Last modified: June 26, 2024


These general terms and conditions for services and works below (the “Service Terms”) govern the supply of marketing analytics services and the carrying out of reports presenting related ad performance predictions and recommendations by Hippoc Inc. (“Hippoc”) for each client with whom Hippoc concludes a contract of enterprise or for services (“Client”) as a result of a regular subscription or the acceptance of a personalized proposal.

Please read these Service Terms carefully. They contain important information about Client’s rights and obligations, as well as limitations and exclusions that may apply to Client. These Service Terms contains a dispute resolution clause.

These Service Terms prevail over any stipulations imposed or drawn up by Client, on his behalf or upon his instructions, regardless of when Client submitted its request for proposal, order or those stipulations. The performance of services or works for the Client does not constitute acceptance of any such stipulations and does not serve to modify or amend the Service Terms.

    1. Subscription

Conditional upon the Client’s payment of the Subscription Fees and compliance with all the Client’s contractual undertakings under the Service Terms, Hippoc will provide Client, during the Contractual Period, with a subscription for Reports and Core Services (respectively defined in clauses 1.2 and 1.3). Such Reports and Core Services are all based on Hippoc-specific artificial intelligence and neuroscience-based metrics, and on Client Data where applicable, used to measure the performance of ad creatives (“Performance Score”). In the performance of the Service Terms, Hippoc is bound to ensure that the Reports carried out and Core Services supplied are in conformity with the Service Terms and to act in the best interests of the Client, with prudence and diligence, in accordance with usage and good practice, but is not bound to an obligation of result.

  1. Reports

In cases where business intelligence dashboards presenting such information in self-service mode are not available, Hippoc will carry out and deliver or make available to Client reports containing predictions and recommendations regarding the advertising performance of Client’s campaigns based on Performance Score (each a “Report”) by e-mail or any other computerized means at Hippoc’s discretion. Hippoc will make reasonable efforts to deliver any such Report to Client promptly via Hippoc’s computerized Client care system or any other documented process and means for ordering Reports.

  1. Core Services

Hippoc will supply to Client prelaunch marketing analytics services, including a service portal presenting business intelligence dashboards based on Performance Score, and machine-learning services to incrementally improve, refine or enhance such analytics services (the “Core Services”) relying on Client Data where applicable and Hippoc Data. Client acknowledges and agrees that this Service Terms does not create obligations on Hippoc to supply ancillary services (such as training or technical support services) in connection with the Reports and Core Services, unless specifically agreed otherwise. Any additional services, either quantitatively or qualitatively, are not covered by the Subscription Fees and would first have to be added to the Service Terms or covered by a separate contract in order for them to be supplied by Hippoc.

  1. Other Works and Services

In addition to the Reports and the Core Services, Hippoc undertakes to the Client to carry out the other works or to supply the other services stated in service orders, statements of work or similar documents stating specific terms and conditions mutually accepted and for which prices have been fixed, if any.

5. Use of Meta Authentication and Advertisement Data

Client acknowledges that Hippoc utilizes the Meta Platform (the “Platform”) operated by Meta Platforms, Inc. (“Meta”) to provide certain services described herein. The Platform may allow Client to log-in using The Facebook app by Meta’s authentication feature. By agreeing to log onto the Platform using such authentication, Client agrees to comply with the Meta Platform Terms, including Meta’s Terms of Service, Developer Policies, and all other applicable terms and policies. Client, and not Hippoc, shall be liable for its compliance with the aforementioned terms and conditions to the extent they apply to Client.

Hippoc compiles, stores and uses aggregated advertisement data and system usage, analytics and diagnostic information to monitor and improve the Core Services and for the creation of new products. All data collected, used, and disclosed by Hippoc will be in aggregate, anonymized and/or de-identified form only and will not identify Client, Client Data, personal information, or any third parties utilizing the Core Services.

    1. Fees

In consideration for the subscription, Client binds itself to pay to Hippoc the subscription fee fixed for the package chosen by Client from among those advertised or otherwise offered to Client, plus applicable taxes (the “Subscription Fees”). Hippoc does not represent or warrant that a particular subscription package will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change or alter the features and options in a particular subscription package without prior notice. For regular subscription, the Subscription Fees are priced as advertised on Hippoc’s site at the time the subscription occurs, subject to the terms of any promotions or discounts that may be applicable. In consideration for works or services that Hippoc undertakes to Client to carry out or to supply other than the Reports and the Core Services, Client binds itself to pay to Hippoc the prices corresponding to each of them, plus applicable taxes (the “Additional Fees”) as fixed by the Service Terms, by usage or by law or on the basis of the value of the work carried out or the services rendered. Hippoc strives to display accurate price information, however Hippoc may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing. Hippoc reserves the right to correct any such errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. The Subscription Fees and the Additional Fees and collectively referred to as the “Fees”. The Fees are non-refundable for any portion of the Contractual Period, Hippoc not being bound to repay any advances it has received in excess of what it has earned, if any.

  1. Payment

Except for regular subscriptions, for which payment must be received by Hippoc before Hippoc’s acceptance of an order, Client will pay to Hippoc the payable Fees following receipt of an invoice to that effect, in immediately available funds and, in the case of Subscription Fees, no later than the day prior to the commencement of the Initial Period or the applicable Renewal Period. Client authorizes Hippoc or its agent to charge its payment method on a recurring (e.g. monthly or yearly) basis for the applicable Subscription Fees. Billing or payment options are within Hippoc’s sole discretion. Hippoc may change them at any time upon prior notice to Client.

  1. Late Payments

Any amount not paid when due will bear interest from the due date until paid, at a rate of 15% per year or the maximum amount permitted by law, whichever is lower. Client will bear the cost of all reasonable expenses that Hippoc incurs in collecting any unpaid amounts hereunder, except where such an unpaid amount is due to billing errors on the part of Hippoc. In the event of a late or incomplete payment of Fees, Hippoc may, after the expiry of a period of 15 days following the sending of a late or incomplete payment notice which the Client has not remedied within this period, refuse to perform its correlative obligation to a corresponding degree by suspending supply of the Core Services and delivery of the Reports until payment has been made in full, except for any amount disputed in good faith.

  1. Increases and Changes

For any Renewal Period prior to the commencement thereof, Hippoc may unilaterally increase the Subscription Fees or change the determination of the Subscription Fees from a flat fee to a fee that takes into account measurable variables relating to Client, its use of the Core Services, the Reports it obtains, the Client’s Clients and the ad campaigns for which the Client uses the Core Services and obtains the Reports. Any such increase or other change will be notified to Client in a timely manner prior to the start of the applicable Renewal Period. If Client does not accept such increase or change to the Subscription Fees, Client may refuse the renewal of the Service Terms by sending notice to Hippoc at any time before the effective date of the Subscription Fees increase or change.

  1. Client’s Clients
    1. Client’s Own Products, Services or Businesses or Not

Hippoc will carry out the Reports and/or supply the Core Services only for advertising campaigns designed by the Client or for it to promote its own products, services or businesses, unless the Client has declared that the Reports to be carried out and the Core Services to be supplied are for advertising campaigns promoting products, services or businesses of third parties, in particular those of Client’s Clients.

  1. Hippoc Acting as Subcontractor

Where the Client is itself a contractor or service provider in the field of advertising and seeks, by this Service Terms, the assistance of Hippoc as a third person to perform a contract between Client and a Client’s Client, Client acknowledges and agrees that the performance of such contract remains under Client’s supervision and responsibility, regardless of the tasks entrusted to Hippoc in this context.

  1. Client Acting as Agent

Where the Client has the power conferred by a Client’s Client to represent such Client’s Client in the performance of a juridical act with Hippoc, Client acknowledges and agrees that it is nevertheless personally liable to Hippoc if Client (a) acts in its own name, (b) exceeds its powers, (c) withholds the name of such mandator or (d) binds itself in the name and on behalf of the mandator but outside the limits of its mandate.

    1. Data
      1. Definition of Data. In these Service Terms, “Data” excludes personal information and means any element (fact, figure, etc.) that is basic information in a conventional form intended to allow its Processing, and on which decisions, reasoning and research can be based or required for such decisions, reasoning and research to be made.
      2. Client Data. Any input Data that includes personal information from which Core Services are provided or Reports are carried out and any Client-specific output Data resulting from Core Services or contained in Reports is “Client Data”. Client Data does not include Data in aggregate form statistically reflecting the use of the Core Services by or on behalf of Client or the delivery of Reports to Client. Any Data about or received from a Client’s Client that would be considered Client Data if the Client’s Client were contractually bound to Hippoc by a contract equivalent to these Service Terms is deemed to be Client Data for the purposes of these Service Terms. Throughout the Contractual Period, Client must provide to Hippoc on a continuous, self-service basis all Client Data to which Client has access or at its disposal and reasonably required to enable Hippoc to efficiently supply the Core Services and carry out the Reports. Additional Information regarding the type of Data, including personal information, that Hippoc collects and utilizes to provide the Core Service, is as described in the Privacy Policy.
      3. Processing” means any operation or set of operations which is performed upon personal information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
      4. Hippoc Data. Any Client-specific output Data resulting from Core Services or contained in Reports is both Client Data and Hippoc Data. Hippoc Data also includes any Data relating to Hippoc’s business activities.
      5. Ownership. As between Hippoc and Client, Client exclusively owns all rights, title and interest in and to all Client Data. Hippoc does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Client Data. Client hereby authorizes Hippoc to use Client Data as required to provide the Core Services in accordance with the terms hereof. 
      6. Technical and Organizational Safeguards. In connection with the provision of the Core Services, Hippoc will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Core Services and Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Hippoc personnel except (a) to provide the Core Services and prevent or address service or technical problems, (b) as compelled by law and upon identification of lawful authority, (c) as expressly permitted in writing by Client, or (d) as allowed under applicable data protection laws. Hippoc shall, in connection with the provision of the Service, comply with data protection laws, as well as the Hippoc’s Privacy Policy. 
      7. Client Data Portability and Deletion. Upon request by Client made during the term hereof or within 30 days after the effective date of termination of these Service Terms, Hippoc will make the Client Data available to Client for export or download. After such 30-day period, Hippoc will have no obligation to maintain or provide any Client Data, and will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited.
      8. Client’s Obligations Regarding Personal Information. Client’s instructions to Hippoc for the Processing of personal information shall comply with data protection laws. Client shall have sole responsibility for the accuracy, quality, and legality of personal information and the means by which Client acquired the personal information. Client hereby represents and warrants to, and covenants with Hippoc that Client Data will only contain personal information in respect of which Client has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Hippoc to provide the Service, including with respect to the collection, storage, access, use, disclosure and transmission of personal information, including by or to Hippoc and to or from all applicable third parties.
      9. Hippoc’s Processing of Personal Information. Hippoc shall secure personal information with all necessary safeguards appropriate to the level of sensitivity of the personal information. Hippoc shall only Process personal information on behalf of and in accordance with Client’s documented instructions and applicable data Protection laws for the following purposes: (a) Processing in accordance with the Service Terms; (b) Processing initiated by Client’s Users or Clients in their use of the Service; and (c) Processing to comply with other documented reasonable instructions provided by Client where such instructions are consistent with the terms of the Service Terms and applicable data protection laws. Hippoc shall ensure that its personnel engaged in the Processing of personal information: (x) are informed of the confidential nature of the personal information, (y) have received appropriate training on their responsibilities, and (z) are under contractual or statutory obligations to maintain the confidentiality of Client Data.  Hippoc shall take commercially reasonable steps to ensure the reliability of any Hippoc personnel engaged in the Processing of personal information.
      10. Security Incident.  If Hippoc discovers, is notified of or suspects any (1) theft or unauthorized destruction, loss, alteration of or access to Client Data or other Processing of personal information or; or (2) a breach of security relating to Client Data, (each a “Security Incident”) Hippoc shall, within a reasonable time: some text
        1. notify the Client representative at the address provided in the Service Terms of such Security Incident by email or phone, but in no case later than 72 hours after Hippoc has become aware of or suspects the Security Incident; 
        2. with Client’s consent, start an investigation of the Security Incident and take all appropriate actions to remediate the effects of the Security Incident and mitigate any risks that may arise from the Security Incident, and 
        3. fully cooperate in good faith with the Client team in any investigation that they may undertake in relation to the incident. 

No independent action to correct a Security Incident shall be taken unless failure to immediately respond will result in irreparable harm to Client. Client acknowledges that Hippoc is obligated to report such Security Incident to Meta as well.

  1. Confidentiality
    1. Confidential Business Information. In respect of the party to whose business or affairs the information relates, “Confidential Business Information» means business information (a) that is not publicly available; (b) in respect of which the party has taken measures that are reasonable in the circumstances to ensure that it remains not publicly available; and (c) that has actual or potential economic value to the party or their competitors because it is not publicly available and its disclosure would result in a material financial loss to the party or a material financial gain to their competitors. The parties acknowledge and agree that Data in de-identified or aggregate form is Confidential Business Information relating to Hippoc and is not Confidential Business Information relating to Client.
    2. Contractual undertakings. Each party (as a receiving party) will keep confidential all Confidential Business Information that it receives from the other party (as a disclosing party). A receiving party may not disclose Confidential Business Information to any third party, except to the extent allowed under paragraphs and below. Notwithstanding any other provision in this Service Terms, nothing prevents Hippoc from using, exploiting, retaining or disclosing Data in de-identified or aggregate form during or after the Service Terms, and Hippoc may use and retain on an ongoing basis any portion of Client Data that may be used by it as training data.some text
      1. Permitted Disclosure. The receiving party may transfer, communicate, disclose or otherwise give access to Confidential Business Information received from the disclosing party to its authorized employees, officers, directors, mandataries or agents or any party to a contract for work or services if the Confidential Business Information is needed for the performance of their duties or the carrying out of their mandates or contracts, provided that such persons have confidentiality obligations to the receiving party at least equivalent to those of the receiving party to the disclosing party in this Service Terms.
      2. Required Disclosure. The receiving party may disclose Confidential Business Information if it is required to do so by law, provided that the receiving party: (a) gives the disclosing party notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient’s compliance with the confidentiality obligations, (b) cooperates with the disclosing party in its efforts to obtain a protective order or other appropriate remedy, (c) discloses only that portion of the Confidential Business Information that it is legally required to disclose.
    3. Continuity. The contractual undertakings regarding Confidential Business Information continue for a period of 3 years after the Service Terms terminates but where the Confidential Business Information is a trade secret, they continue for as long as such Confidential Business Information remains a trade secret.
    1. Definitions
      1. Background IP” means Intellectual Property owned, created, invented, discovered, or licensed by a party (a) before carrying out any Report or supplying Core Services; or (b) independent of the Reports and Core Services.
      2. Intellectual Property” or “IP» means all expressions of ideas, inventions, works, and other items protectable by an Intellectual Property Right.
      3. Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in industrial designs, and any other intellectual property rights (registered or unregistered) throughout the world.
      4. Use” means to do anything that by laws on Intellectual Property Right(s) the owner of the Intellectual Property Right(s) has the sole right to do, other than the right (a) to authorize anything, (b) to transfer or assign such Intellectual Property Right(s) or (c) in the case of a trademark, to use that trademark for the purpose of distinguishing or so as to distinguish its goods or services from those of others.
    2. Background IP

Except for the licenses set forth in this clause 5, neither party will own or acquire any right, title or interest under this Service Terms to the other party’s Background IP.

  1. Usage of Reports

Client agrees that its usage of the Reports delivered to it by Hippoc or that may be generated and download by the Client in self-service mode from the business intelligence dashboards will be limited to Client’s internal business purposes (and to internal business purposes of Client’s Clients where applicable), and that it will not remove, alter or obscure any Intellectual Property Right notices on the Reports, subject to availing itself of a white-labeling option or feature when available. Subject to Client’s compliance with the terms and conditions of this Service Terms, Hippoc hereby grants to Client a worldwide, non-exclusive, perpetual, non-transferable, royalty-free and fully paid-up licence to Use and to authorize the Use of the Reports (including any material in such Reports that is the subject of an Intellectual Property Right owned by Hippoc) delivered to Client, only for Client’s internal business purposes (and for internal business purposes of Client’s Clients where applicable).

  1. License to Hippoc

If Client supplies Hippoc with any Intellectual Property (e.g. logos, photographs and ads or other artistic works, literary works or compilations) for which Client owns the Intellectual Property Rights or has a license to Use or authorize the Use of such Intellectual Property Rights (“Client IP”), Client hereby grants to Hippoc a worldwide, non-exclusive, irrevocable, perpetual, transferable, royalty-free and fully paid-up licence to Use and authorize the Use of such Client IP, with the right to sublicense through multiple tiers of sublicence, provided it is limited to Hippoc’s internal business purposes.

  1. Feedback

Nothing in the Service Terms limits Hippoc’s right and power to implement, profit from, disclose, publish, keep secret, seek to protect by assertion or registration of Intellectual Property Rights or otherwise exploit any suggestion or expression of idea originating from or communicated by the Client about the Core Services or the Reports and the Client will not do anything to interfere with this right and power.

  1. Tradenames and trademarks

Client agrees that Hippoc may publicly display Client’s name, logo and/or other indicia alongside the names, logos and/or other indicia of other clients on Hippoc’s site, in Hippoc’s lists of its current or former Clients and in any other promotional and marketing materials. The parties acknowledge and agree that such display does not constitute usage of such materials as a trade name or trademark by Hippoc, is not for the purpose of distinguishing or so as to distinguish Hippoc’s goods or services from those of others, and is not likely to lead to the inference that the goods or services associated with Client’s name, logo and/or other indicia are manufactured, sold, leased, hired or performed by Hippoc or vice versa.

  1. Contractual Period AND Termination
    1. Initial Period

The initial term of this Service Terms will commence on the earlier of (a) the day Hippoc receives payment of the Subscription Fees for such initial term, or (b) the date set forth for the commencement of such initial term in a personalized proposal accepted by Client and, unless terminated earlier in accordance with the express provisions of this Service Terms, will remain in effect until the end date or for the duration specified as the initial term in the service offer letter (the “Initial Period“).

  1. Renewal Period

Upon expiration of the Initial Period, the Service Terms will automatically renew for additional successive Renewal Periods equal to the term of the Initial Period, unless earlier terminated pursuant to this Service Terms’s express provisions or either party gives notice to the other party, at least 30 days prior to the expiration of the then-current term (each a “Renewal Period” and together with the Initial Period, the “Contractual Period”).

  1. Termination
    1. Termination by Client. Client may unilaterally terminate the Service Terms for any reason upon 30 days’ notice to Hippoc, even though the work or provision of Core Services is already in progress.
    2. Termination by Hippoc. Hippoc may terminate the Service Terms unilaterally for any serious reason, but not at an inopportune moment.
    3. Termination or Reduction for Default. A party is entitled to unilateral termination before the end of the Contractual Period for default where the defaulting party has failed to perform its obligations within the time set in the demand putting it in default. However and notwithstanding any stipulation to the contrary, a party is not entitled to unilateral termination of the Service Terms if the default of the defaulting party is of minor importance, unless the default occurs repeatedly, but the non-defaulting party is then entitled to a proportional reduction of its correlative obligation.
    4. Termination for Insolvency. Either party may terminate the Service Terms, effective immediately by notice to the other party, if the other party becomes insolvent, bankrupt, in receivership, dissolved or liquidated.
  2. Representations, WARRANTIES and compliance with laws
    1. Mutual Representations and Warranties

Each party hereby represents and warrants to the other party the following representations and warranties in connection with the Service Terms:

  1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
  2. Authority and Capacity. The parties have the authority and capacity to enter into this Service Terms.
  3. Execution and Delivery. Each party has executed this Service Terms and delivered to the other a copy so executed.
  4. Enforceability. This Service Terms constitutes a legal, valid, and binding contract, enforceable against the parties in accordance with its terms.
  5. No Conflicts. Neither party is under any restriction or duty that may affect the performance of its obligations under this Service Terms.
  6. No Notice. Neither party has received notice from any governmental authority stating that itself or any one of its subsidiaries (where applicable) is not in compliance with laws relating to marketing analytics and ad performance optimization applicable to itself, its subsidiaries, and any of their respective businesses or properties.
  7. No Proceedings Pending. There is no claim pending or, to the best of the knowledge of each party, threatened in writing against it before any court, administrative agency or other tribunal which might have a material adverse effect on its ability to perform its obligations hereunder.
  8. Representations and Warranties of Client

Client further represents and warrants to Hippoc that it has obtained all rights, authorizations and consents necessary for the Processing of Client Data by Hippoc under this Service Terms.

  1. Representations and Warranties of Hippoc

Hippoc further represents and warrants to Client that the Core Services and Reports will be in substantial conformity with the Service Terms. Beyond such limited warranty, the Core Services and Reports are provided “as is”, without any other representations or warranties of any kind, whether written or oral, express or implied, contractual or statutory, and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, title, performance, non-infringement, and those arising from statute, to the extent permitted by law. Without limiting the generality of the foregoing, Hippoc does not warrant that the Processing of Data or the Reports will be error-free, accurate, complete or up to date.

  1. Compliance with Laws

Each party will comply with all applicable laws relating to marketing analytics and ad performance optimization, and Client undertakes to notify Hippoc if it becomes aware of any non-compliance in connection with this clause 7.4.

    1. Mutual Indemnification

If a third party (other than an affiliate of an Indemnified Person) brings an infringement claim against a party or its subcontractors, affiliates, and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each, an “Indemnified Person”) alleging that the Core Services, Reports and/or Data provided to the other party cause an injury to that third party, the other party (the “Indemnifying Party”) will (a) defend the Indemnified Person against such claim and (b) reimburse the Indemnified Person for any damages that it suffers as a result. In this context, “damages” means all costs that the Indemnified Person incurs in defending itself against such claim, including any attorney fees and court costs awarded against it. This clause 8.1 sets forth the sole remedies of an Indemnified Person and sole liability and obligation of an Indemnifying Party for any actual, threatened, or alleged claims that this Service Terms or any subject matter hereof infringes, misappropriates, or otherwise violates any third-party right.

  1. Indemnity Qualifications

The Indemnifying Party indemnity obligation is conditional on the Indemnified Person giving the Indemnifying Party (a) prompt written notice of the third party’s claim, (b) sole control of the defence and settlement of the claim, and (c) all reasonable assistance, at Indemnifying Party’s expense.

  1. Indemnity Exceptions

The Indemnifying Party is not required to indemnify the Indemnified Person if (a) the alleged infringement resulted from the Indemnified Person modifying or altering the Core Services, Reports and/or Data, or (b) the alleged infringement was caused by the Indemnified Person combining the Core Services, Reports and/or Data with products, works, data or services not supplied by Indemnifying Party unless in either case Indemnifying Party gave its prior written consent.

  1. Indemnity Mitigation

If the Indemnifying Party is s Hippoc, it may (a) modify the Core Services, Reports and/or Data so that they are no longer claimed to infringe, and conform to terms of this Service Terms, (b) obtain a license for the Indemnified Person’s continued use of the Services, Reports and/or Data in accordance with this Service Terms, or (c) terminate the Service Terms and repay the Indemnified Person any prepaid Fees received in excess of what Hippoc has earned.

  1. Exclusion of Liability

Subject to the fact that person may not exclude or limit his liability for material injury caused to another through an intentional or gross fault and may not in any way exclude or limit his liability for bodily or moral injury caused to another, Hippoc will not be liable nor be bound to make reparation for any injury it caused to Client by a failure of Hippoc in its duty to honour its contractual undertakings under this Service Terms.

  1. Limitation of Liability

In the event that the foregoing clause is held to be invalid, the parties agree that any reparation for injury caused by Hippo’s failure in its duty to honour its contractual undertakings shall not cumulatively exceed the Fees paid by Client under the Service Terms during the twelve (12) months preceding the date on which the claim relating to such failure occurred. A party is liable to the other only for damages that were foreseen or foreseeable at the time the obligation was contracted, where the failure to perform the obligation does not proceed from intentional or gross fault on its part; even then, the damages include only what is an immediate and direct consequence of the nonperformance. The exclusions and limitations in clause 8.5 and clause 8.6 do not apply to a party’s obligations under clause 8.1.

  1. Insurance

The parties agree to maintain appropriate insurance which is adequate to cover their respective risks and obligations under this Service Terms, with coverage amounts commensurate with levels in their contractual undertakings.

  1. Miscellaneous
    1. Entire Service Terms

This Service Terms represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or Service Terms that may exist between the parties with respect to such subject matter.

  1. Amendment

Except where the Service Terms expressly provides that a party may unilaterally amend it to a certain extent under certain conditions, no amendment to this Service Terms is effective unless it is in writing, identified as an amendment to this Service Terms and the subject of an exchange of consents between the parties. Hippoc may unilaterally amend the Service Terms, or any exhibit, schedule, or appendix of this Service Terms, by giving notice to Client, subject to the following conditions:

  1. The amendment will take effect at the specified date after the date of receipt of the notice;

(b) No amendment will retroactively amend any terms of this Service Terms; and

(c) Client may, upon receipt of Hippoc’s notice, elect to terminate the Service Terms.

  1. Conflict of Terms

The principles of contract interpretation codified in articles 1425 and following of the Civil Code of Québec shall apply to the interpretation of any contract containing the present clause. In case of conflict between different clauses of the Service Terms, the clauses located in a document ranking higher than another in the list below shall prevail:

  • Specific Terms and Conditions (if any)
  • General Terms and Conditions for Services and Works
  • Privacy Policy
  • Cookie Policy
  • Acceptable Use Policy
  • Website Terms of Use
  1. Assignment

Client may not assign this Service Terms or any of its rights or obligations under this Service Terms without Hippoc’s prior written consent. Hippoc may assign this Service Terms or any of its rights and obligations under this Service Terms, effective upon notice to Client:

  1. to any subsidiary or affiliate; or
  2. in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of Hippoc’s obligations.
  3. No Third Person Beneficiary

With the exception of cases where a third person is an Indemnified Person pursuant to clause 8.1 or unless explicitly stated otherwise elsewhere in this Service Terms for other specific circumstances, no party stipulate for the benefit of a third person giving the third person beneficiary the right to exact performance of the promised obligation directly from the promisor.

  1. Further Assurances on Notice

Each party, on receipt of notice from the other party, will sign or cause to be signed all further documents, do or cause to be done all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this Service Terms.

  1. Relationship of the Parties

The parties are independent contracting parties and no relationship of subordination exists between them. Nothing in this Service Terms creates any mandate, joint venture, partnership or other form of agency, joint enterprise or employment relationship between the parties.

  1. Currency

Unless otherwise specified, all references to dollar amounts, “dollars” or “$” expressed in this Service Terms refer to Canadian currency.

  1. Severability

If any part of this Service Terms is declared invalid or unenforceable, the remainder will continue to be valid and enforceable.

  1. Waiver

The failure or neglect by a party to enforce any of the rights under this Service Terms will not be deemed to be a waiver of that party’s rights.

  1. Superior Force (Force Majeure)

A party may free itself from his liability for injury caused to the other party by proving that the injury results from a superior force, i.e. an unforeseeable and irresistible event, including external causes with the same characteristics, unless the party has undertaken to make reparation for it.

  1. Governing Law

This Service Terms will be governed by and construed and enforced in accordance with the laws of the province of Québec and the laws of Canada applicable therein, without giving effect to any choice or conflict of law.

  1. Mediation and Arbitration
    1. Mediation. Any disService Terms or dispute relating to this Service Terms or arising from its interpretation or application will be submitted to mediation in accordance with articles 605 to 619 of the Code of Civil Procedure (CQLR c C-25.01) in effect in the Canadian province of Québec at the time of such disService Terms or dispute (the “CCP”). To this effect, the parties hereto agree to participate in at least one mediation meeting by delegating a person with decision-making authority; the mediator will be chosen by the parties.
    2. Arbitration. If no Service Terms is reached within 60 days of the appointment of the mediator, the dispute will be finally settled by arbitration in accordance with articles 620 to 655 of the CCP and to the exclusion of the courts. The parties may at any time agree to a longer period before submitting the dispute to arbitration. Unless the parties agree otherwise in a subsequent arbitration Service Terms, the arbitration will be conducted under the aegis of a sole arbitrator. The arbitration award will be final, binding and without appeal and will be conclusive upon the parties.
    3. Separate Service Terms. The parties acknowledge and agree that clause 9.13.2 is an arbitration Service Terms within the meaning of article 2638 of the Civil Code of Québec (CQLR c CCQ-1991) and, as such, is considered to be an Service Terms separate from the other clauses of the Service Terms and where the arbitrator finds the Service Terms to be null, the arbitration Service Terms is not for that reason rendered null.
  2. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Service Terms will be in writing and will be deemed to have been given:

  1. when delivered by hand (with written confirmation of receipt);
  2. when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
  3. on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
  4. on the fifth (5th) day after the date mailed, by certified or registered mail by the applicable government postal service, return receipt requested, postage prepaid.

Such communications must be sent to the respective parties at the addresses specified in the Service Terms, or at such other address for a party as will be specified in a notice given in accordance with this clause 9.14.

  1. Language

The Client acknowledges having received or had access to a French version of the Service Terms and the parties subsequently declare that it is their express wish to be bound only by the English version. Le Client reconnait avoir reçu ou eu accès à une version française du Contrat et les parties déclarent subséquemment qu’il est de leur volonté expresse de n’être liées que par sa version anglaise.

  1. Third Party Links

Hippoc utilizes the Platform to provide the services described herein. Use of certain links on the Platform will direct you away from the Platform to third party websites.  Such third party websites are not under the control of Hippoc and Hippoc is not responsible for the contents of any such website or any link contained in such website.  The third party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by Hippoc of any such website or the products or services offered therein.