Thank you for using this website and our services (collectively, the “Services”). These terms and conditions apply to your access to and/or your use of the Services and any information, products, services or other things made available through the website or in relation to the Services. By using the Services, or submitting any communications or content to us, You accept and agree to all of these terms and conditions set forth below (the “Conditions”), which form a legally binding agreement between You and Hopper Home Helper LLC (“Hopper”). (Hopper and You, the customer, may be referred to individually as a “Party” and collectively as the “Parties”).
1. Agreement Between You and Hopper.
Thank you for using our Services, which are available at www.usehopper.com the “Website”). The following terms and conditions (the “Terms of Service”) apply to your use of the Website and/or any Services. By using the Website, you explicitly accept these Terms of Service. We strongly recommend that, as you read these Terms of Service, you also access and read the information contained in the other pages and websites referred to in these Terms of Service, as they may contain further terms and conditions that apply to you. Underlined words and phrases are links to these pages and websites. The term “Agreement” means the agreement formed between you and us pursuant to these Terms of Service and any other terms and conditions posted on the Website, and any other written agreement between you and us, as the same may be modified from time to time, all of which are incorporated herein by reference.
2. Customers’ Responsibilities, Representations and Warranties.
(a) Customer Content: Customer represents and warrants that he or she owns all rights to any information or data he or she provides in relation to any Application, the Website or the Services (the “Customer Content”) or otherwise has and will continue to hold all rights and permissions necessary to legally use, share, display, transfer and/or license any Customer Content in any manner contemplated by, in furtherance of or pursuant to this Agreement. Customer further represents and warrants that Hopper’s use of any Customer Content in the provision of any Service(s) will not infringe or violate the right(s) of any third party, including without limitation, any copyrights, trademarks, privacy rights, contract rights or any other intellectual property or proprietary rights.
(b) Compliance With Law: Customer represents, warrants and agrees that it has and shall continue to comply with any and all laws, rules or regulations applicable to its use or receipt of the Services.
(c) Security. You are responsible for the security of Your own data, any data on or relating to the Services and the Website. Hopper is not responsible to Customer or to any third party for unauthorized access to any data or the unauthorized use of any Customer Content, Customer information or any data or information belonging to You by any third party unless the unauthorized use resulted from Hopper’s reckless or gross negligent failure to take commercially reasonable steps to protect such data. The Customer is responsible for the use of the Services by any of its employees, agents or representatives or any person to whom it provides access to the Services or any person who gains access to the Services as a result of its failure to use reasonable security precautions, even is such use was not authorized by the Customer.
(d) Payment of Service Fees. All Invoices are due upon receipt.
3. Intellectual Property Rights. Hopper and its Services are protected by copyright, trademark and other state, national and international statutory, common law and other legal frameworks. Other than expressly set forth herein, this Agreement does not grant Customer any right, title or interest in Hopper, the Services or any property belonging to Hopper including, without limitation, its trademarks, logos, platforms, text, photos, images, graphics, audio, video or other materials or programming provided in relation to the Services or otherwise (collectively, “Hopper’s Materials”). Customer may not change, translate or otherwise create derivative works of the Services or Hopper’s Materials. Further, Hopper shall own any and may utilize in its sole discretion any and all feedback, information, recommendations or improvements to its materials whether they originate from the Customer or otherwise.
4. Additional Rights. Subject to any restrictions in these Terms of Service, Hopper hereby authorizes you to view, copy, download and print a single copy of the information and data (“Content”) available on the Website, provided that: (1) the Content is used solely for personal, noncommercial purposes; (2) the Content is not modified, republished, or redistributed; and (3) all copyright, trademark, service mark and other proprietary notices are reproduced as they appear in any such Content. Without limiting the generality of the foregoing, as a Customer, you are only permitted to use the Website to utilize services offered by us. Except as expressly provided above, nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right under any patent, trademark or copyright of Hopper.
5. Competitor Exclusion. Notwithstanding the grant of access conferred in Section 4, Hopper expressly and without limitation revokes the right of any competitor to access the Website in any way and for any purpose, including, but not limited to, through employees, officers, directors, third party agents, affiliates, or independent contractors. If you are a Hopper competitor, you acknowledge that you are accessing the Website without legal authorization, and agree to immediately discontinue such access, and to direct all parties within your control or under your direction, including, but not limited to, employees, officers, directors, third party agents, affiliates, or independent contractors, to cease accessing the Website on your behalf, or for your benefit.
6. Lease Obligations. As part of the provision of the Services, Hopper shall provide and You with a lease agreement (the “Lease Agreement”) between You and a third-party building owner and/or manager. In the event You decide to procure the Services and execute the Lease Agreement, You shall be bound thereby. You agree to comply with any and all obligations in or relating to the Lease Agreement. Your relationship with the landlord shall be governed by the terms and conditions of the Lease Agreement. Hopper is not responsible for any conduct, misconduct or breach of any Lease Agreement by any party thereto. In the event any landlord breaches any Lease Agreement with You, You hereby knowingly waive any and all claims against Hopper in relation thereto and agree that Your redress shall be against the landlord only.
7. Fair Housing. All Services and Content may be subject to any applicable state and federal fair housing laws, which make it illegal, among other things, to discriminate because of race, color, religion, sex, physical or mental disability, and/or familial status.
8. Indemnification. Customer shall defend, indemnify and hold harmless Hopper and its officers, directors, employees, agents and affiliates, and their respective successors and assigns, from and against any claims, losses, damages, liabilities, costs or expenses of any nature including without limitation attorney’s fees and costs suffered or incurred by any of them to the extent caused by, arising in connection with or related directly or indirectly to (a) Customer’s breach, default or misrepresentation of any warranty or obligation made in or created by this Agreement; (b) the Customer Content provided to Hopper pursuant to this Agreement; and (c) any actual or alleged breach, violation, misappropriation or infringement of any third party Lease Agreement, or any Exhibit or amendment hereto.
9. Force Majeure, Service Interruptions and Non-party data providers. Neither You nor Hopper shall be deemed to have breached these Terms and Conditions solely as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from any act of God, action of the elements, fire, accident, riot, strike, work stoppage or other labor disturbance, interruption of power or water, act of war, act of terrorism, invasion, civil commotion, enactment of laws or other casualty or cause, whether similar or dissimilar, arising in a manner beyond the reasonable control of the party required to perform and without such Party’s negligence or willful misconduct.
10. Damages Limitation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, HOPPER WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE OR LOSS OF PROFIT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, HOPPER’S MAXIMUM AGGREGATE LIABILITY HEREUNDER FOR ANY CLAIMS WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY CUSTOMER TO HOPPER DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT, OCCURRENCE OR CAUSE GIVING RISE TO ANY SUCH CLAIM, IF ANY.
11. Warranty Disclaimer. THE SERVICES, COMPARATIVE INFORMATION AND ALL OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOPPER EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE SERVICES, COMPARATIVE INFORMATION, AND ALL OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER STATEMENT OF FACT OR OPINION, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING EFFICACY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, OR OTHERWISE, WHETHER MADE BY EMPLOYEES, AGENTS OR AFFILIATES OF HOPPER OR OTHERWISE, WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY HOPPER FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF HOPPER WHATSOEVER. NO PROVISION OF THE UNIFORM COMMERCIAL CODE OR UNIFORM COMPUTER INFORMATION TRANSACTION ACT IN ANY JURISDICTION SHALL APPLY TO THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED HEREUNDER.
12. No Unlawful or Prohibited Use. As a condition of your use of the Website or the Services, you agree to comply with all applicable laws, statutes, ordinances and regulations regarding or relating to the Services or Hopper. You warrant that You will not use the Services in any way prohibited by any applicable law, statute, ordinance and regulation or these Terms and Conditions. In addition, You warrant that you are eighteen years or older and are legal competent to enter into a contract.
13. Governing Law; Venue. This Agreement shall be governed, interpreted, construed and enforced in accordance with the substantive laws of the State of Indiana, without regard to conflict of laws principles. The parties hereto irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the courts of the State of Indiana, Johnson County, and the United States District Court for the Southern District of Indiana with respect to any and all actions related to this Agreement, the interpretation of this Agreement or the enforcement hereof, and the parties hereto hereby irrevocably waive any and all objections thereto.
14. Attorney’s Fees. The prevailing party in any action arising under or relating to this Agreement shall be entitled to reimbursement from the other party of reasonable attorneys’ fees and costs incurred in such action.
15. No Assignment; Amendment; Waiver. This Agreement shall inure to the benefit of and be binding upon both parties and their respective successors and permitted assigns. Except as set forth herein, neither Party may assign their rights or delegate their responsibilities under this Agreement to any third party without the prior written consent of the other Party; provided, however, that a Party may assign its rights and delegate its responsibilities under this Agreement to any successor to all or substantially all of the business of the assigning/delegating party if the assignee/delegee expressly assumes the obligations of the assigning/delegating party or by operation of law or in writing. A waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations with respect to this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations. Failure on the part of a Party to complain of any act or omission of any other Party or to declare any other Party in default with respect to this Agreement, irrespective of how long that failure continues, does not constitute a waiver by that party of its rights with respect to that default.
16. Choice of Law. This Agreement will be governed and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles.
17. No Waiver. No failure or delay by either Party to exercise any right under this Agreement, nor any partial exercise of any right, will constitute a waiver of such right.
18. Integration and Affirmation. You acknowledge and agree that these Terms of Service, and the other policies, terms, guidelines and rules referenced herein, constitute the entire and exclusive agreement between Hopper and You regarding the Website and the Services. These terms and conditions supersede and replace any prior agreements between Hopper and you regarding the Services.