Terms of service.

Last Updated: November 15, 2022

These Terms of Service (“Terms”) apply to your access to and use of the websites and services (collectively, the “Services”) provided by Hopper Health, Inc., and its subsidiaries, affiliates, and related entities (“Hopper,” “we,” “our,” or “us”).

By clicking [“I Accept”] or by using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15. If you do not agree to these Terms, do not click “I Accept” or use our Services.

If you have any questions about these Terms or our Services, please contact us at support@hopper.health. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

Eligibility

You must be at least 18 years of age to use our Services. You must reside in the United States to use our Services. You must not have been previously suspended or removed from the Services.

If you use our Services on behalf of another person, (a) all references to “you” throughout these Terms will include that person, (b) you represent that you are authorized to accept these Terms on that person’s behalf, and (c) in the event you or the person violates these Terms, the person or entity agrees to be responsible to us.

User Accounts and Account Security

You may need to create an account to access our Services. If you create an account, you must provide accurate account information and promptly update your information if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. Do not share your password or other log-in credentials with anyone. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You agree that your account is not transferable and that in the event of your death, incapacity or unavailability, we may terminate any rights to your account.

Prohibited Conduct and Content

  1. You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

    • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

    • Use or attempt to use another user’s account without authorization from that user and Hopper;

    • Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;

    • Sell, resell or commercially use our Services;

    • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

    • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

    • Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

    • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

    • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;

    • Develop or use any applications that interact with our Services without our prior written consent;

    • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

    • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

  2. Enforcement of this Section 4 is solely at Hopper’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Hopper or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

Trademarks

Hopper Health, Inc. and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Hopper and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Hopper or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Hopper’s sole discretion. You understand that Hopper may treat Feedback as nonconfidential.

Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Hopper does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Hopper and our subsidiaries and affiliates, and each of our officers, directors, agents, partners and employees (individually and collectively, the “Hopper Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Hopper Parties of any third-party Claims, cooperate with Hopper Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Hopper Parties will have control of the defense or settlement, at Hopper's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Hopper or the other Hopper Parties.

Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Hopper does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Hopper attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

Limitation of Liability

  1. To the fullest extent permitted by applicable law, Hopper and the other Hopper Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, statute, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Hopper or the other Hopper Parties have been advised of the possibility of such damages.

  2. The total liability of Hopper and the other Hopper Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $500 or the amount paid by you to use our Services in the past 12 months.

  3. The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud, intentional or willful misconduct, conspiracy, or recklessness of Hopper or the other Hopper Parties or for any other claims or matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Release

To the fullest extent permitted by applicable law, you release Hopper and the other Hopper Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Transfer and Processing Data

In order for us to provide our Services, you agree that we or our vendors, service providers, or processors may process, transfer, and/or store information about you to or in countries outside of the U.S., where you may not have the same rights and protections as you do under local law. By using our Services, you agree that your information may be processed, transferred, and/or stored to or in countries outside of the U.S.

Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Hopper and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

  1. No Representative Actions. You and Hopper agree that any dispute arising out of or related to these Terms or our Services is personal to you and Hopper and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

  2. Arbitration of Disputes. Except for small claims disputes in which you or Hopper seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Hopper seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Hopper waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including but not limited to claims related to data privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Hopper you agree to first contact Hopper and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Hopper by email at support@hopper.health or by certified mail addressed to 55 Water St, 3rd Floor, Brooklyn, New York 11201. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Hopper cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Delaware, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 15, a “consumer” means a person using the Services for personal, family, or household purposes. You and Hopper agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

  3. You and Hopper agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

  4. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Hopper, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

  5. You and Hopper agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Hopper will pay the remaining JAMS fees and costs. For any arbitration initiated by Hopper, Hopper will pay all JAMS fees and costs. You and Hopper agree that the state or federal courts of the State of Delaware and the United States sitting in New Castle county, Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

  6. Any Dispute must be filed within one year after the relevant claim arose. Otherwise, the Dispute is permanently barred, which means that you and Hopper will not have the right to assert the claim.

  7. l basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

Governing Law and Venue

Any and all disputes related to or arising from these Terms and/or your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any and all disputes related to or arising from these Terms and/or your use of the Services that is not subject to arbitration or cannot be heard in small claims court shall be litigated in the state or federal courts of the State of Delaware and the United States, respectively, sitting in New Castle County, Delaware, which shall have exclusive jurisdiction except for disputes that are subject to arbitration or small claims court. Parties agree to expressly waive any objection based on venue or inconvenient forum.

Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

Amendments and Additional Terms

  1. We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, by updating the date at the top of these Terms, by sending an email, and/or by providing a notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

  2. We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Miscellaneous

The failure of Hopper to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.