Updated 4 February 2025

These Terms of Service for Business Accounts (these “Terms”) concern the horse riding booking system provided by Hopoti Software Oy (“we,” “us,” or “Hopoti”) and govern the business account holder’s (the “Seller”) use of the websites, applications, and other offerings from Hopoti that post or include a link to these Terms (collectively, the “Platform”). More details about the Platform are available at hopoti.com, busines.hopoti.com, and help.hopoti.com. In the context of these Terms, Seller and Hopoti may also be referred to each as a “Party” or together as the “Parties.” The clients of business account holders (“End Users”) may use the Platform to access, book or purchase certain services or products offered by Seller related to horses including horse riding, riding lessons, riding equipment, or any other products or services approved by Hopoti from time to time (“Seller Services”).
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PLEASE REVIEW THESE TERMS CAREFULLY. BY USING THE PLATFORM, SELLER REPRESENTS AND WARRANTS THAT IT HAS READ, UNDERSTANDS AND AGREES TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND THAT SELLER HAS THE LEGAL CAPACITY TO ENTER INTO A BINDING AGREEMENT. IF SELLER DOES NOT AGREE TO BE BOUND BY THESE TERMS, SELLER MUST NOT USE THE PLATFORM.
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Seller may be a legal person, such as a limited liability company, a sole proprietor, a general partnership, a limited partnership, an institution, a commercial enterprise or another public entity. The first person to sign up for or to submit an order through the Platform on behalf of Seller is automatically designated as the main user to whom Hopoti shall submit any notifications concerning these Terms. The main user represents that they have been granted the required authorisation to agree to these Terms.

Hopoti endeavours to develop the Platform and ensure minimum disruption to the Platform’s functionality. Hopoti reserves the right to edit or delete the content, structure, service hours of the Platform or its parts and other matters related to the Platform.

The content, services and functionalities provided on the Platform are for general informational purposes only and are not intended to serve as legal, financial, professional, medical, veterinary or health advice, opinion or tool and cannot be used for such purposes. Laws governing the content provided on the Platform may change quickly. Hopoti cannot guarantee that the Platform’s information or features are current or correct. Should Seller have specific legal questions about any of the information or features on the Platform, or their suitability for Seller’s business, Seller should consult with a licensed attorney in Seller’s area.

Hopoti reserves the right to shut down the Platform temporarily or permanently or restrict access to the Platform. Seller and the End User must acquire the devices, software and data connections (e.g. mobile network and Internet connections) required to use the Platform and the related data protection and updates in accordance with the current compatibility requirements provided by Hopoti at their own expense. The use of devices, software and data/material that may cause disruptions is strictly forbidden. Hopoti is not responsible for the applicability of the Platform for Seller’s intended purpose of use.
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The Platform may contain advertisements by third parties and links to services and websites of third parties. Using these links will take Seller outside the Platform, and Seller will be redirected to a third-party service at its own risk. Hopoti is not responsible for such advertisements or third-party websites and services.
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Seller alone is responsible for the provision of its Seller Services to End Users, and Hopoti does not own, control, offer or manage any Seller Services. Each Seller is solely responsible for the nature and quality of the Seller Services, and for any receipts, delivery, support, refunds, returns, and for all other ancillary services that it may provide. Hopoti is not a party to any agreement between Seller and End Users. Purchases made through the Platform for Seller Services are made directly with Seller and not with Hopoti. The End User must also agree to all policies, rules and terms and conditions concerning the Seller Services (“Seller Terms”). Seller Terms must not conflict with these Terms.

In addition to these Terms, Seller must also agree to the terms and conditions of the online payment service provider selected by Hopoti regarding online payment services. It is Seller’s responsibility to review all terms and conditions provided by the online payment service provider.

Hopoti reserves the right to make amendments to these Terms at any time in its sole discretion. Information regarding any essential amendments to these Terms will be transmitted via the Platform. All amendments will become valid on the date announced. By continuing to use the Platform after any amendments to the Terms have been made, Seller agrees to observe the amended Terms.
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Seller must enter its accurate and complete contact details into the Platform or report these to Hopoti in another manner, including its billing information and address. Seller is also responsible for keeping Seller’s contact details in the Platform up to date.

Subject to Seller’s ongoing compliance with these Terms, during the term of these Terms, Hopoti hereby grants Seller a limited, revocable, non-exclusive, non-assignable, non-sublicensable and non-transferable right and license to use the Platform solely for its own business purposes to provide End Users with the Seller Services, disseminate advertising content, or as Hopoti may otherwise permit or enable from time to time in accordance with the Terms. End Users must agree to Hopoti’s Terms of Service for Users when using the Platform.
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The following terms set restrictions on Seller’s access to and use of the Platform:
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a) Seller is not allowed in any way to copy or edit the Platform and the material it contains (permanently or temporarily) in whole or in part for other purposes than using the Platform in accordance with the Terms. However, it is not prohibited to copy electronic material, if this is necessary for the purpose of reviewing the electronic material;
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b) Seller is not allowed to reverse engineer, modify, copy, repair or change the Platform or the material contained therein, create derivative works of the Platform or attempt to reverse engineer or access the software’s source code to a greater extent than authorized by law;
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c) Seller is not allowed to rent, sublicense, reassign or sell the Platform to a third party or grant a third party access or right of use to the Platform, including any of Seller’s predecessors, successors, parents, subsidiaries, affiliates, officers, directors, members, managers, shareholders, investors, donors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns;
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d) Seller is not allowed to access without authority, interfere with, damage, or disrupt any part of our Platform or software or equipment or network on which the Platform is stored;

e) Seller is not allowed to attempt to gain unauthorized access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; or use the Platform in any way that breaches any law or regulation;

f) Seller is not allowed to transmit data, send, introduce, or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware, corrupted files, or any other harmful programs or similar computer code designed to adversely impact the operation of any computer software or hardware;

g) Seller is not allowed to attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;

h) Seller is not allowed to use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;

i) Seller is not allowed to remove, cover or edit any copyright markings and trademarks within the Platform or the material contained therein. Seller is also not allowed to remove, cover or edit advertisements within the Platform;

j) Seller is not allowed to violate any intellectual property laws or the intellectual property, proprietary or personal rights of others, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity);

k) Seller is not allowed to pretend to be someone else or use a pseudonym;

l) Seller is not allowed to engage in any actions or post or disseminate any content or materials that are defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; or promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. All content posted or disseminated through the Platform shall conform with Hopoti’s applicable policies then in effect, including regarding acceptable use and advertising content;
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m) Seller is not allowed to violate the legal or privacy rights of others;

n) Seller is not allowed to engage in any actions that are unlawful or fraudulent, or have any unlawful, fraudulent, or intentionally misleading purpose or effect or promote such activity;

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o) If Seller adds an End User to the Platform, Seller must ensure that a digital direct marketing consent has been acquired, or the lack thereof must be recorded and taken into account in the usage of the Platform. Seller must have the End User’s consent to add their information;
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p) At least 80% of the bookings made by End Users in the Platform must be paid via Hopoti. The period of time regarding this term is considered to be a full calendar month during which the Platform has been used to make bookings; and

q) Seller shall ensure that the purchase or subscription price for all Seller Services offered through the Platform, and the corresponding Seller Terms therefor, are at least as favorable to End Users as the most favorable terms upon which such Seller Services are offered or sold by Seller through any other point of sale or channel of distribution.

Usage of the Platform requires a personal user ID and password (“Login Credentials”). All Login Credentials require a strong password that must be changed whenever required by the Platform. Hopoti reserves the right to approve or reject the Login Credentials. The ownership of the Login Credentials is retained by Hopoti.
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Hopoti reserves the right to make amendments to the Login Credentials or the requirements surrounding Login Credentials at any time. These amendments may be required due to unforeseen data security issues. Hopoti shall never store Seller’s password in an unencrypted format and, consequently, cannot provide Seller with Seller’s password.
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The Login Credentials must be stored carefully and may not be transferred or disclosed to a third party. Seller is responsible for the usage performed with its Login Credentials. Seller must inform Hopoti about the unauthorised use or attempted unauthorised use of its Login Credentials without undue delay.
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THE PLATFORM, INCLUDING ALL CONTENT THEREIN, IS PROVIDED BY HOPOTI ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. To the fullest extent permitted by applicable law, Hopoti disclaims all representations and warranties, express, implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, Hopoti does not represent or warrant that: (i) the content or information provided through the Platform are correct, accurate, or reliable; (ii) access to and use of the Platform shall be uninterrupted or error-free; or (iii) the Platform or the server that makes it available is free of viruses or other harmful components or defects or that defects shall be corrected.

Hopoti expressly disclaims all representations and warranties relating to (a) the truth or accuracy of any End User-provided data or content and (b) the performance or conduct of any End User.

SELLER’S USE OF AND ACCESS TO THE PLATFORM AND ANY CONTENT IS AT ITS OWN RISK. IN NO EVENT SHALL HOPOTI OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, INVESTORS, DONORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS (THE “HOPOTI PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO OR USE OF THE PLATFORM, ANY DELAY IN OR INABILITY TO USE THE PLATFORM, ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PLATFORM, OR OTHERWISE UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE HOPOTI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD.

NOTWITHSTANDING THE FOREGOING, IF FOR ANY REASON ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY IS HELD UNENFORCEABLE, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE HOPOTI PARTIES EXCEED FIFTEEN PERCENT (15%) OF THE PAYMENTS MADE BY SELLER TO HOPOTI, EXCLUSIVE OF VAT, DURING THE PRECEDING CALENDAR MONTH.

SELLER ACKNOWLEDGES THAT, ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, HOPOTI WOULD NOT ALLOW SELLER TO ACCESS OR USE THE PLATFORM. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

Seller shall indemnify and hold harmless Hopoti from and against any and all claims, actions, suits, losses, liabilities, expenses, damages, and costs, including reasonable attorney fees and costs (collectively, “Losses”), made by any third party due to or arising out of: (i) Seller’s access to or use of the Platform; (ii) Seller’s actual or alleged breach of these Terms; (iii) Seller’s interaction with any End User or any End User’s use of Seller Services, including without limitation any injuries, Losses or damages befalling any End User, or someone for whom an End User has purchased Seller Services, (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, provision or use (including, without limitation, illness, injury, disability or death); or (iv) any infringement or misuse by Seller or any other user of the Platform using Seller’s computer or device of any intellectual property or any other right of any person or entity. Seller shall cooperate as fully as reasonably required in the defense of any such claim. Hopoti reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Seller.

Hopoti may recover from Seller for such Losses including by offsetting the costs from future payouts to Seller, charging Seller’s payment method or debiting Seller’s payment account on file, or issuing Seller an invoice.
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Upon using the Platform, Seller is responsible for its own business activities, such as marketing, products, services, financial transactions, accounting and the information and material within the Platform. The Platform may enable Seller to submit, post, upload, or otherwise make available (collectively, “Post”) certain content, such as details, posts, comments and images (collectively, “Seller Content”) that may or may not be viewable by other Sellers and End Users. As between Seller and us, Seller owns its Seller Content including any personal information therein, and Seller hereby grants Hopoti a worldwide, non-exclusive, perpetual, irrevocable, fully paid up, royalty-free, transferrable, sublicensable right and license to use, republish or disclose material uploaded or transmitted to the public areas of the Platform (such as discussion forums) via the Platform by Seller in a modified or original form in whole or in part and/or attached to other material without reimbursement. Notwithstanding the foregoing, our use of Seller’s personal data shall be governed by our Data Processing Agreement for Sellers.

Hopoti reserves the right to use Seller’s name or marketing name and logo in Hopoti’s marketing material.

Seller acknowledges and agrees that all Seller Content that it Posts is Seller’s sole responsibility. Seller represents and warrants that it is the owner of Seller Content it Posts to the Platform, and Seller acknowledges that it is responsible for ensuring that it has the required rights to Post or transmit such Seller Content without violation of any third-party rights.

Seller Content must comply with all applicable federal, state, local, and international laws and regulations and the use restrictions set forth in Section 4 of these Terms.

Seller acknowledges and agrees that we may or may not, at our discretion, pre-screen Seller Content before its appearance on the Platform (but also that we do not assume any obligation to). Seller further acknowledges and agrees that we reserve the right (but do not assume the obligation) in our sole discretion and in good faith to reject, move, edit or remove any Seller Content that is contributed to the Platform. Additionally, we have the right to remove any Seller Content that violates these Terms or is otherwise objectionable in our sole discretion. Seller acknowledges and agrees that we do not verify, adopt, ratify, or sanction Seller Content, and Seller agrees that it must evaluate and bear all risks associated with its use of Seller Content or Seller’s reliance on the accuracy, completeness, or usefulness of Seller’s Content.

Hopoti shall create back-up copies of the data in the Platform in accordance with its current back-up policy. Seller assumes the risk of storing Seller Content on the Platform, and it responsible for creating backups of Seller Content.

Hopoti reserves the right to use details generated by the use of the Platform for the purposes of guaranteeing the functionality of the Platform, correcting any faults, developing and modifying the Platform and fulfilling and exercising the obligations and rights in accordance with the Terms.
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Hopoti reserves the right to disclose information regarding a rider’s skill level verified by Seller to other Sellers in the Platform who require this information, provided that the rider has given an appropriate consent.
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Hopoti also reserves the right to use anonymous data generated by the use of the Platform for the purposes of business development and marketing. For example, Hopoti may use data in the Platform to create anonymous statistics regarding the usage of the Platform.
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Hopoti’s use of Seller data is subject to Hopoti’s Data Processing Agreement for Sellers.
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The ownership and all intellectual property rights related to the Platform, the software and systems used to provide the Platform, the Platform’s appearance, material produced by Hopoti in the Platform and their copies, modifications, translations and derivative works belong to Hopoti or its licensors or service providers. Intellectual property rights refer to patents, inventions, trademarks, domain names, right to expertise, copyrights, rights related to copyright and all other intellectual property rights as defined by any legal system anywhere in the world, regardless of whether they have been registered or not, including all modification rights and right to transfer concerning all the matters specified above.

Seller may stop using the Platform at any time by deleting its registration to the Platform or by notifying Hopoti by email at support@hopoti.com.
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Hopoti reserves the right to terminate Seller’s right to use the Platform and withhold payments to Seller at any time at Hopoti’s sole discretion, for example, if any End User safety or other issues arise or if Seller violates the payment provision of these Terms.
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Terms related to ownership and intellectual property rights, limitations of liability, applicable law and disputes shall remain valid even in the event that the use of the Platform or the right of use to the Platform are terminated. Other terms that need to remain valid due to their nature shall also remain valid.

Seller is obligated to pay for its use of the Platform in accordance with Hopoti’s current price list or a separate written agreement with Hopoti. In general, the charges to Seller are made automatically based on the fee statements received by Seller. Monthly fees owed by Seller are invoiced in advance. By using the Platform, Seller authorizes Hopoti to charge Seller’s credit card or any other pay instrument provided by Seller to Hopoti for any sums payable by Seller to Hopoti. Hopoti may deduct, recoup or setoff any amounts Seller owes under these Terms, or under any other agreements Seller has with Hopoti, from Seller’s account balance, or invoice Seller for those amounts. If Seller’s account balance is negative, or does not contain funds sufficient to pay amounts that Seller owes to Hopoti, then Hopoti may debit Seller’s account balance by the amount necessary to collect.

Seller agrees to resolve any disputes with an End User directly with such End User and in accordance with these Terms. In the event that an End User submits a chargeback, Hopoti reserves the right to recoup funds associated with End User dispute fees or chargebacks from Seller.
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Hopoti may also charge for any additional services provided by Seller via the Platform. Seller is responsible for ensuring that the End Users are aware that the additional services are subject to a fee and that these services are ordered only by authorised persons. Additional services may include, without limitation, SMS messages, online advertising with Hopoti, consulting services and additional features of the Platform.

If the services provided by Hopoti require travelling, and if not otherwise agreed in writing, Hopoti will charge the actual costs incurred by travelling, travel time, accommodation and travel allowance.
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The payment of each invoice is due fourteen (14) days from issuance. Any notices to Hopoti regarding the invoice must be sent within seven (7) days from the date of receiving the invoice. Interest calculated at the lesser of fourteen percent (14%) per year or the highest rate permitted by applicable law will be applied for late payments. In addition, Seller must reimburse the costs incurred by Hopoti related to late payments, such as payment reminders, in accordance with Hopoti’s current price list.
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If a payment remains unmade even after a payment reminder has been issued, Hopoti has the right to suspend or terminate Seller’s use of the Platform.
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Value-added tax, other similar taxes, duties and other public charges are added to the prices.
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Hopoti reserves the right to make changes to prices of the Platform and its price list by announcing the change thirty (30) days before a change is implemented. Seller has the right to terminate its agreement to these Terms by a written notification not less than fourteen (14) days before the change is implemented.

Seller’s use of the Platform may start with a free trial. The availability of a free trial is not guaranteed and if it is available, it is only available to a Seller that has not previously used the Platform.

When Seller enrolls in a free trial, we will require Seller to provide its payment details to start the trial. By providing such details Seller agrees that we may automatically begin charging Seller for use of the Platform at the then-current fee on the first day following the end of the trial or on a periodic recurring monthly or annual basis, as applicable, unless Seller deletes its registration to the Platform or notifies Hopoti by email at support@hopoti.com.

Seller may cancel its registration at any time before the end of its free trial. We provide notice of the terms and conditions of the free trial when Seller subscribes, but Seller will not receive a separate notification that its free trial period is about to expire or has expired, or that the paid membership has begun.

The online payment service provider required by the Platform is determined by Seller’s country. The terms of agreement of online payment service providers are approved separately and they do not constitute part of the agreement between Seller and Hopoti.

Seller must review the online payment service provider’s instructions, terms and other details carefully. The online payment service provider may be the recipient of credit card payments made by End Users for Seller Services. The online payment service provider will transfer the payment to Seller after deducting the sales fee defined in Hopoti’s price list, available here and incorporated by reference herein, or any other sums otherwise payable by Seller to Hopoti.
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Hopoti reserves the right to change the online payment service provider at any time at its sole discretion.
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Payment processing services for businesses on Hopoti may be provided by Stripe, in which case they are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms and continuing to operate as a business on Hopoti, Seller agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Hopoti enabling payment processing services through Stripe or any other payment service provider, Seller agrees to provide Hopoti accurate and complete information about Seller and its business, and Seller authorizes Hopoti to share such information and transaction information related to Seller’s use of the payment processing services provided by Stripe or any other payment service provider.

If Seller is located outside of the U.S., these Terms are governed by Finnish laws, excluding the rules concerning the conflict of laws. All disputes arising from or related to these Terms shall be resolved at the District Court of Helsinki.

Except as provided below, all matters relating to the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. Seller waives any and all objections to the exercise of jurisdiction over Seller by such courts and to venue in such courts for purposes of these Terms only.

U.S. SELLERS: PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

18.1 Application. Seller and Hopoti agree that these Terms affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers” is intended to be interpreted broadly and governs any and all disputes between Seller and us, except as provided in this section. Any and all disputes may include, but are not limited to: (i) claims arising out of or relating to any aspect of the relationship between Seller and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before these Terms or any prior agreement; and (iii) claims that may arise after the termination of these Terms.

18.2 Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If Seller has any dispute with us, Seller agrees that it will try to resolve its dispute with us before taking any formal action by contacting us by email at support@hopoti.com. When Seller contacts us, it must provide a brief, written description of the dispute and its contact information. Except for intellectual property and small claims court claims (see the subsection entitled “Exception” below), Seller and we agree to use good faith efforts to resolve any dispute, claim, question, or disagreement directly through consultation with each other. Seller and we agree to engage in good faith discussions before initiating a lawsuit or arbitration and understand that good faith discussions are a precondition of initiating a lawsuit or arbitration.

18.3 Binding Arbitration. If we do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the subsection entitled Initial Dispute Resolution above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided in the subsection entitled “Exception” below). Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other and Seller’s use of the Platform shall be finally settled by binding arbitration administered by JAMS in accordance with either: (i) the JAMS Streamlined Arbitration Procedure Rules, for claims that do not exceed $250,000; or (ii) the JAMS Comprehensive Arbitration Rules and Procedures, for claims exceeding $250,000. The JAMS rules and procedures just identified shall be those in effect at the time the arbitration is initiated (not the “Updated” date of these Terms), excluding any rules or procedures governing or permitting class actions. Contact information for JAMS, as well as copies of the JAMS rules and applicable forms, are available at www.jamsadr.com.

18.4 Arbitrator’s Powers. The arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms. Such disputes may include, but are not limited to, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

18.5 Filing a Demand. To start an arbitration, Seller must do all three of the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages Seller seeks to recover (Seller may find a copy of a Demand for Arbitration form at www.jamsadr.com); (ii) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS; and (iii) send one copy of the Demand for Arbitration to us at: support@hopoti.com.

When Seller initiates arbitration against us, it is required to pay up to $250 of the filing fee to initiate arbitration. To the extent the filing fee for the arbitration exceeds that amount, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. Seller is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Arbitration shall take place in New York County, New York, and Seller and we agree to submit to the personal jurisdiction of any federal or state court in the State of New York in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

18.6 Class Action Waiver. SELLER AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SELLER’S OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This means that Seller and we expressly waive any rights to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this subsection entitled “Class Action Waiver” is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

18.7 Exception: Litigation of Intellectual Property and Small Claims Court Claims.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights. For purposes of this section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers,” “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets—but does not include privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. Seller and we agree that to the extent that either party has a good faith belief that a dispute falls within the jurisdiction of the small claims court in the U.S. county (or parish) of Seller’s residence, either party may elect to have such dispute adjudicated in such small claims court. Such election can be made by either party even after the other party initiates an arbitration. In such case, the party that initiated the arbitration agrees to dismiss or suspend the arbitration and seek to resolve the dispute in small claims court. Seller and we agree that in the situation where an arbitration is already initiated and one party invokes the small claims court option, any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance (unless the small claims court is unwilling to do so) and not the arbitrator or JAMS.

18.8 30-Day Right to Opt Out. Seller has the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of its decision to opt out to Hopoti Software Oy, Merikatu 6, FI-26200, Rauma, Finland; or to support@hopoti.com. Seller’s written notice must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) 4 February 2025 or (ii) Seller’s first date that it used the Platform, whichever is later. Otherwise, Seller shall be bound to arbitrate disputes in accordance with this section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers.” If Seller opts out of these arbitration provisions, we also will not be bound by them.

18.9 Changes to This Section. We will provide thirty (30) days’ notice of any material changes to this section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers” by posting a notice on the Platform or informing Seller via email and complying with any other applicable legal notice or consent requirements. Amendments will become effective thirty (30) days after they are posted on the Platform or sent to Seller by email. Changes to this section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers” will otherwise apply prospectively only to claims arising after the thirtieth (30th) day.

If a court or arbitrator decides that this subsection entitled “Changes to This Section” is not enforceable or valid, then this subsection will be deemed to be severed from the Section entitled “Mandatory Arbitration and Class Action Waiver for U.S. Sellers.” If this happens, the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver for U.S. Sellers section or similar section in existence after Seller began using the Platform.

Hopoti is not responsible for any delays, errors or damages caused by forces beyond Hopoti’s reasonable control that cannot reasonably be considered to have been possibly anticipated by Hopoti at the time of entering the agreement and the consequences of which Hopoti cannot have reasonably avoided or overcome. Such forces may include, but are not limited to, natural disasters, abnormal climatic events, fires, earthquakes, acts of terrorism, discontinuation of electricity supply, disruptions in the Internet or other public network traffic or data communications, cyber attacks, strikes, industrial action or orders made by competent authorities. Industrial action is also considered as force majeure when Hopoti is the target of or participating in such action. Any cases of force majeure affecting subcontractors are also considered as force majeure.
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Any notifications regarding the Platform must be made in writing, for example, via email or through the Platform per instructions provided by Hopoti. Hopoti may validly submit notifications to Seller through the Platform. Seller must report any changes regarding its contact details to Hopoti without undue delay.
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Seller is not allowed to transfer its right of use to a third party without an advance written authorisation by Hopoti. Hopoti reserves the right to transfer the Platform and its provision and these Terms and the rights and obligations contained therein to any third party without Seller’s consent.
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Both parties shall process the personal data in the Platform in accordance with the General Data Protection Regulation and the applicable legislation. Hopoti is the controller of the End Users’ personal data with regard to the Platform. Hopoti shall disclose the End Users’ personal data to Seller insofar as necessary for the provision of the Platform. Regarding the Seller Services, Seller is the controller of the personal data and, insofar as Seller has outsourced its related services, such as its website, to Hopoti, Hopoti is the processor of personal data as defined in the EU General Data Protection Regulation (2016/679). Hopoti’s Privacy Policy can be found here.

Seller agrees to receive all applicable tax forms and compliance documents electronically, including IRS Form 1099-K, the Model Reporting Rules for Digital Platforms (MRDP), and related forms such as DAC-7, SERR, ITA Part XX, or other forms required by local, national, or international authorities. Delivery methods may vary by form and will typically be via email or through the Platform, as communicated to Seller. It is Seller’s responsibility to ensure that its contact information is accurate. Seller may withdraw its consent by contacting support@hopoti.com, which may result in additional administrative fees for alternative delivery methods.