Hoppier Inc Terms of Use

DESK NIBBLES INC., DOING BUSINESS AS Desk Nibbles Inc, (“Desk Nibbles Inc”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.HOPPIER.COM (“WEBSITE”), THE Desk Nibbles Inc SOFTWARE PLATFORM (THE “PLATFORM”), AND RELATED MOBILE APPLICATIONS (THE “APP”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, SOFTWARE PLATFORM AND APPS, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE, USERS WHO DOWNLOAD THE Desk Nibbles Inc APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE OR APP.

BY USING THIS WEBSITE, PLATFORM AND/OR THE Desk Nibbles Inc APP YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE (THE “TERMS” OR “AGREEMENT”). IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE Desk Nibbles Inc APP OR THIS WEBSITE, PLATFORM, APP OR ANY OF THEIR CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY Desk Nibbles Inc FROM TIME TO TIME, IN ITS SOLE DISCRETION, WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

The Service

1.1 Services. Desk Nibbles Inc makes available to its customers and their end users the Desk Nibbles Inc software-as-a-service software Platform, mobile App, and associated marketplace, office purchasing and delivery services (the “Services”). Desk Nibbles Inc reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice, including modifying features or Services packages.

1.2 Users. Desk Nibbles Inc may make certain Services available to our customers (“Customers”) and/or their employees and other end users (collectively, “Users”). Desk Nibbles Inc reserves the right to refuse to provide the Services to anyone for any reason at any time.

1.3 Trials. If you register for a free trial of the Services, then, subject to this Agreement, Desk Nibbles Inc grants you a limited, personal, non-transferable, non-sub-licensable, internal license to use the Services for non-production, evaluation purposes during the applicable Trial Period. For the purposes of this Agreement, “Trial Period” means the time starting from your registration to use a free trial of the Services until the earlier of (a) the end of the free trial period for which you registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Service), or (b) the start date of any paid subscription for the Services. You will not be entitled to receive any support from Desk Nibbles Inc for your use of a free, trial subscription for the Services. Desk Nibbles Inc may terminate the Trial Period for any free trial of the Services at any time in its sole discretion and may accept or decline any request for a free trial version of the Services in its sole discretion. ANY DATA YOU ENTER INTO THE FREE TRIAL VERSION OF THE SERVICES AND ANY CUSTOMIZATIONS YOUR MAKE TO THE FREE TRIAL VERSION OF THE SERVICES WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION TO THE SERVICES. YOUR DATA CANNOT BE EXPORTED FROM THE FREE TRIAL VERSION OF THE SERVICES. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE FREE TRIAL VERSION OF THE SERVICES IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the Services may appear on the applicable registration page. Any such additional terms and conditions are incorporated into this Agreement by reference.

Accounts

2.1 Registration. In order to use the Platform, App or Services, you may be required to register for an account (“Account’), which Account may have certain permissions based on your role within the customer organization. You agree to provide accurate and up-to-date information to Desk Nibbles Inc. Any personal information collected in the course of registering for an Account or providing you with the Services will be governed by our Privacy Policy, which is available at: www.hoppier.com/privacy-policy. If you are registering for an Account on behalf of a company, entity or other organization, you represent and warrant that you have the authority to enter into this Agreement and bind the organization.

2.2 Eligibility. In order to register for an Account, you must (a) be at least the age of majority in your jurisdiction of residence (or have consent from a parent/guardian); and (b) agree to these Terms as well as our Privacy Policy. You may also be required to be an employee or representative of our Customer.

2.3 Account Restrictions. Accounts are for single users only and my not be shared by more than one individual. You are solely responsible for maintaining the security of your Account and password. Desk Nibbles Inc cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Payment Terms

3.1 Fees. If you enroll for a paid subscription to the Platform and/or Services, you will be charged the fees and all other applicable amounts (“Fees”) quoted you on your written or electronic order form (“Order Form”). Unless otherwise stated on your Order Form, the Fees will be billed in advance on either a weekly, monthly or annual basis and are non-refundable. There will be no refunds or credits for any partial use of the Platform/Services.

3.2 Payment & Charges. Unless otherwise stated on your Order Form, all Fees must be paid by credit card, which payments will be processed using a third-party payment processor. You shall: (a) keep the billing, credit card and payment information you provide to Desk Nibbles Inc or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise; (b) promptly advise Hoppier if credit card information changes due to loss, theft, cancellation or otherwise; (c) be liable for failure to pay any charges or fees caused by your failure to provide Hoppier with up to date billing information.

3.3 Taxes. The Fees payable to Desk Nibbles Inc do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You understand and acknowledge that you are responsible for paying all Taxes associated with the purchase of the Services. If Desk Nibbles Inc has the legal obligation to pay or collect Taxes for which you are responsible, Desk Nibbles Inc will invoice you and you will pay that amount unless you provide Desk Nibbles Inc with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.4 Price Changes. Desk Nibbles Inc may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion, including, but not limited to, changing the monthly subscription plan fees for the Services. Prices of all services, including but not limited to monthly subscription plan fees to the Services, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Desk Nibbles Inc Website or the Services itself. Desk Nibbles Inc shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

Subscription Cancellation

4.1 Subscription Term. If you enroll for a paid subscription to the Services, the term of the Subscription will be indicated to you at the time of enrollment and will automatically renew for periods of equal length to the initial term (e.g. monthly, annually etc.).

4.2 Cancellation. You are solely responsible for properly cancelling your Subscription. You can cancel your Subscription at any time by emailing hi@hoppier.com or using the cancellation function on your account. If you cancel the Services before the end of your current term, your cancellation will take effect immediately and you will not be charged again. No refunds will be provided for any pre-payment of Services or subscriptions cancelled prior to the end of a term.

Content

5.1 User Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website, Platform or App by Users (“User Content”) is the sole responsibility of such Users. This means that you, and not Desk Nibbles Inc, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Services. You are responsible for obtaining all necessary consents to upload User Content, including any third-party content or personal information, to the Services. Desk Nibbles Inc does not control or actively monitor user content and, as such, does not guarantee the accuracy, integrity, suitability or quality of such content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Desk Nibbles Inc be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Services.

5.2 License. By submitting, posting or displaying User Content on or through the Services, you grant us (and our agents) a non-exclusive, royalty-free, world-wide, perpetual license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content to the extent required to provide the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

5.3 Feedback. If you provide Desk Nibbles Inc with any suggestions, comments or other feedback relating to any aspect of the Website, Platform App and/or Services (“Feedback”), Desk Nibbles Inc may use such Feedback in the Website, Platform or in any other Hoppier products or services (collectively, “Desk Nibbles Inc Offerings”). Accordingly, you agree that: (a) Desk Nibbles Inc is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to Desk Nibbles Inc, (c) Desk Nibbles Inc (including all of its successors and assigns and any successors and assigns of any of the Desk Nibbles Inc Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Desk Nibbles Inc Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Desk Nibbles Inc or any of the other users of the Website in respect of the Feedback.

Restrictions on User Content and Use of the Services

6.1 Restrictions. In using the Website, App, Platform and/or Services you shall not:

Use the Services other than as permitted by the type of subscription which you have subscribed for, as further described at the time of subscription;
copy any content unless expressly permitted to do so herein;
upload, post, email, transmit or otherwise make available any material that:
is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
You do not have a right to make available under any law or under a contractual relationship;
infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
impersonate any person or entity or misrepresent their affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
interfere with or disrupt the Website, Platform or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
collect or store personal data about other users or viewers;
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or App; or
modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the App or Platform, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

You also agree not to access the Website or Platform in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.

End User License

Except for User Content, the App, this Website, the Services and the information and materials that it contains, are the property of Desk Nibbles Inc and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Desk Nibbles Inc grants you a non-transferable, non-exclusive, license to (a) use the Services for your use, and (b) download, install and use one copy of the App on each mobile device that you own or control, in each case solely for your own use (the "License"). The App is licensed to you and not sold. Nothing in the Terms gives you a right to use the Desk Nibbles Inc or Hoppier names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website, App or Services shall be subject to the terms of these Terms.

Links & Third-Party Websites

This Website, Platform or App (including User Content) may contain links to other websites that are not owned or controlled by Desk Nibbles Inc. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Desk Nibbles Inc of that third party, third party product or service. Desk Nibbles Inc is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that Desk Nibbles Inc endorses or accepts any responsibility for the content or use of such websites, and you hereby release Desk Nibbles Inc from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

DISCLAIMERS

9.1 No product guarantees/warranties. As part of the Services, Desk Nibbles Inc delivers food products and other consumer goods and services produced by third parties (“Third-Party Products”). You expressly agree that Desk Nibbles Inc is not responsible for the quality or safety of any Third-Party Products and hereby indemnify and hold Desk Nibbles Inc harmless from any third-party claims arising for your or your employees’ use or consumption of such Third-Party Products.

9.2 Disclaimer of Warranties. THE WEBSITE, SERVICES, APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. Desk Nibbles Inc SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. Desk Nibbles Inc DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND Desk Nibbles Inc SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. Desk Nibbles Inc WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICES.

LIMITATION OF LIABILITY

10.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL Desk Nibbles Inc BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, PLATFORM, APP OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR APP, OR (E) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, PLATFORM, APP OR SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF Desk Nibbles Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 TOTAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Desk Nibbles Inc’s LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) FIFTY U.S. DOLLARS ($50) OR (II) AMOUNTS YOU’VE PAID Desk Nibbles Inc IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10.3 EXCLUSION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Desk Nibbles Inc and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Platform or Services, including any User Content transmitted or received by you or your Users; (b) violation of any term of this Agreement, including without limitation breach of any of the representations and warranties above, by you or your users; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) violation of any applicable law, rule or regulation by you or your users; (e) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (f) your gross negligence or willful misconduct; or (g) any other party’s access and use of the Services (or access and use of any third-party service via the Services) with your unique username, password or other appropriate security code.

Termination

12.1 Termination by Desk Nibbles Inc. Desk Nibbles Inc may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website, Platform or portions thereof, including the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that you may have with Desk Nibbles Inc (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by you to Desk Nibbles Inc), (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Website may also include removal of some or all of the materials uploaded by you to the Website.

12.2 Survival. The following sections shall survive any termination or expiration of this Agreement: 3, 4, 5, 9, 10, 11, 15, 15 and 16.

Availability & Updates

Desk Nibbles Inc may alter, suspend, or discontinue this Website, the Platform, App or Services at any time and for any reason or no reason, without notice. The Website, Services and/or Desk Nibbles Inc App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

Security

Information sent or received over the Internet is generally unsecure and Desk Nibbles Inc cannot and does not make any representation or warranty concerning security of any communication to or from the Website, Platform, App or Services or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. Desk Nibbles Inc will not be liable for any loss or damage arising from your failure to comply with these requirements.

Choice of Law

These Terms and any action related thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Ottawa, Ontario.

General

16.1 Entire Agreement. These Terms of Use, together with the Desk Nibbles Inc Privacy Policy and any Order Form (if applicable), constitutes the entire agreement between the parties relating to the Website, Platform App and Services and all related activities. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.

16.2 No waiver. The failure of Desk Nibbles Inc to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Desk Nibbles Inc must be in writing and shall only apply to the specific instance identified in such writing.

16.3 No Assignment. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Desk Nibbles Inc’s prior written consent.

16.4 Contact. If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the App or Services, please contact us at: hi@hoppier.com

English Language

It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Last Updated: [Nov 19, 2020]

Hoppier Inc. Terms of Use Conditions

SERVICES

Service Launch. On the Service Launch Date in the Order Form, Hoppier shall begin providing the Hoppier Platform and services more particularly set out in the Order Form, which allow Customer to distribute (“Hoppier Funds”) to Customer’s employees or other users.
Platform License. During the Term, Hoppier hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use and access the Hoppier Platform in connection with the delivery Services. Customer shall be provided with login details enabling direct access to the Platform. Customer may make the Platform available to its employees, customers, partners and other end users, provided all use of the Platform shall be governed by the Terms of Service available at: https://www.hoppier.com/terms
Customer Responsibilities. Customer shall: (i) safeguard the login details provided to use the Platform and prevent unauthorized access to or use of the Platform and shall notify Hoppier promptly upon becoming aware of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal and foreign laws in using the Platform.
Hoppier . In order to use the Hoppier services, Customer: (i) must create and use a payment processing account provisioned by Hoppier; (ii) add funds to their Hoppier account for distribution of Hoppier Funds; and (iii) (if applicable) add the minimum number of employees/users as specified in the Order Form.

PROPRIETARY RIGHTS

Reservation of Rights. Except for the rights and licenses granted in this Agreement, Customer acknowledges and agrees that Hoppier owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other intellectual property rights therein) in and to the Platform and Hoppier grants Customer no further licenses of any kind hereunder, whether by implication, estoppel or otherwise.
Suggestions. Hoppier shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Platform any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its users relating to the Platform and Services.
Service Use Guidelines. Customer shall use the Platform solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Platform available to any third party. Customer shall not: (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform except to the extent expressly agreed upon in writing by Customer or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) circumvent any user limits or other use restrictions that are built into the Platform; (iii) remove any proprietary notices, labels, or marks from the Service or Platform; or (iv) access the Platform in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics of the Platform.
Customer Data. As between Hoppier and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. Customer hereby grants Hoppier a perpetual, worldwide, royalty-free, and non-exclusive license to access Customer Data in order to: (i) provide the Platform and related services in accordance with the terms of this Agreement; (ii) use Customer Data for internal purposes in order to improve the Platform or other Hoppier products and services and to create aggregated and anonymized statistical analytics in respect to use of the Services and other Services and user parameters and characteristics (“Aggregated Data”). Hoppier shall remain the exclusive owner of all right, title and interest in the Aggregated Data.

PAYMENT TERMS AND TAXES

Payment Terms. In consideration for the receipt of the Platform and services licenses and other consideration granted hereunder, Customer shall pay Hoppier the fees specified in the Order Form (the “Subscription Plan”), including any applicable money transfer, transaction or processing fees. Unless otherwise specified in the Subscription Plan, fees for the Services will be invoiced on an annual upfront basis. Hoppier reserves the right to change the Services fees on an annual basis by providing advance notice to Customer.
Credit Cards. Customer may be required to provide valid ACH details or Credit Card and billing information to Hoppier for automatic billing. All ACH details and credit cards must be valid, authentic and Customer must be authorized to use them. If the charge is not authorized or accepted, Hoppier reserves the right to cancel the funds deposit or transfer without notice and with no further liability or obligation to you. Any funds deposit made by Credit Card will be subject to a 3% non-refundable transaction fee.
Invoicing and Payment of Taxes. Payment is due on receipt, prior to activation of the Hoppier Platform. All charges and fees provided for in this Agreement are exclusive of and do not include any foreign or domestic governmental taxes or charges of any kind imposed by any federal, state, provincial or local government on the transactions contemplated by this Agreement, including without limitation excise, sales, use, property, license, value-added taxes, goods and services, harmonized, franchise, withholding or similar taxes, customs or other import duties or other taxes, tariffs or duties other than taxes that are imposed based on the net income of Customer. Any such taxes shall be the sole responsibility of Customer.
Overdue Payments. Any payment not received from Customer by the due date will accrue late charges at the rate of one percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher, from the date such payment was due until the date paid.
Suspension of Service. If Customer account is overdue, in addition to any of its other rights or remedies, Hoppier reserves the right to suspend the Platform provided to Customer, until such amounts are paid in full or terminate the Service and this Agreement.
Hoppier Funds. Customer may decide the amount of Hoppier Funds to deposit in Customer’s Hoppier account, how Funds will be distributed to Customer employees/users, and whether unused Funds are returned from the employee to Customer at the end of a specified period. Before the termination of this Agreement, the Customer may withdraw any unused Funds themselves or request Hoppier to refund these manually. Please note that after 1 (one) year of inactivity, any unused funds in the account will expire. This may take up to 30 days if the request is made to Hoppier. Customers may permit employees to make purchases that exceed their Hoppier Fund balance by requiring the employee to provide valid credit card information to Hoppier, provided that the Customer shall remain liable to Hoppier for any charges that are not paid for by the employee. The minimum purchase amount for any purchase that exceeds the User’s Hoppier Fund balance is $0.50 per transaction. Any purchase amount that exceeds the Hoppier Fund balance by less than $0.50, will be increased to the $0.50 minimum overage and charged to the User’s personal credit card.
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CONFIDENTIALITY

“Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary”, or similar designation or which the recipient knows or has reason to know is regarded by the disclosing party as such, including oral information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (i) was known to it prior to its disclosure hereunder by the disclosing party; (ii) is or becomes known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party without restriction or disclosure and without breach by such third party of a non-disclosure obligation; (iv) is independently developed by the receiving party; (v) has been approved for release by the disclosing party’s prior written authorization; or (vi) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure;
Obligation. Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.
Injunctive Relief. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
Other Exemptions. Notwithstanding the foregoing provisions in this Section 4, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement.

REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Representations and Warranties by Each Party. Each party represents, warrants to the other party that: (i) it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and (iv) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner.
Hoppier Warranties. Hoppier represents and warrants to Customer that during the Term it will provide the Platform and services in a professional and workmanlike manner, consistent with industry standards.
Disclaimer. EXCEPT AS SPECIFICALLY SET OUT IN THIS SECTION 5 THE SERVICES AND PLATFORM ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION AND/OR WARRANTY OF ANY KIND. HOPPIER AND ITS LICENSORS AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES OR THE PLATFORM PROVIDED UNDER THIS AGREEMENT AND HOPPIER SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY REPRESENTATIONS AND/OR WARRANTIES AGAINST NON-INFRINGEMENT AND ANY AND ALL IMPLIED REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, DURABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNITY.

Hoppier IP Indemnity. Hoppier shall indemnify, defend and hold the Customer harmless from and against damages, claims, demands, actions and costs (including legal/attorney fees), charges, expenses, liabilities final settlement or award made to a third party by a court or tribunal of competent jurisdiction in relation to any infringement by the Platform of any third party’s proprietary or intellectual property right an (“IPR Claim”); provided that, (i) the IPR Claim is not due to any modifications made by Customer; and (ii) Customer shall notify Hoppier promptly of any such claim, permit Hoppier to control the defense and settlement of such claim and reasonably assist Hoppier in defending or settling such IPR Claim. If Hoppier has reason to believe that it would be subject to an injunction or continuing damages based on the Platform, Hoppier (including its Affiliates) or any user is subject to an injunction or continuing damages based on the Platform, then Hoppier may, at its option: (a) procure the rights necessary for Customer to continue to use the Services,; or (b) terminate this Agreement and the Services immediately and refund to Customer all unapplied amounts paid by Customer to Hoppier in advance in respect of the quarter in which the Platform is terminated.
Customer IP Indemnity. Customer shall indemnify, defend, and hold Hoppier, its Affiliates, and the officers, directors, agents, and employees of all of the foregoing (each, a “Hoppier Indemnitee” and collectively, the “Hoppier Indemnitees”) harmless from and against any and all loss, damage, claims, demands, actions and costs (including legal/attorney fees), charges, expenses and liabilities of whatsoever nature incurred by a Hoppier Indemnity directly or indirectly out of or in connection with Customer’s use of the Services (“Claim”). Hoppier shall in its discretion give the Customer conduct of any Claim to control the defense and settlement of such Claim (provided that Hoppier may participate with counsel of its own choosing), and Hoppier shall provide reasonable assistance, at Customer’s expense, in defending or settling such claim.

LIMITATION OF LIABILITY

IN NO EVENT SHALL HOPPIER BE LIABLE TO THE CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT HOPPIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CUSTOMER AGREES ALL PURCHASES MADE BY CUSTOMER OR A USER USING HOPPIER FUNDS ARE SUBJECT TO ANY REFUND POLICIES OR OTHER TERMS PROVIDED BY THE SELLER AND HOPPIER SHALL HAVE NO LIABILITY FOR ANY PURCHASES MADE USING HOPPIER FUNDS
IN NO EVENT SHALL HOPPIER’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

TERM AND TERMINATION

Term. Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for the initial term specified on the Order Form (the “Initial Term”), automatically renewable for further periods equal in length to the Initial Term (each a “Renewal Term”) unless and until terminated by either party providing no less than 30 days notice prior to expiry of either the Initial Term or the Renewal Term, unless the Initial Term is monthly in which case the notice period shall be any day prior to the end of the Term (together the Initial Term and Renewal Term shall be the “Term”).
Termination. Either party may terminate this Agreement with written notice if the other party: (i) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (ii) ceases to carry on business as a going concern; or (iii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party.
Survival. The following Sections shall survive the termination or expiration of this Agreement for any reason: 2, 3, 4, 6, 7, 8.3, 8.4 and 9 and any other terms herein which expressly state that such terms will survive or which by their nature are required to survive to give effect to the surviving terms stated to survive, shall survive the termination or expiration of this Agreement for any reason and will continue in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire.
Effect of Termination. Upon termination of this Agreement, the services and Customer’s right of access to the Platform will immediately terminate.

GENERAL

Publicity. Hoppier may refer to Customer in Hoppier’s list of customers and may use Customer’s name, logo and agreed screenshots from the Customer Site for this and related-marketing purposes. No other use of Customer’s name or logo, any other trademark or trade-name of Customer is permitted without the express prior written consent of Customer.
Assignment. This Agreement shall not be assigned by either party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other party, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, Hoppier may freely assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of the Customer.
Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware and the parties irrevocably attorn to the non-exclusive jurisdiction of the courts of the State of Delaware with respect to any dispute or claim arising out of or in connection with this Agreement.
Compliance with Laws. Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.
Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth on the Order Form.
Independent Contractors. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
Force Majeure. Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.
Precedence. If there is any conflict or inconsistency between the terms in the various parts of this Agreement, the Order Form shall take precedence over these Terms and conditions.
Subcontractors. Hoppier may subcontract the performance of this Agreement, or any part of this Agreement without the prior written consent of Customer.
“Know Your Customer” (KYC) obligations for payments require Hoppier to collect and maintain information on all Hoppier account holders who are sending Visa Commercial Credit cards. These requirements come from our regulators and are intended to prevent abuse of the financial system. This is in accordance with Patriot Act, Title III.
No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
Complete Understanding. This Agreement, including all Schedules and external documents referenced herein (including delivery timetables and Deliverable Requirements), constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter. To the extent of any conflict between the Schedules to this Agreement and the body of the Agreement, the terms of the Schedule shall prevail.
Language. The Parties acknowledge that they have expressly required that this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent convention et tous les documents connexes soient rédigés en langue anglaise.
Counterparts. This Agreement may be executed in two or more counterparts including by electronic means and transmission, all of which, taken together, shall be regarded as one and the same instrument.

OFAC Compliance.

Customer agrees to comply with OFAC and it’s different sanctions programs which may be subject to change over time and is updated periodically here - https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information