These terms and conditions ("Terms", "Agreement") are an agreement between Hippos Software Inc. ("Hippos Software Inc.", "us", "we" or "our") and you ("User", "you" or "your"). This Agreement sets forth the general terms and conditions of your use of the https://hipposhq.com website and any of its products or services (collectively, "Website" or "Services").
You must be at least 13 years of age to use this Website. By using this Website and by agreeing to this Agreement you warrant and represent that you are at least 13 years of age. If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
We do not own any data, information or material ("Content") that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor Content on the Website submitted or created using our Services by you. Unless specifically permitted by you, your use of the Website does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose. But you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time.
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, product shipping charges, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.
If you decide to enable, access or use third-party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. You irrevocably waive any claim against Hippos Software Inc. with respect to such other services. Hippos Software Inc. is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective websites. By enabling any other services, you are expressly permitting Hippos Software Inc. to disclose your data as necessary to facilitate the use or enablement of such other service.
We offer a Service uptime guarantee of 99% of available time per month. The service uptime guarantee does not apply to service interruptions caused by: (1) periodic scheduled maintenance or repairs we may undertake from time to time; (2) interruptions caused by you or your activities; (3) outages that do not affect core Service functionality; (4) causes beyond our control or that are not reasonably foreseeable; and (5) outages related to the reliability of certain programming environments.
We perform regular backups of the Website and Content and will do our best to ensure completeness and accuracy of these backups. In the event of the hardware failure or data loss we will restore backups automatically to minimize the impact and downtime.
Although this Website may be linked to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
This Agreement does not transfer to you any intellectual property owned by Hippos Software Inc. or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Hippos Software Inc. All trademarks, service marks, graphics and logos used in connection with our Website or Services, are trademarks or registered trademarks of Hippos Software Inc. or Hippos Software Inc. licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any Hippos Software Inc. or third-party trademarks.
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
To the fullest extent permitted by applicable law, in no event will Hippos Software Inc., its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Hippos Software Inc. has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Hippos Software Inc. and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to Hippos Software Inc. for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
You agree to indemnify and hold Hippos Software Inc. and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website or Services or any willful misconduct on your part.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ontario, Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Ontario, Canada, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are is free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
PART I – TERMS APPLICABLE TO THE APP MARKET IN THE UNITED STATES
Protection of User Data. We will protect the privacy and legal rights of Merchants (and their Users, as applicable). If the App Developer, the Merchants and their Users provide us with, or our App accesses or uses, User names, passwords, or other login information or personal information of or regarding the Merchants and their Users (collectively, “User Data”) or you provide the same to the App Developer, we will clearly and conspicuously make the Merchants (and their Users) aware that their User Data will be accessed or used by us (and the App or App Developer as applicable), and we will provide legally adequate privacy notices and protection for the User Data of those parties. We will only use User Data with regard to our App for the limited purposes that the Merchants (and their Users, as applicable) have given you permission or consent to do so, unless otherwise required or permitted by law. We agree that except as permitted in these Terms, we will not sell, disclose or otherwise share any consumer data, Merchant data or User Data obtained via the App Market to or with any third parties other than those performing services for you with respect to our App (who must be must be under confidentiality and data use restrictions substantially similar to those in these Terms). If we store User Data, then we will store such User Data securely and only for as long as it is reasonably needed. Without limiting the foregoing, we agree that we will permanently delete any consumer data, Merchant data, or User Data we have stored when a Merchant uninstalls or discontinues its use of our App, after providing such Merchant with a reasonable amount of time to obtain any such consumer data, Merchant data, or User Data, as applicable. Notwithstanding the foregoing, if a Merchant has entered into a separate agreement with us that allows us to store or use consumer data, Merchant data or User Data directly related to your App (not including other products or Apps), then the terms of that separate agreement will govern our use of such data.
PART II – TERMS APPLICABLE TO THE APP MARKET IN THE UNITED KINGDOM AND IRELAND
In respect of each Installed App, we will permanently and securely delete all Merchant Personal Data and Third Party Personal Data that we have stored or that we otherwise process when a Merchant uninstalls or discontinues its use of the Installed App, and after having provided such Merchant with a reasonable amount of time to obtain any such Merchant Personal Data and/or Third Party Personal Data. Notwithstanding the foregoing, if we have entered into a separate agreement with such Merchant outside of the App Market that permits us to continue to store or use any of the Merchant Personal Data and/or Third Party Personal Data, then the terms of that separate agreement will govern our ongoing use of such personal data.
PART III – TERMS APPLICABLE TO THE APP MARKET IN CANADA
Protection of User Data. We will protect the privacy and legal rights of Merchants (and their Users, as applicable). If the App Developer, the Merchants and their Users provide us with, or our App accesses or uses, User names, passwords, or other login information or Personal Information of or regarding the Merchants and their Users (collectively, “User Data”) or we provide the same to the App Developer, we will clearly and conspicuously make the Merchants (and their Users) aware that their User Data will be accessed or used by us (and the App or App Developer as applicable), and we will provide legally adequate privacy notices and protection for the User Data of those parties. We will only use User Data with regard to our App for the limited purposes that the Merchants (and their Users, as applicable) have given us permission or consent to do so, unless otherwise required or permitted by law. You agree that except as permitted in these Terms, we will not sell, disclose or otherwise share any consumer data, Merchant data, or User Data obtained via the App Market to or with any third parties other than those performing services for us with respect to our App (who must be must be under confidentiality and data use restrictions substantially similar to those in these Terms). If we store User Data, then we will store such User Data securely and only for as long as it is reasonably needed. Without limiting the foregoing, we agree that we will permanently delete any consumer data, Merchant data, or User Data we have stored when a Merchant uninstalls or discontinues its use of our App, after providing such Merchant with a reasonable amount of time to obtain any such consumer data, Merchant data, or User Data, as applicable. Notwithstanding the foregoing, if a Merchant has entered into a separate agreement with us that allows us to store or use consumer data, Merchant data or User Data directly related to our App (not including other products or Apps), then the terms of that separate agreement will govern our use of such data. The Merchant acts as the data controller with respect to User Data, and each of the App Developer and us acts as a separate and distinct data processor. The App Developer and us will comply with PIPEDA as it applies to each party’s respective performance under the Contract.
We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do we will revise the updated date at the bottom of this page. Continued use of the Website after any such changes shall constitute your consent to such changes.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
If you have any questions about this Agreement, please contact us.