Introduction
These Terms of Service ("Agreement") govern your access to and use of the premier service(s) ("Service") provided by Hiptype Inc. ("Hiptype", "we" or "us") through our website (the "Site") or through other communication platforms, including applications on your mobile device (each, an "Application"). Please read this Agreement carefully. By clicking "I Accept" below, by accessing the Service or by accessing or downloading any associated reports, media, materials, or "online" or electronic documentation (collectively, "Licensed Materials"), you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you may not access or use the Service or Licensed Materials.
Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted in connection with such features. All such additional terms and the Hiptype Privacy Policy, which can be found at http://hiptype.com/#privacy ("Privacy Policy") are hereby incorporated by reference into this Agreement.
This Agreement may be amended by Hiptype from time to time. If we make material changes to the Agreement, we will notify you by email at the email address you provide with your user account information. You agree that such amended Agreement will be effective thirty (30) days after our dispatch of a notice to you, and your continued access to or use of the Service or Licensed Material thereafter shall constitute your acceptance of the amended Agreement.
1. Eligibility
By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are an individual using the Service on behalf of an entity, you represent and warrant that you have all necessary right and authority to bind such entity to the terms and conditions of this Agreement.
2. User Accounts
To become a registered user and be eligible to access and use the Service, you must create a user account ("Account") by registering on the Site. To open an Account, you must complete the registration process for the Service by providing Hiptype with the information requested on the registration form (the "Order Form") and accepting this Agreement. You shall promptly update all registration data to keep it true, accurate, current, and complete. Should Hiptype suspect that any information you provide is not true, accurate, current or complete, Hiptype has the right to suspend or terminate your use of the Service and assign fines of $1,000 per instance where data is maliciously entered incorrectly. When you register, Hiptype will ask you to provide a user name and password ("ID") for each of your registered users (each a "User"). User ID's may not be shared or used by more than 1 individual. You will be responsible for all activities that occur under your ID's and therefore you should keep them confidential. You agree to notify Hiptype immediately of any unauthorized use of your ID's or if you believe that any of your passwords are no longer confidential. Hiptype reserves the right to require you to alter an ID if Hiptype believes that your Account is no longer secure. By creating an Account, you hereby authorize Hiptype to publicly disclose that you, your employer and any related brands and organizations are a "partner" and a "customer" of Hiptype, Inc. Further, by creating an Account, you hereby grant Hiptype a limited, non-exclusive and royalty-free license to use your likeness, and branding and trademarks representing you, your employer and any related brands and organizations in Hiptype marketing materials. By creating an Account, you hereby authorize Hiptype to use your account information in accordance with the Privacy Policy for the purposes of sending periodic mailings to you about Hiptype products, services, and news.
3. License; Proprietary Rights
1. Use of the Service. Subject to the terms and conditions of this Agreement, Hiptype grants your Users a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to access and use the Service for your internal business purposes only. Sharing the Licensed Material with non-Users is strictly forbidden. You must use the Service in a manner consistent with any and all applicable laws and regulations. You acknowledge and agree that your use of the Service or downloading of Licensed Material is at your sole risk. Hiptype reserves the right to change or discontinue the Service (or any feature thereof) at any time, with or without notice.
2. License to Materials. Subject to the terms and conditions of this Agreement, Hiptype grants you a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to download and display Licensed Materials solely for your internal business purposes.
3. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service or the Licensed Materials or make the Service or the Licensed Materials available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service or the Licensed Materials; (c) you shall not access or use the Service to build a similar or competitive product or service or attempt to access the Service through any unapproved interface; (d) you will not use any device, software, or routine to damage, interfere or attempt to interfere with any application, function, or use of the Service; (e) except as expressly stated herein, no part of the Service or Licensed Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) any future release, update, or other change to functionality of the Service (if any) shall be subject to the terms of this Agreement unless Hiptype expressly states otherwise. You shall preserve all copyright and other proprietary rights notices on the Licensed Materials and all copies thereof.
4. Proprietary Rights. Hiptype and its licensors own and retain all proprietary rights in the Service and the Licensed Materials. The Service and Licensed Materials contain the copyrighted material, trademarks, and other proprietary information of Hiptype and its licensors. Except as expressly specified in this Agreement, the provision of the Service and the Licensed Materials does not transfer to you or any third party any rights in or ownership of such intellectual property, including, without limitation, any intellectual property rights in any Hiptype or third-party content.
4. Data You Provide To Hiptype
1. License to Book Data. In connection with your use of the Service, you may provide us with data regarding yourself or customers you represent ("Book Data") in the fields and format we accept – including but not limited to Google Analytics and sales data. By doing so, you hereby grant Hiptype a limited, non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use the Book Data solely for the purposes of optimizing, validating, enhancing, supplementing and improving the Service and Hiptype's related product and service offerings. You agree not to provide us any Book Data that you know is false or inaccurate, or otherwise intended to disrupt or falsely skew our data or the Service, and you acknowledge and agree that we have no obligation to confirm the validity or otherwise verify the accuracy of the Book Data.
2. Restrictions. To the extent your Book Data is not publicly available or available to us from another source without restriction, we will only use it on an aggregated basis in connection with our services, and we will only disclose it to a third party for such purpose and under reasonable terms of confidentiality. Except as expressly specified in this Agreement, your provision of the Book Data to us does not transfer to us or any third party any rights in or ownership thereof.
5. Fees; Payments
1. Fees. Your use of the Service is subject to your payment of the applicable subscription fees ("Fees"), as set forth on the Order Form. Actual Fees and availability of all aspects of the Service are subject to change by Hiptype at any time, unless otherwise set forth on the Order Form. You must provide Hiptype with valid credit card information or other payment information prior to accessing the Service. You agree that Hiptype may charge Fees to your credit card or other payment account for the Service and that you will pay all applicable Fees assessed to your Account. Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties.
2. Payment. Unless otherwise specified in the Order Form, Fees are due monthly in advance and are non-refundable.
3. Compliance Validation. Upon reasonable advance written notice, Hiptype may validate your compliance with this Agreement through a review (by either Hiptype or an independent third party) of your technological information and/or systems sufficient to demonstrate your compliance. You agree to cooperate in conducting any such validation procedure. If the validation procedure reveals that you have used the Service in a manner that exceeds the scope in the Order Form, you will pay us for such unlicensed use of the Service based on the then-current Hiptype fee structure. We shall bear the cost of the review; provided, however, if the underpaid fees exceed ten percent (10%) of the fees paid (or due) to us during the preceding three (3) month period, then you shall pay our reasonable costs of conducting the validation.
6. Term
Subject to this Section, this Agreement will remain in full force and effect while you use the Service and/or maintain an Account. Unless otherwise set forth on the Order Form, you may terminate your Account at any time, for any reason by sending an e-mail to info@hiptype.com. Subject to the Order Form, Hiptype has the right to terminate this Agreement, or suspend or terminate your access to the Service, for any reason immediately effective upon sending notice to you at the email address you provide in your Account. Upon termination of this Agreement by either party, your right to access and use the Service will terminate immediately. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to the termination of this Agreement or denial of your access to or use of the Service. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 4, 6, 7, 8, 9 and 11.
7. Warranty Disclaimer
To the extent permitted under applicable laws, the Service and Licensed Materials are provided "As-is" and as available and Hiptype expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Hiptype does not guarantee and does not promise any specific results from the use of the Service or Licensed Materials. Hiptype makes no warranty regarding the results, data or License Material obtained or derived through the use of the Service, nor that the Service will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free. You agree that Hiptype is not responsible for the timeliness, deletion, mis-delivery, or failure to store any communications or personalization or preference settings.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
8. Limitation on Liability
To the extent permitted under applicable laws, Hiptype shall not be liable to you, or any third party, for any lost profits, indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to your use of the Service, Site, or Licensed Material under this Agreement, even if Hiptype has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Hiptype's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the greater of (1) an amount equal to the amounts paid by you to Hiptype in the twelve (12) months preceding the claim; and (2) one hundred U.S. Dollars (US $100). The existence of one or more claims will not serve to enlarge this limit. You acknowledge and agree that the limitations of Hiptype's liability are (a) reasonable in light of your ability to use the Service, Site, or Licensed Material at the fees charged by Hiptype, and (b) essential and fundamental parts of this agreement, which are necessary to induce Hiptype to enter into this agreement.
Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.
9. Indemnity
You agree to indemnify and hold Hiptype, its subsidiaries, affiliates, officers, agents, and other partners and their employees, harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, brought by any third party arising out of or relating to: (a) your use of the Service, Site or Licensed Material, (b) our use of the Book Data in accordance with the terms hereof, or (c) your breach of this Agreement.
10. Electronic Communications
The communications between you and Hiptype use electronic means, whether you visit the Site or send us emails, or whether Hiptype posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Hiptype in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Hiptype provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
11. Assignment
You may not, by operation of law or otherwise, delegate or otherwise transfer your rights or obligations under this Agreement to any third party without our prior consent, and any attempt to do so will be void.
12. Other
This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You agree and hereby irrevocably consent to the exclusive jurisdiction of the State and Federal courts with venue in California in any action to interpret or enforce this Agreement, and subject yourself to the jurisdiction (both subject matter and personal) of each such court and waive to the extent permitted by applicable law: (a) any objection that you might now or hereafter have to the venue of any such court in any action so instituted hereunder; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. This Agreement, the Privacy Policy and the Order Form constitutes the entire agreement between you and Hiptype regarding the use of the Service, Site and Licensed Material. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Notwithstanding any other provisions herein, the parties agree that no person or entity (including any other member) shall be deemed a third-party beneficiary of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of Hiptype to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this Agreement at info@hiptype.com.
13. Copyright/Trademark Information
Copyright © 2012, Hiptype, Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Service are our property or may be the property of third parties. Certain uses of Marks require the permission of the owner. If you are interested in using our Marks for any purpose, please contact info@hiptype.com to determine whether such a use requires authorization.
These Terms of Service were last updated on July 25, 2012.
