Effective date: 1st Sept, 2018 Hypi Ltd., a UK company (“Hypi,” “Company,” “us”, “our”, or “we”), provides www.hypi.io and the other websites under the Hypi brand (collectively, the “Sites”), and our SaaS product, web design software, tools, and related services (together with the Sites, the “Service” or “Platform”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or the “Agreement”).
Please be aware that your activities on each of these platforms may be subject to additional terms of service for that particular platform. Certain parts of the Service may be subject to additional terms and conditions specified by us from time to time; your use of such Service is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. Prices of the Service are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Hypi website or the Service itself. Hypi shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.
The Service is available only for individuals aged 18 years or older. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale, or provision of the Service conflicts with any applicable law, rule or regulation. If you are entering into these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access the Service through your account to these Terms of Service, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it. If you do not have such authority, or if you do not agree with these Terms of Service, you must not accept these Terms of Service and you may not use the Service. You further agree that you assume all responsibility and liability in connection with your use of the Service on behalf of such a company or other legal entity, and you shall be solely responsible for all disputes, if any, that arise due to your use of the Service on behalf of such a company or other legal entity.
Except for User Content (defined below), all materials on the Service including the mini-applications that integrate other applications and services (“Apps”) and the Service itself and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”), including but not limited to the design, structure, arrangement, and “look and feel” of such Content, is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other intellectual property rights and laws.
Other than as provided herein, Hypi does not grant to user any license, express or implied, to the intellectual property of Hypi or its licensors. Except as expressly provided in the Terms of Service, no part of the Service and no Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes. Subject to the terms and conditions of this Agreement, Hypi provides you with a non-exclusive, revocable license to use the Service, including the Apps, as expressly permitted by the features and functionality of the Service and the Terms of Service. Hypi may terminate this license at any time for any reason or no reason.
We may now or in the future allow you to post or publish content on or upload content to the Service, including but not limited to apps created and contributed by you, blog or forum posts, images, and photos. Any content a user submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” You retain ownership of your User Content. We have no obligation to store, maintain, or provide you a copy of your User Content. You alone are responsible for any of your User Content that may be lost or unrecoverable through your use of the Service. You are encouraged to archive your User Content regularly and frequently.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Hypi under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Hypi does not waive any rights to use similar or related Feedback previously known to Hypi, or developed by its employees, or obtained from sources other than you. Additionally, you acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You own all of the User Content you post or publish (“post”) on the Service. You grant us a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, and distribute your User Content on the Service for the purposes of operating and providing the Service to you and other users (“User Content License”). You understand and agree that the Service is a public platform and other users may search for, see, use, and/or re-post any User Content that you make publicly available through the Service.
Your use of the Service is subject to all applicable laws and regulations.
Any unauthorised use of the Service or any Content may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.
You may not:
Any software that is accessed via the Service shall be governed by the terms of the license agreement that accompanies the software or is posted with the software on the Sites where the software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-exclusive license to use the software for your personal, noncommercial use in accordance with the Terms of Service. In the event of any inconsistency between the Terms of Service and any license agreement, the license agreement shall govern in relation to the software. You may not decompile, reverse engineer, or otherwise attempt to discover the source code of the software.
You do not have the right to sublicense the Service, download or modify any portion of the Service, or resell the Service. If you violate the Terms of Service, we reserve the right to terminate your license to the Service without notice. The software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the software.
Users of the Service may be required to provide their credit card details to the Company or the payment service provider retained by Company (the “PSP”). Users will be responsible for paying agreed-upon fees for the Service. Users of the Service will be liable for any taxes required to be paid on the Service provided under the Agreement (other than taxes on the Company’s income). All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from a free plan to any paying plan may immediately bill you. For monthly payment plans, the Service is billed in arrears on a monthly basis and is non-refundable. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANY CONTENT IS TO STOP USING THE SERVICE OR ANY SUCH CONTENT. IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR CONTENT PROVIDERS (OUR “AFFILIATES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY HYPI ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HYPI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HYPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW
Hypi is constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service. We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the Service without prior notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement. You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by any third party due to or arising out of your User Content, use of the Service, violation of these Terms of Service, or violation of any rights of another.
Hypi respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to Hypi’s Copyright Agent at: Hypi Ltd., Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX, or support.hypi.io (subject line: “DMCA Takedown Request”):
If you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a written counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signatureIdentification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabledA statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content, andYour name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringementIf a counter-notice is received by the Copyright Agent, Hypi will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat-infringer policy In accordance with the DMCA and other applicable law, Hypi has adopted a policy of terminating, in appropriate circumstances and at Hypi’s sole discretion, the memberships of users who are deemed to be repeat infringers. Hypi may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We reserve the right, in our sole discretion, to modify, update, or change the Terms of Service (“Updated Terms”) from time to time, so you should review this page periodically. When we change the Agreement in a material manner, we will update the “last modified” date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. Hypi is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. Hypi may provide such notifications, whether the notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Hypi in our sole discretion. Hypi reserves the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification by contacting us at support.hypi.io.
You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Service and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. The Terms of Service will govern any disputes arising before the effective date of the Updated Terms.
EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a UK court with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Hypi agree that any arbitration will be limited to the Dispute between Hypi and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Hypi ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Hypi otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void. LOCATION OF ARBITRATION. Arbitration will take place in London, UK. You and Hypi agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the UK courts located in London, United Kingdom have exclusive jurisdiction and you and Hypi agree to submit to the personal jurisdiction of such courts.
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and Hypi agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Hypi. Hypi’s address for such notices is Hypi Ltd., Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. BINDING ARBITRATION. If you and Hypi are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. If your claim for damages does not exceed $10,000, Hypi will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Hypi may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.