Terms of Service

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1. Introduction

Thanks for using Hiphops. These Terms of Service (“Terms”) apply to all Hiphops usage and apply to you as an individual customer even where an Organisation pays for your access to our Hiphops Service and our Hiphops.

We may amend these Terms from time to time as set out in Section 19 below. We will provide you with at least twenty-eight (28) days of notice before the effective date of a material change. This version of our Terms was updated on the 3rd November 2023.

Hiphops, We, Us or Our refers to us, Hiphops.io LTD (“Hiphops”) a limited company based in the United Kingdom, company number 13145710

If you have any questions please contact us at support@hiphops.io

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2. Definitions

We use the defined terms in bold text throughout these Terms. Meanings for which are set out below.

“Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity.
“API” means Hiphops's application programming interface, which interacts with third party programmes.
“Beta Services” means any Service identified as a beta, preview or similar. These may be offered as Free Services.
“Customer”, You, and Your refer to the individual or entity accessing the Service, or using/directing the use of Hiphops.
“Customer Data” is Data that you create or own.
“Customer Equipment” means a functioning mobile, desktop, laptop or handheld hardware device with internet access. Functionality may be limited on smaller form factor devices.
“Data” refers to content featured or displayed through our Hiphops or available through our Service, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on our Hiphops or otherwise available through the Service.
“Documentation” means any guides, documentation and other supporting material relating to the Hiphops Service.
“Free Services” means any Service provided free of charge such as free trials, limited feature access or new feature trials.
“Intellectual Property Right” means (i) patents, inventions, designs, copyright and related rights, database rights, trademarks and related goodwill, trade names (whether registered or unregistered) and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world; and
“Organisations” means your employer, contract or the Organisation who owns the code and repositories where you use Hiphops’s Services
“Our Data” is Data that we own. All Data that is not Customer Data is Our Data.
“Hiphops” means our websites located at www.hiphops.io plus any relevant sub-domains, platforms or other websites we operate from time to time.
“Privacy Notice” means our Privacy Policy (Notice) which applies to the personal data or information which we process from time to time.
“Sensitive Data” means (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver's licence numbers or similar identifiers; passwords; details of racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information defined under the relevant UK and European data protection legislation as "Sensitive Personal Data" (or any similar term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time.
“Service or Services” means our applications, software, products, and services, including Beta Services and Free Services we provide and associated Documentation (where applicable).
“Your Account” means your account through which you log in to access the Service.

3. Hiphops Usage

Using Hiphops

When using Hiphops you warrant and represent to us that all information you provide to Hiphops is true, accurate and complete and that you will inform us it changes at any time whilst you are using our Service.
You must be capable of entering into legally binding contracts. Therefore, you must also be of legal age to use Hiphops in the country you reside in (or whose laws apply to them). Accounts registered by automated methods are not permitted.
If you do not meet the above criteria, you must not use Hiphops. We reserve the right to refuse service to anyone for any reason at any time.
You must not allow any other individual to access or use your Hiphops, remain responsible at all times for any actions taken and should use your best efforts to prevent any unauthorised access to Hiphops.

Right to Use the Service

Subject to Customer's due payment of the applicable Fees and compliance with this Agreement, Hiphops grants to the Customer and its Affiliates, including their employees, consultants and contractors, a nonexclusive, non-transferable, non-sub licensable, limited right and licence to use the Service during the term and subject to the terms of this Agreement. The Customer is responsible for acts and omissions of its Affiliates (and their consultants and contractors) as for its own under this Agreement.
The Customer's right to use the Service is limited to the Customer's and its Affiliates' internal business operations and internal business purposes only.

4. Usage Rules and Requirements

When you use Hiphops you must abide by specific rules, which we outline through the Agreement. We set out some of the most important rules below.

Prohibited Use

You may use Hiphops only for lawful purposes. You may not use Hiphops:

In any way that breaches any applicable local, national or international law or regulation, including any copyright or trademark laws, export control or sanctions law;
In any way that is unlawful or fraudulent, or has any illegal or fraudulent purpose or effect;
In any way which interferes with other Customers;
For the primary promotion of other goods or services;
To harm or attempt to harm others, including to bully, insult, intimidate or humiliate;
To attempt to, or access data not intended for you, such as accessing private repositories;
To attempt to scan, breach or test the security or configuration of Hiphops without proper authorisation from us;
To send, knowingly receive, upload, download, use or reuse any material which does not comply with the Terms
To transmit or procure any unsolicited or unauthorised advertising or promotional material or spam
for the benefit of any third party or grant any third party, except its Affiliates, consultants and contractors, access to use the Service.

You also agree:

Not to harvest or otherwise collect information about any customers without our express written permission other than information available in any public repositories or open source;
Not to act illegally or maliciously against our business interests or reputation, or that of other customers;
Not to, or attempt to, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part Hiphops (or their underlying software), to build a product or service which competes with the Hiphops;
Not to, other than where expressly permitted in these Terms, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit Hiphops to any third party (other than the Organisation paying);
Not to access without authority, interfere with, damage or disrupt any part of Hiphops,
Not to take any action that places excessive demand on Hiphops, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in our sole discretion), Hiphops and our infrastructure;
Not misuse our Hiphops by knowingly introducing any technologically harmful material.
Not to use our Services to collect, manage or process Sensitive Data. We will not accept any liability that may result from your use of Hiphops to do so.

By breaching these rules and requirements, you may commit a criminal offence in the UK or elsewhere. We will report any such breach to the relevant law enforcement authorities and cooperate with any investigation.

5. Installation and Account Administration

Individual Customers

Subject to these Terms, you retain administrative control over Hiphops and your Customer Data, subject to any access or control rights that apply between you and the owner of the Organisation.

Organisations

The "owner" or "owners" of an Organisation created under these Terms has ultimate administrative control over that Organisation and all Data uploaded through or connected to that Organisation.

6. Fees

The Fees are set out in Hiphops's price list and are subject to change.
The Fees for the use of the Service shall be invoiced monthly in arrears.
Hiphops reserves the right to change the Fees from time to time upon thirty (30) days prior notice.
The termination notice must be received by email.
The Fees are exclusive of VAT.

7. Data Standards and Customer Interaction

Customer Data

If you create or upload Customer Data while using Hiphop then you are solely responsible for the content of, and for any harm resulting from, any Customer Data that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Data.

Customer Data Standards

These standards (Standards) apply to any Customer Data that you make available to Hiphops. The Standards must be complied with in spirit and to the letter and apply to each part of any Customer Data and its whole. We will determine, at our sole discretion, any breach in our Standards. You warrant that any Customer Data complies with the Standards set out in the Agreement.

Customer Data must:

Be accurate (where it states facts);
Be genuinely held (where it expresses opinions); and
Comply with the law applicable in the UK and in any country from which it is posted.

Customer Data must not:

Be defamatory of any person;
Be obscene, offensive, hateful or inflammatory;
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
Infringe any copyright, database right, trademark or other intellectual property rights of any other person;
Be likely to deceive any person;
Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
Promote any illegal activity;
Be in contempt of court;
Give the impression that it emanates from or relates to us or one of our employees, or an Organisation or one of its employees, unless genuine;
Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
Contain any advertising or promote any services or web links to other sites.

8. Hiphops Access

By installing Hiphops, Hiphops will access

Write access to files located in your repositories
Read access to metadata and repository projects
Read and write access to actions, checks, commit statuses, issues, pull requests, repository hooks, and workflows

9. Intellectual property notices

Hiphops owns all Data, including all intellectual property rights of any kind related to Hiphops and our Service, and reserves all rights that are not expressly granted to you under the Agreement.
You may not duplicate, copy, or reuse any portion of our Hiphops or Service or our trademarks, without our express permission.
Nor must you access our Hiphops or Service where you are engaged as an employee or contractor with any business that competes with our own or to attempt to gain access to our confidential information with a view to building, creating or amending any software or service which competes with any element of the Service offered by us.

10. API Terms

Abuse or excessively frequent requests to Hiphops via the API may result in the temporary or permanent suspension of your Account's access to the API. Hiphops will determine in our sole discretion what constitutes abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email before a suspension.
You may not share API tokens to exceed Hiphops's rate limitations. You may not use the API to download Content from Hiphops for spamming purposes, including selling Customers' data to third parties.
Hiphops may offer subscription-based access to our API for those Customers who require high-throughput access or access.
All use of the Hiphops API is subject to the Agreement's terms.

11. Free Services

You acknowledge that all Free Services (including in this section any Beta Services (i.e. preview or early access Services)) may be subject to change at any time without notice. You use Free Services entirely at your risk.
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We give no warranties whatsoever, and to the extent permitted by law, accept no liabilities whatsoever regarding the Free Services and their use by you or your Organisation.
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Access to the Free Services is permitted temporarily, and we may suspend, withdraw, discontinue or change all or any part of the Free Services, either generally or to you specifically, at any time, for any reason, with or without notice. We will not be liable to you or your Organisation if, for any reason, the Free Services are unavailable at any time or for any period.

12. Beta Services

Confidentiality

As a Beta Services customer, you may get access to information that isn't yet publicly available about new products and features that we plan to offer. Given the nature of this information, it's important that you keep it confidential.
You agree that any Beta Service information we give you that isn't yet in the public domain, for example, information about a preview for a new Beta Service, is our confidential information (Confidential Information), whether or not expressly labelled as such. Exceptions
If you are required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over Hiphops, provided that we have been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.

Currently Hiphops only offers support via email. Support is subject to reasonable usage. Hiphops is a UK based company and typically deals with support during business hours. Enterprise customers may have separate service level agreements that include additional support outside of this Agreement.

13. Cancellation or Termination

Your Cancellation Rights

Either party may terminate this Agreement

upon written notice of termination, if applicable fees will be reimbursed and pro-rated for the month of termination.
upon written notice of termination after the Minimum Subscription Term has expired
If your installation is no longer paid for we reserve the right to transfer you to Free Services access only.
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Our Termination Rights

We have the right to suspend or terminate your access to all or any part of our Hiphops at any time where we believe a breach has occurred.
Once your Account has been terminated, we will retain and use your Customer Data as outlined in our Privacy Policy. Where applicable, any separate data processing terms we may have agreed with the Organisation with whom your Account is associated. We will then delete your Customer Data per those terms. Once your Account has been deleted, we cannot recover your Customer Data.
We will not delete Customer Data that you have contributed to other Customers' repositories or that other Customers have copied into their repositories.
If your Account is closed, then the Agreement will be deemed terminated.
All provisions of the Agreement which, by their nature or the context, are required or contemplated to survive termination or expiry of the Agreement will survive termination including, but not limited to, the intellectual property provisions, any disclaimers, the indemnity, and the limitations on our liability set out within these Terms.

14. Communications

For contractual purposes, to the extent permitted by law, you:

consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and
agree that all terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper.

15. Support
Currently Hiphops only offers support via email. Support is subject to reasonable usage. Hiphops is a UK based company and typically deals with support during business hours. Enterprise customers may have separate service level agreements that include additional support outside of this Agreement.

16. Warranties

Hiphops provides our Hiphops and the Service "as is" and "as available" without any kind of warranty. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding Hiphops and the Service or the content, statements or other information contained withinHiphops including, but not limited to, those of title non-infringement and fitness for a particular purpose.
Neither we nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents warrant:

that the Service will meet your requirements;
that the Service or Hiphops or your use of them will be uninterrupted, secure, or error-free;
that the information provided through the Service is accurate, complete, reliable or correct;
that any defects or errors will be corrected;
that the Service will be available at any particular time or location;
or that the Service is free of viruses or other harmful components.

You assume full responsibility and risk of loss resulting from your installation and usage of the Service.
To the extent permitted by law, time shall not be of the essence for any of our obligations under the Agreement, including Support obligations.

17. Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so, including liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
We with this disclaim any representations, warranties and conditions, whether express or implied, as to the operation of our Hiphops or the products or services accessible or available through our Hiphops, including, but not limited to those of title noninfringement, merchantability, and fitness for a particular purpose.
We disclaim all liability, however arising, for any loss or damage above the total amounts paid by you to us over the period of 12 months immediately preceding the date of the relevant claim. Where you have not paid anything as an individual customer, our liability to you shall be nil. This disclaimer does not affect any separate liability caps agreed in any contract between us and the Organisation(s) with whom your Account is associated.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use our Hiphops; or
use of or reliance on any content displayed on our Hiphops.

In particular, we will not be liable for:

loss of profits, sales, business, revenue or anticipated savings;
business interruption;
loss of business opportunity, goodwill or reputation;
loss of, damage to, or corruption of data; or
any indirect, special or consequential loss or damage,

whether those losses are foreseeable, known, foreseen or otherwise.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

the use, disclosure, or display of your Customer Data;
your use or inability to use the Service;
any modification, price change, suspension or discontinuance of the Service;
the Service generally or the software or systems that make the Service available;
unauthorised access to or alterations of your transmissions or data;
statements or conduct of any third party on the Service;
any other customer interactions that you input or receive through your use of the Service; or
any other matter relating to the Service.

Our liability is limited whether or not the parties have been informed of or are aware of the possibility of such damages.

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18. Indemnity and Release

You expressly agree that use of the Hiphops is at your sole risk.
Suppose you have a dispute with any other Customer(s). In that case, you agree to release us from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree to indemnify, defend, and hold us and our group companies and employees harmless from and against any claims, liabilities, and expenses, including attorneys' fees, arising out of your use of our Hiphops and the Service, including but not limited to your violation of the Agreement, provided that we:

promptly give you written notice of the claim, demand, suit or proceeding;
subject to you giving us such security as to financial cost as we reasonably require, and to our right to participate in and be advised on the progress of settlement of any claim via a counsel of our choosing, give you primary control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and
supply to you all reasonable assistance with the subject matter of the claim, at your expense.

19. Changes to these Terms

We reserve the right to amend these Terms at any time. For non-material modifications, your continued use of our Hiphops constitutes agreement to our revisions of these Terms.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Hiphops (or any part of it) with or without notice.

20. General Terms

The Agreement, its subject matter (including your access to and use of our Hiphops and Service) and its formation (including any non-contractual disputes or claims) are governed by English Law. You and we both agree to the exclusive jurisdiction of the courts of England and Wales.
Hiphops may assign, novate, transfer, sub-contract or otherwise deal with the Agreement (or any of our rights or obligations under it), in whole or in part, to any person or entity at any time with or without your consent. If we sub-contract our commitments, we shall still be responsible to you for performance by our subcontractors. You may not assign or delegate any rights or obligations under the assign, novate, transfer or otherwise deal with the Agreement without our prior written consent.
If any part of the Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties original intent. The remaining portions will remain in full force and effect.
Any failure to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Our rights under the Agreement will survive any termination of the Agreement.
The provisions of the Agreement apply equally to and are for our benefit. That of our parent companies, subsidiaries, subsidiaries of parent companies and affiliates, and each shall have the right to assert and enforce such provisions directly or on its behalf, including the limitation and indemnity provisions.
No waiver by us of any breach or default or failure to exercise any right allowed under these terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms. The section headings used herein are for convenience only and shall be of no legal force or effect.
The Agreement may only be modified by a written amendment signed by an authorised representative of Hiphops or by the posting by Hiphops of a revised version.
We will not be liable for any default or delay in the performance of our obligations under the Agreement due to acts of God, failure of telecommunications networks, failure or default of our hosting services provider, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond our reasonable control.
No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by the Agreement.
The Agreement represents the complete and exclusive contract between you and us and supersedes any proposal or prior agreement, oral or written. Any other communications between you and us relating to its subject matter, including any confidentiality or nondisclosure agreements.
The above detailed within Clause 19 does not apply to Organisations who have signed a separate written contract or contract with Hiphops which the relevant parties have agreed will take precedence over the Agreement.

21. Feedback

We're always trying to improve Hiphops and your feedback will help us do that. If you give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback you acknowledge and agree by accepting this Agreement that Hiphops will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into Hiphops.

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