made available to You and shall continue throughout anyInitial Term and Renewal Term unless earlier terminated in accordance with the terms of this Agreement.
1.4. Provision of Services
Any dates quoted for delivery of Services are approximate only. Any services which are not detailed in Your Subscription are out of scope and subject to additional charges. Hopin shall, during the Term, use commercially reasonable endeavours to make the Services available 24 hours a day seven days a week, except for planned or emergency maintenance.
1.5. Support Services
Hopin will, as part of the Services, provide You with Hopin’s standard customer support services and onboarding services which you can access either through the Organiser dashboard or by contacting a member of the Hopin support team through Hopin’s online chat service. Hopin may amend its support services at its discretion from time to time.
1.6. Updating Service
As part of its updating service Hopin shall provide error correction, patches, fixes and updates to the Services. For the avoidance of doubt the cost of the updating service described in this clause is included in Your Fees, but excludes any sum payable by You to ensure compatibility with the Services. Hopin shall have no liability whatsoever for any failure of Your IT infrastructure to comply with the Recommended Specification.
1.7. Service Improvements
You acknowledge that Hopin may change or modify the Services from time to time. Hopin shall only be required to provide You with reasonable notice of a change or modification to the Services in advance if the change of modification is in Hopin’s opinion material (and does not extend or enhance the functionality or architecture of the Services) or may substantially adversely affect Your use of the Services.
Unless otherwise agreed in writing, You acknowledge that the Services have not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Services as described in Your Subscription Documentation meet Your requirements.
2. Onboarding and support in accessing and using our services
Following acceptance of Your Subscription, and payment being made we will contact You to provide You with access to the information You need to access and use our Services.
Please refer to Your Organiser dashboard for information and assistance around onboarding and accessing our Services. Full access to all of our online resources and FAQs is provided to all Organisers. Any support requests or onboarding assistance requested which is outside the scope of Your Subscription will be chargeable as Additional Services.
2.3. Your responsibility to understand our Services and Your use of them
You acknowledge and agree that whilst our Services are designed for ease of use, it is Your responsibility to ensure that any individuals involved in onboarding or accessing and using the Services are appropriately trained in the use of any applicable technology and understand and are familiar with the Services and any training materials or Documentation made available to You relating to them. In the event that we identify that any repeated requests for assistance are as a result of inadequate training either in respect to Your own systems or our Services, this assistance will be provided as Additional Services, only at our discretion. You are solely responsible for ensuring that all Organisers of the Services are appropriately trained in its use. Hopin shall have no responsibility to provide support if support issues are deemed by Hopin to be the result of misuse or lack of appropriate training by You in the use of Services.
You acknowledge that the performance of the Hopin Platform may be reduced and certain functionality may not operate as anticipated where you do not use the Hopin Platform in accordance with the Recommended Specification as detailed in the Documentation made available to You through the Organiser dashboard.
Where applicable, in the event that You do not provide us with the information we require from You (and that information is accurate and complete in all respects) at each stage of the onboarding and set up process or otherwise comply with the Minimum Requirements, we will not be liable for Your inability to make use of the Services in whole or part, and any additional work required by us to support Your onboarding, access to the Services or to otherwise assist shall be chargeable (and provided at our discretion) as Additional Services at Hopin’s standard rates then in force. Hopin is not liable for any delay or inability to use or access the Services in whole or part directly or indirectly caused by a delay by You or any third party or any failure to comply with Your obligations under this Agreement.
3. LICENSE TO USE HOPIN SERVICES / PLATFORM
Subject to You paying the appropriate Fees to Hopin, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, Hopin hereby grants to You a personal, non-exclusive, non-transferable, non-sub-licensable, revocable right within the limits of the Subscription You have purchased: (a) to permit Organisers to use the Services and the Documentation during the Term solely for the purpose of organising and hosting Events; and, (b) to invite Participants to attend Events (including to speak at, exhibit at, or sponsor Events).
3.2. Limitations on Use
The rights provided under this Agreement are granted to You only, unless otherwise agreed in writing.
3.3. Exceeding the limits of Your Subscription or Services
Your Subscription contains limits on the number of Organisers you can register, and on the number of Participants that can register for individual Events that you hold on the Hopin Platform. Please refer to Your Subscription for details of these limits. You may purchase additional Organiser accounts, or Participant registrations, through your Organiser dashboard. If Your use of the Services exceeds any limits detailed in Your Subscription, Hopin shall be entitled to automatically increase its Fees applicable to Your use or to charge additional Fees to account for such additional use of the Services. You acknowledge that any Participant Fees are payable for each additional Participant that registers to attend an Event in excess of Your Subscription limit, and are payable regardless of whether or not the Participant attends the Event. You agree to pay any applicable increase in Fees or additional Fees at the time you purchase additional Organiser accounts or Participant registrations. If for whatever reason you do not pay such Fees at the time of purchase, you shall pay such Fees within 30 days of your purchase. Otherwise, if at any time it becomes apparent to Hopin that You have underpaid Fees, all Fees applicable to Your actual historical use will be immediately payable to account for any shortfall. Hopin may audit Your use of the Services at any time to ensure compliance with this Agreement. Hopin reserves the right at all times to monitor Your usage of the Services.
Where You amend Your Subscription part way through any Term including by the addition of Add-On Services, such additional Fees as may be payable shall be pro-rated from the date of activation by Hopin for the remainder of the then current Term.
3.5. Your responsibility for Users at your Events
You undertake that You are liable for the actions or inactions of any Users under this Agreement (as if they were your own) and it is your responsibility to ensure their compliance with our Acceptable Use Policy as set out in these terms, our Community Guidelines, and User Terms whilst they are participating in an Event.
4. HOPIN’S OBLIGATIONS
Hopin warrants that it will perform and make available the Services substantially in accordance with the material terms of the Documentation and with reasonable skill and care. Including operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision of Services.
The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Hopin’s instructions, or modification or alteration of the Services by any party other than Hopin. Hopin:
(a) does not warrant that Your use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3. Exceeding the limits of Your Subscription or Services
Hopin shall have no obligation to provide any services under this clause (and shall be entitled to charge You additional charges at its then current rates) where faults or support requests arise from:
(a) misuse, incorrect or unauthorised use of the Services;
(b) failure of Your IT infrastructure or any part of it;
(c) use of the Services not in accordance with guidance provided by, or in combination with any equipment or software not approved by, Hopin;
(d) any breach of Your obligations under this Agreement.
The warranties, representations (and where applicable, warranties) set out in this clause are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement. Without limitation, Hopin specifically denies any implied or express representation that the Services will be fit for any purpose or use other than that specifically stated by Hopin in writing in the Documentation.
5. Integration and third party services
We offer services and functionality using third party developer tools such as application programming interfaces (“APIs”) (our "Integration Services”) These third party API terms and conditions contain restrictions on access, storage and use of information. We have no control over the content of third party sites or resources which we link to through our use of APIs and accept no liability or responsibility for them, Your use or inability to use Integration Services, the web sites they link to or their contents, their accuracy or reliability or for any loss or damage (direct, indirect, special, consequential or otherwise) whatsoever that may arise from Your use of any of them or the results obtained. Your use of our Integration Services is on an "as is" basis and without any warranty of any kind.
You acknowledge and agree that:
(I) the use and availability of certain parts of our Services may be dependent on third-party product vendors and service providers,
(II) these third-party products and services may not operate in a reliable manner all of the time and they may impact on the way that our Services operate, and
(III) Hopin are not responsible for damages and losses due to the operation of these third-party products and services.
6. Restrictions of use and acceptable use policy
You are responsible for any Organiser’s breach of this Agreement and undertake that each Organiser shall keep a secure password for their use of the Services and Documentation, that such password shall be changed regularly and that each Organiser shall keep their password confidential. To the extent permissible by law, Hopin will not be liable for any loss that You, a User or any third party may incur as a result of any use or misuse of any username or password or any part of the Services, whether with or without Your knowledge. You are responsible for the actions or inactions of your Organisers as if they were your own.
You shall not access, store, distribute or transmit any viruses, or any material during the course of Your use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and Hopin reserves the right, without liability to You, to disable Your access to Services as a result of a breach of the provisions of this clause.
Except to the extent expressly permitted under this Agreement and to the maximum extent permitted by law, You shall not:
(I) attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or
(II) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or;
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties or offer any part of the Services for sale or distribution over any other medium; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to anyone except the Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; or
(f) permit any third party to benefit from the use or functionality of the Services.
7. Your obligations
- provide Hopin with all necessary and timely co-operation in relation to this Agreement; including all necessary access to such information as may be required by Hopin in order to render the Services, including but not limited to, Data and documentation requested for the provision of the Services (and ensure that such information and data is accurate in all material respects). Hopin is not liable for any inability to use the Services in whole or part directly or indirectly caused by You or any third party;
- appoint an individual who shall have the authority to contractually bind You on matters relating to the Services; be responsible for procuring any third party co-operation reasonably required for the receipt of Services and shall be responsible (at Your own cost) for ensuring that Your IT infrastructure complies with the relevant specifications to use the Services provided by Hopin, including the Recommended Specification, as amended from time to time;
- comply with all applicable laws and regulations with respect to Your activities under this Agreement and in Your use of the Services;
- carry out all other of Your responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, Hopin may adjust any agreed timetable or delivery schedule as reasonably necessary.
- be solely responsible for procuring and maintaining Your network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet. You are responsible for safeguarding the individual Users who attend your Events;
- operate best practice and ensure appropriate security precautions are taken in connection with its use of the Services. You are responsible for taking all reasonable steps to mitigate the risks inherent in the provision and receipt of the Services, including data loss and taking all reasonable and usual precautions to safeguard Your IT infrastructure, including operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision and receipt of Services.
- Uploading Content Whenever You make use of a feature that allows You or others authorised by You to upload content (any digital material) to our Services, You must comply with the content standards set out in 7.9 of this Agreement (or as otherwise provided to You by us). Any content You upload to our Services will be considered non-confidential and non-proprietary. You retain all of Your ownership rights in Your content, but You grant us a non-exclusive licence to use, store, edit, reproduce, modify and copy that content and to distribute and make it available:
(I) to third parties in order for Hopin to provide the Services; and
(II) for marketing and promotional purposes.
- comply with all applicable laws and regulations with respect to Your activities under this Agreement and in Your use of the Services;
- Ensuring that Your use of our Services meets any required standards. You must:
(I) ensure that any content uploaded by You and all activities You carry out through the Services and any subsequent agreement with any Users complies with all applicable local legislation, complies with any legal or regulatory requirements and is not fraudulent;
(II) ensure that any content uploaded by You to the Services is true, accurate, current and complete and ensure that You maintain and promptly update this information if it changes; (III) not use the Services or our other services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously;
(IV) not infringe our intellectual property rights or those of any third party in relation to Your use of the Services;
(V) not use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
- We have the right to remove any content You make available through the Services, without liability, if, in our opinion, that content does not comply with the standards set by us. We may suspend or terminate our agreement with You or any access to the Services, without liability, if in our opinion You are not complying with the spirit of this agreement or operate in a way which fails to uphold the highest standards of customer care
- We are a Platform provider. Hopin is a service provider, except to the extent we support the provision of your Event, Hopin does not engage in any correspondence or the relationship between You, Users of the Hopin Platform or Participants at any Event and does not participate in any part of any transaction, transfer or part of any contract made between you and/or Participants, and You agree to indemnify Hopin, in full in respect to any claim made against Hopin by any party in connection with such transaction, transfer or contract.
8. Data and data protection
8.1. Your Data
You shall own all rights, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
You acknowledge that all intellectual property and other proprietary rights in all usage, statistical and analytical data generated from the use by You of the Services (the “Service Data”) are owned and shall continue to be owned by Hopin, and you acknowledge that Hopin’s ability to use and sell the Service Data will not be restricted in any way.
You grant to Hopin a non-exclusive, perpetual, irrevocable, royalty free license to use and any Data (provided that such data is anonymised) for the purpose of:
(a) statistical analysis and monitoring of data and querying and analysing such data for the purpose of providing the Services and improving the quality of services Hopin provides to its customers or providing other Services to customers;
(b) exercising its rights and fulfilling its other obligations under this Agreement;
(c) complying with any applicable governmental or regulatory requirements.
The parties acknowledge that if Hopin processes any personal data on Your behalf when performing its obligations under this agreement, You are the controller and Hopin is the processor for the purposes of the Data Protection Legislation. Schedule 1 sets out the obligations of the parties in respect to the processing of personal data.
You shall ensure that you have an appropriate lawful basis (and where necessary have obtained valid consent) for processing personal data of Event attendees by recording any Event or part of an Event, and for subsequently using those recordings.
9. Suspension of services
Hopin may suspend Services without liability if:
(a) Hopin reasonably believes that the Services are being used in breach of the Agreement and You do not remedy the failure within fourteen days of Hopin's written notice to You describing the breach;
(b) You don’t co-operate with Hopin’s reasonable investigation of any suspected violation of the Agreement;
(c) there is an attack on the Services or the Services are accessed by or manipulated by a third party without Hopin's consent;
(d) Hopin is required by law to suspend the Services or Your access to the Services; or
(e) there has ben unauthorised or suspected fraudulent or suspicious activity relating to Your use of the Services.
Subject to clause 9.3, Hopin may suspend the Services on 14 days advance notice if there is another event not detailed in 9.1 for which Hopin reasonably believe that suspension of the Services is necessary to protect its or any other party’s network, system, the Services or other customers.
Hopin will use reasonable endeavours to give You advance notice of a suspension under this clause 9, unless Hopin determines in its reasonable commercial judgement that an immediate suspension is necessary to protect Hopin or its customers from imminent and significant operational or security risk or if to do so would be unlawful or Hopin have grounds to suspect fraudulent or any other form of criminal use of the Services.
For the avoidance of doubt, any suspension of Services, unless caused directly by Hopin, shall not suspend Your obligation to pay any Fees.
10. Charges and payment
You shall pay the Fees to Hopin in accordance with this clause 10, subject to any other payment terms detailed in Your Subscription, or as otherwise agreed between the parties.
You shall provide to Hopin relevant valid, up-to-date and complete contact and billing details and Hopin shall bill You:
(I) for Organiser Fees in respect of each Organiser, on the date on which you set up each Organiser’s account and on the same date of each following calendar month (or where there is no such date in a calendar month, the first date of that month);
(II) for Participant Fees, at the time such additional Participant registrations are purchased;
(III) for Commission, on the date after the Event in respect of which Commission is due takes place; and
(IV) any other fees that become payable under this Agreement.
If for whatever reason you do not pay any Fees in accordance with clause 10.2, you shall pay such Fees within 30 days of the date that they were due. If Hopin has not received payment within 30 days after the due date for any Fees, then without prejudice to any other rights and remedies of Hopin:
(a) Hopin may, without liability to You, on 2 days advance notice, disable Your account and suspend access to all or part of the Services and Hopin shall be under no obligation to provide any or all of the Services while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this Agreement:
(a) are non-cancellable and non-refundable;
(b) are exclusive of applicable tax, which shall be added to Hopin's invoice(s) at the appropriate rate.
Hopin shall be entitled to increase the Fees at the start of each Renewal Term, on 30 (thirty) days' prior written notice to You. In the event that You do not agree to such increase, You may terminate this Agreement at the end of the then-current Renewal Term. In the event that You do not notify Hopin that You object to any increase, the Renewal Term shall be extended and include the increase in Fees accordingly.
11. Proprietary rights
You acknowledge and agree that Hopin and/or its licensors are the sole and exclusive owners of all intellectual property and other proprietary rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
Any and all intellectual property rights in respect to any material You upload to or which is delivered or made available by You as part of Your Event through the Hopin Platform (except to the extent it comprises Hopin intellectual property rights) shall be owned by You or your licensors. Such material will include recordings that you make of the Event or any part of the Event.
Subject to clause 13, if any claim is brought against You that the normal use or possession of the Services in accordance with this Agreement infringes the intellectual property rights of a third party in the UK, Hopin shall indemnify You for any amounts awarded against You in judgment or settlement of such claims provided that:
(a) You immediately notify Hopin in writing of any such claim of which You become aware and provide Hopin with reasonable co-operation in the defence and settlement of such claim;
(b) You do not make any admission as to liability or compromise or agree any settlement of any claim without the prior written consent of Hopin;
(c) Hopin is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Hopin may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
In no event shall Hopin, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Hopin; or
(b) Your use of the Services or Documentation in a manner contrary to the instructions given to You by Hopin; or
(c) Your use of the Services or Documentation after notice of the alleged or actual infringement from Hopin or any appropriate authority.
The foregoing states Your sole and exclusive rights and remedies, and Hopin’s (including Hopin’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Confidentiality and Foia
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such party has taken reasonable steps to protect and avoid the loss, destruction, alteration or disclosure of such Confidential Information.
You acknowledge that details of the Services, and the results of any performance, security, penetration, vulnerability or other logical, analytical, data or information gathering tests carried out on the Services, constitute Hopin's Confidential Information.
Hopin acknowledges that Your Data is Your Confidential Information.
This clause 12 shall survive termination of this Agreement, however arising.
Except to the extent directly caused by Hopin, You shall defend, indemnify and hold harmless Hopin against claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
(I) Your or any User's use of the Services and/or Documentation; or
(II) Your collection, use, processing and/or transfer of any Data, Service Data or other personal data; or
(III) any claim of any of any kind including legal fees arising from any claim, demand or action alleging that any use You make of the Services is contrary to any law, code or regulation in any country.
13.1. Hopin’s indemnity if Services infringe any third party IP / Hopin breaches DPA 2018.
Hopin shall, subject to clause 14.4, defend You against any claim that: (a) the Services infringe any United Kingdom patent effective as of the Start Date, UK copyright, trade mark, or right of confidentiality; (b) Hopin have breached the Data Protection Act 2018, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
(I) Hopin is given prompt notice of any such claim;
(III) You provide reasonable co-operation to Hopin in the defence and settlement of such claim, at Hopin's expense; and
(III) Hopin is given sole authority to defend or settle the claim. In the defence or settlement of any claim, Hopin may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, and Hopin are unable, after best efforts, to procure for You the right to continue using the Services or to provide functionally equivalent Services, terminate this agreement on 14 Business Days’ notice without further liability to You
13.2. Exclusions to Hopin’s IP and Data Protection Indemnity.
In no event shall Hopin, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
(a) a modification of the Services by anyone other than Hopin; or
(b) Your use of the Services in a manner contrary to the instructions given to the Customer by Hopin; or
(c) Your use of the Services after notice of the alleged or actual infringement from Hopin or any appropriate authority.
The foregoing states each party’s sole and exclusive rights and remedies, and each party’s (including that party’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14. Limitation of liability
This clause 14 sets out the entire financial liability of Hopin (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You in respect of:
(a) any breach of this Agreement and any support services;
(b) any use made by You of the Services and Documentation or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Except as expressly and specifically provided in this agreement:
(a) You assume sole responsibility for results obtained from the use of the Services and the Documents by You, and for conclusions drawn from such use, reliance on any results and any action taken. Hopin shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Hopin by You in connection with the Services, or any actions taken by Hopin at Your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, disclaimed and excluded from this agreement including, without limitation, any warranties of title, merchantability, or fitness for a particular use or purpose; and
(c) the Services and the Documentation are provided to You on an "as is" basis.
Nothing in this Agreement excludes the liability of either party:
(a) for death or personal injury caused by Hopin's negligence; or,
(b) for fraud or fraudulent misrepresentation.
Subject to clause 14.1 and clause 14.3:
(a) to the maximum extent permitted by law, Hopin shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this agreement, even if Hopin has been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.; and
(b) Hopin's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with any individual
Event shall be limited to the sum of:
(I) the Organiser Fees for one month for one Organiser account; and
(II) any Participant Fees and Commission paid solely in respect of that Event. As the Fees for the service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.
Under no circumstances shall Hopin be responsible or liable for any harm caused by the transmission, through the Services, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of any of Your software, hardware, data or property.
Under no circumstances shall Hopin be responsible or liable for:
(a) any inaccuracy, error or delay in, or omission of any data or information entered into the Services by You or any third party;
(b) any error or delay in the transmission of such data or information; or
(c) any interruption in any such data or information
(d) Your reliance on any data or information generated by the Software or Services.
15. Term and termination
This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Start Date and shall continue through an Initial Term of one month and thereafter, this Agreement shall be automatically renewed for successive rolling periods of one month (each a Renewal Term), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or 30 days before any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”,
Without affecting any other rights that it may be entitled to, either party may terminate this Agreement without liability to the other if:
(a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business.
Without affecting any other rights that it may be entitled to, Hopin may terminate the Agreement for breach if:
(a) payment of any invoiced amount (except to the extent such invoice is disputed in good faith) or Fee payable is overdue and following notification to You, You do not pay the overdue amount within seven Business Days of a written notice from Hopin;
(b) You breach the acceptable use policy in clause 6.
On termination of this Agreement for any reason:
(a) all licences and access to the Services granted under this Agreement shall immediately terminate and the method of access supplied to You will automatically expire and the Services will cease to operate immediately; and
(b) Hopin may destroy or otherwise dispose of any of Your Data in its possession unless Hopin receives, no later than 10 business days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Data. This will be delivered to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Hopin in returning or disposing of Your Data; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
The parties may following termination agree a 30 day transition period for Services to continue, subject to the payment of an agreed fee in advance to Hopin.
If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, all Fees payable up to the end of the Initial Term or any Renewal Term and all other Fees due and payable to Hopin under this Agreement shall be immediately due and payable to Hopin.
As agreed by you in writing You allow Hopin to publish You as a customer of Hopin for marketing purposes and to use Your then current trade mark logo and name on the Hopin web site. Hopin may from time to time collaborate with You to produce and publish customer comments, endorsements, case studies and other instances of advocacy, for the purposes of marketing, which You have the right to amend and / or approve before publication. Hopin will make reasonable efforts to inform You when and where the publications occur. Whilst Hopin will use its best endeavours to ensure best practice, Hopin cannot be held liable for any inaccuracies or errors in either Hopin marketing materials or third-party marketing materials.
You shall not, without the prior written consent of Hopin, at any time from the date of the Agreement to the expiry of six (6) months after its termination, solicit or entice away from Hopin or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Hopin at any point during the term of this Agreement only. Any consent given by Hopin in accordance with this Agreement in writing shall be subject to You paying to Hopin a sum equivalent to 20% of the then current annual remuneration of Hopin's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid you to such employee or sub-contractor.
18. Force majeure
Hopin shall have no liability to You under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Hopin or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Hopin's or sub-contractors for so long as said cause persists, provided that You are notified of such an event and its expected duration.
No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
You shall not, without the prior written consent of Hopin, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Hopin may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
The provisions of clauses 8, and 10 through 20 shall survive any termination or expiration of this Agreement in accordance with their terms.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at 9am on the first day following delivery. Where Hopin is required under this Agreement to give You any notice in writing, Hopin may give this notice by letter or by email.
21. GOVERNING LAW AND JURISDICTION
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – data processing obligations
Data Protection Legislation: means the data privacy laws applicable to the processing services provided by the parties to each other, including, where applicable, the Directive 95/46/EC, as amended or replaced by any subsequent regulation, directive or other legal instrument of the European Union including by the GDPR or similar law, the Privacy and Electronic Communications Regulations 2003 or the e-Privacy Regulation 2017, or the applicable data privacy laws of any other relevant jurisdiction, including the DPA, and all applicable formal or informal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of the Information Commissioner’s Office, other relevant regulator, and/or relevant industry body in each case in any relevant jurisdiction.
The personal data may be transferred or stored outside the EEA or the country where You and the Users are located in order to carry out the Services and Hopin’s other obligations under this agreement.
You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Hopin for the duration and purposes of this agreement so that Hopin may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf.
Hopin shall, in relation to any personal data processed in connection with the performance by Hopin of its obligations under this agreement:
(a) process that personal data only on Your documented written instructions unless Hopin is required by the laws of any member of the European Union or by the laws of the European Union applicable to Hopin and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Hopin is relying on Applicable Laws as the basis for processing personal data, Hopin shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Hopin from so notifying You;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(I) You or Hopin has provided appropriate safeguards in relation to the transfer;
(II) the data subject has enforceable rights and effective legal remedies;
(III) Hopin complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) Hopin complies with reasonable instructions notified to it in advance by You with respect to the processing of the personal data;
(c) assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) at the written direction of You, delete or return personal data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the personal data; and
(d) notify You without undue delay on becoming aware of a personal data breach;
(f) maintain complete and accurate records and information to demonstrate its compliance with this Schedule 1 and immediately inform You if, in the opinion of Hopin, an instruction infringes the Data Protection Legislation.
Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
You consent to Hopin appointing third parties as a third-party processor of personal data under this agreement. Hopin confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule 1 and in either case which Hopin confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.
Hopin may, at any time on not less than 30 days’ notice, revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).