HopSkip hereby grants you a single, non-exclusive, non-transferable, revocable and limited personal license to access and use the Site and the Services in the form provided by HopSkip in a Supplemental Agreement (if applicable) executed by you and HopSkip. This license is strictly conditioned on your continued compliance with the terms and conditions of this Agreement and applicable law.
You shall not, and shall not knowingly permit any other person to, access or use the Site or Services for any purposes beyond the scope of the license granted to you in this Agreement and, in the case of any third-party materials, except as expressly permitted by the applicable third-party license agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, you shall not at any time, directly or indirectly:
Any communications or material of any kind that you email, post, or otherwise transmit to HopSkip or through your use of the Site or in connection with the Services, including data, questions, comments, or suggestions (your “Feedback”) will be the Confidential Information of HopSkip. We are free to use, disclose, reproduce, license, distribute and exploit the Feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.
In connection with your use of the Site and Services, you shall be responsible for any fees set forth in a Supplemental Agreement (if applicable) (the “Fees”). All Fees are due net thirty (30) days from the date of invoice. All Fees shall be payable in U.S. dollars and are exclusive of taxes. You are responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on HopSkip’s income. If you have a good faith belief that you have been incorrectly billed by HopSkip, you must contact HopSkip in writing within five (5) business days following receipt of the applicable invoice and such written notice to HopSkip must specify the calculation error. Unless you have timely notified HopSkip of such Fee dispute, payments not received by HopSkip by the due date shall bear interest of two percent (2%) or the maximum rate allowed by law. HopSkip reserves the right to revoke any discounts applied to invoices past due. If such failure to make a payment when due continues for thirty (30) or more days, HopSkip may withhold, suspend or revoke its grant of license under this Agreement. All Fees are nonrefundable and are not subject to set-off.
HopSkip may from time to time, in its sole discretion, provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotions, unless also made available to you, shall have no bearing on your use of the Service or the Fees applied to you.
You agree to the use of electronic communications and to transact business electronically through the Site and in connection with the Services. You further consent to HopSkip’s communicating via electronic technologies by the provided contact methods, such as telephone number and email address.
Each party shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non-public information in any form or medium (whether oral, written, electronic or other) obtained from the other party (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using information, (a) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (b) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (c) that is or has been independently acquired or developed by such party, or (d) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other parties prior to making any such use or disclosure.
Neither party shall access or use the other party’s Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement. Each party shall safeguard the other party’s Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care, and shall not disclose or permit access to the other party’s Confidential Information other than to its representatives who (i) have a need to know, (ii) are informed of the confidential information of the Confidential Information, and (iii) who are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms of this Agreement. Each party shall promptly notify the other party of any unauthorized use or disclosure of such other party’s Confidential Information and use its best efforts to prevent further unauthorized use or disclosure. For the avoidance of doubt, the Site and the Services are the Confidential Information of HopSkip. You shall be responsible for ensuring your representatives’ compliance with, and liable for any of your representatives’ noncompliance with, the confidentiality obligations of this Agreement.
Upon expiration or termination of this Agreement or upon the written request of HopSkip, you shall promptly destroy, and permanently erase from all devices and systems you directly or indirectly control, HopSkip’s Confidential Information, including all documents, files and tangible materials and certify to such destruction in writing.
HopSkip, in its sole and absolute discretion, may suspend or terminate your use of the Site or any Services at any time, without prior notice, if you fail to comply with any of your obligations under this Agreement, violate applicable law, or if you make any representation to HopSkip that is inaccurate.
Upon the expiration or termination of this Agreement, (a) all rights, licenses and authorizations granted to you under this Agreement will immediately terminate and you shall immediately cease use of and the Site and Services, and (b) all Fees payable by you to HopSkip under this Agreement are immediately payable and due no later than fourteen (14) days after the effective date of such expiration or termination.
All right, title, and interest in the Site or the Services and any content contained therein is the exclusive property of HopSkip. The Site and the Services is protected by United States and international copyright and intellectual property laws and regulations. All content, trademarks, services marks, trade names, logos, and icons are proprietary to HopSkip. Nothing contained on the Site or in connection with the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site or in connection with the Services without the written permission of HopSkip. Your use of the trademarks displayed on the Site or in connection with the Services or any other content on the Site or provided in connection with the Services, except as provided herein, is strictly prohibited.
YOUR USE OF THE SITE AND THE SERVICES IS ENTIRELY AT YOUR SOLE RISK. THE SITE AND SERVICES ARE PROVIDED BY HOPSKIP ON AN “AS IS” AND “AS AVAILABLE” BASIS. HOPSKIP EXPRESSLY DISCLAIMS 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. HOPSKIP MAKES NO WARRANTY THAT (i) THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE SITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND SERVICES WILL BE ACCURATE OR RELIABLE. HOPSKIP UNDERTAKES NO OBLIGATION TO UPDATE THE SITE AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOPSKIP, OR THROUGH THE SITE AND SERVICES SHALL CREATE ANY WARRANTY REGARDING THE SITE NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SITE AND SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY HOPSKIP FROM TIME TO TIME WITHIN THE SITE OR IN CONNECTION WITH THE SERVICES.
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL HOPSKIP OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED SOFTWARE OR OPEN SOURCE COMPONENTS OR OTHER THIRD PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF HOPSKIP ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR THE SERVICES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO HOPSKIP BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. X. Indemnification
You agree to indemnify, defend, and hold HopSkip and its affiliates and their directors, officers, employees, agents, and representatives, harmless from any claim, demand, loss, costs, or expense, including reasonable attorneys’ fees and costs of investigation, arising out of or related to (a) your negligence or willful misconduct; (b) your breach of this Agreement; (c) your violation of applicable laws or regulations; (d) your use of the Site or Services in a manner not authorized or contemplated by this Agreement; or (e) your use of any version other than the most current version of the Site or Services delivered to you by HopSkip. Notwithstanding this section, you may not settle any claim against HopSkip unless such settlement completely and forever releases HopSkip from all liability with respect to such claim or unless HopSkip consents to such settlement, and further provided that HopSkip will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. Under no circumstances will HopSkip or its affiliates or their directors, officers, employees, agents, or representatives be liable for any damages of any kind that result from the use of, or the inability to use, the Site or the Services.
The Site or materials provided in connection with the Services may contain links to other third-party websites. HopSkip does not control such other third-party sites and HopSkip makes no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that HopSkip has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and HopSkip cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will HopSkip be liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other third-party sites.
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania, in each case located in the City of Philadelphia and County of Philadelphia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding..
Except as otherwise set forth herein, any notices in connection in this Agreement will be in writing and sent by first class U.S. mail, major commercial rapid delivery courier service, or confirmed email, to the address set forth in your Supplemental Agreement (if applicable) with HopSkip.
In no event will HopSkip be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond HopSkip’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, pandemic, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. HopSkip shall use commercially reasonable efforts to minimize the effects of any such Force Majeure Event. If HopSkip is unable to fulfill or perform any obligation under this Agreement for more than thirty (30) days because of a Force Majeure Event, you shall be entitled to give written notice to HopSkip terminating this Agreement.
Provisions of this Agreement which by their nature should apply beyond their terms will remain in full force after any termination or expiration of this Agreement.
The relationship between HopSkip and you is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between HopSkip and you, and you shall not have the authority to contract for or bind HopSkip in any manner whatsoever.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement without HopSkip’s prior written consent.
If HopSkip does not exercise of enforce any particular right set forth in this Agreement, HopSkip does not waive that right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you and HopSkip agree that the court should endeavor to follow the intention of the provision and that all other provisions of this Agreement will remain in full force and effect.
This Agreement constitutes the entire agreement between you and HopSkip with respect to the Site and in connection with the Services.
HopSkip may amend these Terms from time to time. Any such changes we make will be effective when we post a copy of the updated Terms on the Site or otherwise distribute such updated Terms to you. Your continued use of the Site or the Services constitutes your acceptance of and agreement to the changes. If you do not agree with the changes to the Terms, your sole remedy is to not use the Site or the Services.
If you have any questions about these Terms, please contact HopSkip at 1-866-467-7547.