MyHealthy Hop
TERMS OF SERVICE
Last Updated: January, 2025
1. INTRODUCTION
These Terms of Service ("Terms") govern your access to and use of the Micro Market
Management Platform ("Service"), including any associated mobile applications, websites,
software, and other services provided by myHealthy Hop ("Company," "we," "our," or "us").
By accessing or using the Service, you agree to be bound by these Terms. If you are using the
Service on behalf of an organization, you represent and warrant that you have the authority to
bind that organization to these Terms and you agree to be bound by these Terms on behalf of
that organization.
2. DEFINITIONS
"Account" means a unique account created for you to access our Service.
"Authorized User" means any individual who is authorized by you to use the Service under
your Account.
"Client Data" means all data, information, and materials that you or your Authorized Users
input, upload, or provide to the Service.
"Content" means information, data, text, software, graphics, messages, or other materials
created by us or a third party and displayed on, or accessible through, the Service.
"Fees" means the fees payable by you to us for access to the Service, as specified in the
applicable Order Form or Subscription Plan.
"Order Form" means a document or electronic form specifying the Services to be provided
to you, including any supplements and addenda thereto.
"Subscription Plan" means the subscription package and features selected by you, which
determines the level of access and functionality available to you.
3. ACCOUNT REGISTRATION
3.1 Account Creation
To access the Service, you must register for an Account. You agree to provide accurate,
current, and complete information during the registration process and to update such
information to keep it accurate, current, and complete. We reserve the right to suspend or
terminate your Account if any information provided proves to be inaccurate, not current, or
incomplete.
3.2 Account Security
You are responsible for safeguarding your Account credentials and for all activities that occur
under your Account. You agree to notify us immediately of any unauthorized use of your
Account or any other breach of security. We will not be liable for any loss or damage arising
from your failure to comply with this section.
3.3 Authorized Users
You may permit Authorized Users to access and use the Service through your Account. You
are responsible for ensuring that all Authorized Users comply with these Terms. Any
violation of these Terms by an Authorized User will be deemed a violation by you.
4. SERVICE DESCRIPTION
4.1 Service Overview
The Service is a software-as-a-service platform designed to help businesses manage micro
market operations, including inventory management, sales tracking, payment processing, data
analytics, and related functions.
4.2 Service Availability
We will use commercially reasonable efforts to make the Service available 24 hours a day, 7
days a week, except for:
• Planned downtime (of which we will give advance notice); and
• Any unavailability caused by circumstances beyond our reasonable control, including
but not limited to acts of God, acts of government, floods, fires, earthquakes, civil
unrest, acts of terror, strikes or other labor problems, internet service provider failures
or delays, or denial of service attacks.
4.3 Service Levels
Service level commitments, if applicable, will be specified in a separate Service Level
Agreement (SLA) that may be incorporated into these Terms by reference.
4.4 Service Changes
We may modify the Service at any time, including but not limited to adding or removing
features or functions, or discontinuing the Service entirely. We will notify you of material
changes to, or discontinuation of, the Service. If you do not agree to the modified terms, you
must stop using the Service.
5. FEES AND PAYMENT
5.1 Fees
You agree to pay all Fees according to the prices and terms displayed on our website, in an
Order Form, or as otherwise agreed between you and us in writing. Unless otherwise
specified:
• All Fees are quoted in US dollars
• All Fees are non-refundable
• We reserve the right to change the Fees upon thirty (30) days' notice
5.2 Payment Terms
• For monthly subscriptions, we will charge you at the beginning of each month
• For annual subscriptions, we will charge you at the beginning of each annual period
• For transaction-based fees, we will charge you according to the schedule specified in
your Subscription Plan or Order Form
• Payment obligations are non-cancelable, and Fees paid are non-refundable
5.3 Taxes
Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental
assessments, including value-added, sales, use or withholding taxes, assessable by any local,
state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible
for paying all Taxes associated with your purchases under these Terms.
5.4 Late Payments
If any Fees are not paid when due, we may, without limiting our other rights and remedies:
• Charge interest on the overdue amount at the rate of 1.5% per month or the maximum
rate permitted by law, whichever is less
• Suspend your access to the Service until all overdue amounts are paid in full
• Terminate your access to the Service if payment remains overdue for more than 30
days
5.5 Billing Disputes
You must notify us in writing of any dispute relating to Fees within thirty (30) days from the
date of the invoice in question to receive an adjustment or credit.
6. TERM AND TERMINATION
6.1 Term
These Terms will commence on the date you first accept them or access the Service,
whichever is earlier, and will continue until all subscriptions granted in accordance with these
Terms have expired or been terminated.
6.2 Subscription Term
The term of each subscription shall be as specified in the applicable Order Form or as
selected during the registration process. Unless otherwise specified, subscriptions will
automatically renew for additional periods equal to the expiring subscription term, unless
either party gives the other notice of non-renewal at least thirty (30) days before the end of
the relevant subscription term.
6.3 Termination for Cause
Either party may terminate these Terms and your access to the Service:
• If the other party breaches any material term of these Terms and fails to cure such
breach within thirty (30) days after receiving written notice thereof
• Immediately if the other party becomes the subject of a petition in bankruptcy or any
other proceeding relating to insolvency, receivership, liquidation, or assignment for
the benefit of creditors
6.4 Effect of Termination
Upon termination of these Terms for any reason:
• Your right to access and use the Service will immediately terminate
• We will cease providing the Service to you
• You will pay any unpaid Fees covering the remainder of the term of all subscriptions
• Each party will return or destroy all confidential information of the other party in its
possession
6.5 Data Retrieval After Termination
After termination, you will have thirty (30) days to export your Client Data from the Service
(the "Data Retrieval Period"). After the Data Retrieval Period, we may delete or destroy all
copies of your Client Data in our systems or otherwise in our possession or control, unless
legally prohibited.
7. PROPRIETARY RIGHTS
7.1 Ownership of the Service
We and our licensors own all right, title, and interest in and to the Service, including all
intellectual property rights therein. These Terms do not grant you any rights to our
trademarks, service marks, logos, domain names, or other brand features.
7.2 License to Use the Service
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-
sublicensable license to access and use the Service during the term of these Terms solely for
your internal business purposes.
7.3 Restrictions
You shall not:
• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially
exploit or make available to any third party the Service in any way
• Modify, make derivative works of, disassemble, reverse compile, or reverse engineer
any part of the Service
• Access the Service in order to build a similar or competitive product or service
• Copy, reproduce, distribute, republish, download, display, post, or transmit any part of
the Service except as expressly permitted herein
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful or
tortious material, or to store or transmit material in violation of third-party privacy
rights
• Use the Service to store or transmit malicious code or viruses
• Interfere with or disrupt the integrity or performance of the Service or third-party data
contained therein
• Attempt to gain unauthorized access to the Service or its related systems or networks
7.4 Client Data
As between you and us, you own all right, title, and interest in and to your Client Data. You
grant us a non-exclusive, worldwide, royalty-free license to use, process, display, and
transmit your Client Data solely to provide and maintain the Service.
7.5 Usage Data
Notwithstanding anything to the contrary in these Terms, we may collect and use data
derived from your use of the Service ("Usage Data") for our own purposes, provided that
such Usage Data is aggregated and/or anonymized and does not identify you or any
individual. We own all right, title, and interest in and to the Usage Data.
8. DATA PRIVACY AND SECURITY
8.1 Privacy Policy
Our Privacy Policy, available at www.myhealthyhop.com/privacypolicy describes how we
collect, use, and disclose information associated with your Account. By using the Service,
you consent to the collection, use, and disclosure of information as described in our Privacy
Policy.
8.2 Data Security
We will implement and maintain appropriate technical and organizational measures to protect
your Client Data from unauthorized access, use, alteration, or disclosure. However, no
security system is impenetrable, and we cannot guarantee the security of your Client Data or
the Service.
8.3 Data Processing Agreement
If required by applicable law (such as the EU General Data Protection Regulation), we will
enter into a separate data processing agreement with you governing the processing of
personal data.
8.4 Compliance with Laws
Each party will comply with all applicable laws and regulations regarding the collection, use,
and disclosure of personal data.
9. CONFIDENTIALITY
9.1 Definition of Confidential Information
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to
the other party ("Receiving Party"), whether orally or in writing, that is designated as
confidential or that reasonably should be understood to be confidential given the nature of the
information and the circumstances of disclosure. Your Confidential Information includes
your Client Data; our Confidential Information includes the Service; and Confidential
Information of each party includes business and marketing plans, technology and technical
information, product plans and designs, and business processes disclosed by such party.
9.2 Exclusions
Confidential Information does not include any information that:
• Is or becomes generally known to the public without breach of any obligation owed to
the Disclosing Party
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party
without breach of any obligation owed to the Disclosing Party
• Is received from a third party without breach of any obligation owed to the Disclosing
Party
• Was independently developed by the Receiving Party without use of or reference to
the Disclosing Party's Confidential Information
9.3 Protection of Confidential Information
The Receiving Party will:
• Use the same degree of care that it uses to protect the confidentiality of its own
confidential information of like kind (but not less than reasonable care)
• Not use any Confidential Information of the Disclosing Party for any purpose outside
the scope of these Terms
• Not disclose Confidential Information of the Disclosing Party to any third party
9.4 Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party to the
extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party
prior notice of the compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
10. WARRANTIES AND DISCLAIMERS
10.1 Mutual Warranties
Each party represents and warrants that:
• It has the legal power to enter into these Terms
• When entering into these Terms, it is not relying on any representations or warranties
not expressly included in these Terms
10.2 Our Warranties
We warrant that:
• The Service will perform materially in accordance with the applicable documentation
• We will not materially decrease the overall functionality of the Service during your
subscription term
• We will provide the Service in a manner consistent with generally accepted industry
standards
10.3 Your Warranties
You represent and warrant that:
• You have the right to provide the Client Data for the purposes contemplated by these
Terms
• You will comply with all applicable laws and regulations in your use of the Service
• You have obtained all necessary rights, releases, and permissions to provide all Client
Data to us and to grant the rights granted to us in these Terms
10.4 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS"
AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY
DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR
REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE
SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER
PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER
AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
11.2 Limitation of Liability
IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY YOU FOR THE
SERVICE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS
PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE
FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT
OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
11.3 Exceptions
The limitations in Sections 11.1 and 11.2 will not apply to:
• Either party's indemnification obligations
• Breaches of confidentiality
• Your payment obligations
• Either party's gross negligence or willful misconduct
12. INDEMNIFICATION
12.1 Indemnification by Us
We will defend you against any claim, demand, suit, or proceeding made or brought against
you by a third party alleging that the use of the Service in accordance with these Terms
infringes or misappropriates such third party's intellectual property rights (an "IP Claim"),
and will indemnify you from any damages, attorney fees, and costs finally awarded against
you as a result of, or for amounts paid by you under a court-approved settlement of, an IP
Claim, provided that you:
• Promptly give us written notice of the IP Claim
• Give us sole control of the defense and settlement of the IP Claim
• Give us all reasonable assistance, at our expense
12.2 Indemnification by You
You will defend us against any claim, demand, suit, or proceeding made or brought against us
by a third party:
• Alleging that your Client Data, or your use of the Service in breach of these Terms,
infringes or misappropriates such third party's intellectual property rights or violates
applicable law
• Arising from your breach of Sections 3.3, 7.3, or 10.3 You will indemnify us from
any damages, attorney fees, and costs finally awarded against us as a result of, or for
any amounts paid by us under a court-approved settlement of, such a claim, provided
that we:
• Promptly give you written notice of the claim
• Give you sole control of the defense and settlement of the claim
• Give you all reasonable assistance, at your expense
12.3 Exclusive Remedy
This Section 12 states the indemnifying party's sole liability to, and the indemnified party's
exclusive remedy against, the other party for any type of claim described in this Section.
13. GENERAL PROVISIONS
13.1 Governing Law
These Terms will be governed by and construed in accordance with the laws of Michigan,
USA, without regard to conflict of laws principles.
13.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach,
termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules
of [Arbitration Association] by one or more arbitrators appointed in accordance with said
rules. The place of arbitration shall be [Your City, State/Country]. The language of the
arbitration shall be English.
13.3 Injunctive Relief
Notwithstanding the foregoing, each party will have the right to seek injunctive or other
equitable relief from a court of competent jurisdiction in the event of a breach or threatened
breach of Sections 7, 8, or 9 of these Terms.
13.4 Entire Agreement
These Terms, together with any Order Forms, constitute the entire agreement between the
parties concerning the subject matter hereof and supersede all prior and contemporaneous
agreements, proposals, or representations, written or oral, concerning its subject matter.
13.5 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of
law or otherwise, without the other party's prior written consent (not to be unreasonably
withheld); provided, however, either party may assign these Terms in their entirety, without
the other party's consent, to its successor in interest in connection with a merger,
reorganization, or sale of all or substantially all assets or equity not involving a direct
competitor of the other party.
13.6 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise,
joint venture, agency, fiduciary, or employment relationship between the parties.
13.7 Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms.
13.8 Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a
waiver of that right.
13.9 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to
law, the provision will be modified by the court and interpreted so as best to accomplish the
objectives of the original provision to the fullest extent permitted by law, and the remaining
provisions of these Terms will remain in effect.
13.10 Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms (other
than for delay in the payment of money due and payable hereunder) for causes beyond that
party's reasonable control and occurring without that party's fault or negligence, including,
but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror,
strikes or other labor problems, or Internet service provider failures or delays.
13.11 Notices
All notices under these Terms must be in writing and will be deemed to have been duly given
when received, if personally delivered; when receipt is electronically confirmed, if
transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt
requested.
13.12 Survival
The following sections will survive the expiration or termination of these Terms: 5 (Fees and
Payment), 6.4 (Effect of Termination), 6.5 (Data Retrieval After Termination), 7 (Proprietary
Rights), 8 (Data Privacy and Security), 9 (Confidentiality), 10.4 (Disclaimer of Warranties),
11 (Limitation of Liability), 12 (Indemnification), and 13 (General Provisions).
14. CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
myHealthy Hop
www.myhealthyhop.com
contact@healthyhop.com
+1 218-400-7922
