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Terms of Use


1. About Hopscotch

1.1. Hopscotch is a business community and payments platform where small businesses can connect, transact, and grow. Hopscotch customers have searchable and customizable business profiles. To send an invoice, customers search our closed-loop directory of businesses for their desired recipient. The customer then accesses the recipient’s public, social media-like profile, where the customer inputs the invoice details and attaches accompanying documents. The invoice is then sent internally to the
recipient, enabling companies to manage their accounts receivable and payable in a centralized location. When the recipient pays with its Hopscotch Balance, the sender is given instant access to the funds. Customers can integrate their QuickBooks account with Hopscotch so that their payments and accounting system are perfectly in sync.

1.2 Hopscotch is not available to consumers, or to persons using an account primarily for personal, family, or household purposes. Hopscotch may only be used by customers for business purposes and in business-to-business (B2B) transactions.

2. Scope of these Terms of Use

2.1. These Terms of Use govern the opening, use and closure of your Hopscotch account and other related payment services as referred to herein. Together with any other terms and conditions referred to in these Terms of Use, they constitute the agreement between you and us. For the use of additional services, you may have to accept additional terms and conditions as provided to you when you are ordering or using such services. You are advised to print or download and keep a copy of these Terms of
Use for future reference. You can always view the current Terms of Use on our Website.

2.2. Depending on the type of Hopscotch account you have, additional terms and conditions may apply as communicated to you at the appropriate time. In the event of any conflict between the additional terms and conditions and these Terms of Use, the additional terms and conditions shall govern.

 

3. Your Hopscotch Account

3.1. Your Hopscotch account is an electronic money account which enables you to send and receive electronic payments.

3.2. Use of your Hopscotch account is available to you by logging into your Hopscotch account at 
https://www.gohopscotch.com and will remain for the duration of your agreement with us.

3.3. Subject to section 7, the electronic money held on your Hopscotch account does not expire but it 
will not earn any interest.

3.4. You have the right to withdraw funds from your Hopscotch account at any time. However, you may 
be required to confirm your identity beforehand. You can choose the method of withdrawal when submitting your withdrawal request.

 

3.5. The electronic money on a Hopscotch account belongs to the person or legal entity which is registered as the Hopscotch account holder. No person other than the Hopscotch account holder has any rights in relation to the funds held in a Hopscotch account, except in cases of succession including inheritance, conservatorship, or any other rights to the account arising by operation of law. You may not assign or transfer your Hopscotch account to a third party or otherwise grant any third party a legal or equitable interest over it.

3.6. Your Hopscotch account may be subject to upload, payment, and withdrawal limits, depending on 
the verification status of your Hopscotch account and other factors used by us to determine such limits from time to time at our sole discretion. You will be notified of any changes that affect you prior to the execution of the applicable transaction.


4. Opening Your Hopscotch Account
4.1. In order to use Hopscotch’s services, you must first open a Hopscotch account by registering your details through our Website and undergoing an identity and due diligence verification process. As part of the signup process, you will need to accept these Terms of Use and our Privacy Notice, and you must have legal capacity to accept the same. If you order additional services, you may be asked to accept additional terms and conditions.

 

4.2. Important Information About Procedures for Opening a New Account To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.


4.3. If you are an individual, you must be 18 years or older to use our services and by opening a Hopscotch account you declare that you are 18 years or older. This does not apply to products for which we set a different age limit. We may require at any time that you provide evidence of your age.


4.4. You may only open one Hopscotch account per Tax ID number unless we explicitly approve the opening of additional accounts.

 

4.5. You may only open a Hopscotch account if it is legal to do so in your state or country of residence. By opening a Hopscotch account you represent and warrant to us that your opening of a Hopscotch account does not violate any laws or regulations applicable to you. You shall pay us the amount of any losses we incur in connection with your breach of this section.

 

4.6. All information you provide during the signup process or any time thereafter must be accurate and truthful. We reserve the right to disapprove or close your account, without advance notice to you, if we learn that any information you provide is false or inaccurate.

 

4.7. You may only add Payment Methods to your Hopscotch account if you are the named holder of the account for that Payment Method. We take any violation of this requirement very seriously and will treat any attempt to add a Payment Method of which you are not the named holder as an unauthorized or fraudulent act.

4.8. After opening your Hopscotch account, you may close your Hopscotch account at no cost directly through the administrative panel of the platform, provided that you must not have any transactions in process. If there is a positive balance in your Hopscotch stored value account, Hopscotch will transfer the remaining balance to your primary bank account as part of the account closing process. Transactions and fees for transactions undertaken before you close your Hopscotch account (including those transactions that are not revocable and have been initiated but not completed before closure of your Hopscotch account) will not be refunded.

 

5. Maintaining Your Hopscotch Account

5.1. You must ensure that the information recorded on your Hopscotch account is always accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.

5.2. We may contact you by e-mail or in other ways described in section 18 with information or electronic notices regarding your Hopscotch account. It is your responsibility to regularly check the proper functioning of your e mail account or other methods of communication that you have registered with your Hopscotch account and to retrieve and read messages relating to your Hopscotch account promptly. We shall not be liable for any loss arising out of your failure to do so.

5.3. Invoices sent, fund uploads, payments received, payments sent, and fund withdrawals are displayed in your online transactions history together with the date of receipt or transmission (the debit value date), the fees charged, if any. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend information displayed in your online transaction history. You should quote this transaction ID when communicating with us about a particular transaction. You should check your Hopscotch account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Service via the help center or chat feature on our website, https://www.gohopscotch.com, or by sending an email to support@gohopscotch.com.

5.4. We will send you an e-mail notification to the e-mail address used when registering for your Hopscotch account (as updated from time to time by you) and may, from time to time, send an email to remind you to log into your Hopscotch account and download and/or print a copy of your transaction history.

5.5. Subject to the provisions of section 8 below and without prejudice to the provisions of section 9.5(A), in order to claim a refund for an unauthorized or incorrectly executed payment transaction on your Hopscotch account you must notify us without undue delay after becoming aware of the unauthorized or incorrect transaction and in any event no later than thirteen (13) months after the debit date of the transaction. You can contact us via the help center or chat feature on our website,
https://www.gohopscotch.com, or by sending an email to support@gohopscotch.com.

6. Keeping Your Hopscotch Account Safe

6.1. You must take all reasonable steps to keep your Hopscotch account password and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password or other security features, other than the Hopscotch Website, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service via the help center or chat feature on our website, https://www.gohopscotch.com, or by sending an email to support@gohopscotch.com, prior to completing a transaction. It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Hopscotch account. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. Except as stated in section 11.1, you must never allow anyone to access your Hopscotch account or watch you accessing your Hopscotch account. You must comply with the security procedures we tell you about from time to time.

 

6.2. If you have any indication or suspicion of your Hopscotch account, login details, password or other security feature being lost, stolen, misappropriated, used without authorization, or otherwise compromised, you are advised to change your password. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation, or unauthorized use of your Hopscotch account, login details, password or other security features. Any undue delay in notifying us may not only affect the security of your Hopscotch account but may result in you being liable for any losses as a result where your failure to notify us is intentional or negligent. If you suspect that your Hopscotch account was accessed by someone else, you should also contact the police or other law enforcement authorities and report the incident.

 

6.3. We may suspend your Hopscotch account or otherwise restrict its functionality on reasonable grounds relating to the security of the Hopscotch account or any of its security features or if we reasonably suspect that an unauthorized or fraudulent use of your Hopscotch account has occurred, or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

 

6.4. If we think your Hopscotch account is at risk of fraud or a security threat, we will use the fastest and most secure way of contacting you using the details you have provided to tell you what you need to do to help deal with that risk.

 

6.5. You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Hopscotch account. In case any of the e-mail addresses registered with your Hopscotch account are compromised, you should without undue delay after becoming aware of this contact Customer Service and also contact your e-mail service provider.

 

6.6. Irrespective of whether you are using a public, a shared, or your own computer to access your Hopscotch account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using.

 

6.7. Additional products or services you use may have additional security requirements and you must familiarize yourself with those as notified to you.

7. Closing Your Hopscotch Account

7.1. You may close your Hopscotch account at any time directly through the Hopscotch platform. Fees relating to ongoing management of inactive accounts may also continue to be charged following closure of your Account. This provision shall survive termination of the relationship between you and us.

 

7.2. If your Hopscotch account holds a balance at the time of its closure, we will transfer the funds to your primary bank account. After your account is closed, you will not be able to access your Hopscotch account. If you want to access your transaction history after the closure of your Hopscotch account, you will need to contact Customer Service and request the information. You may do so for a period of six years from the date of closure of your Hopscotch account. Your obligations with regards to keeping your Hopscotch account safe as set forth in section 6 shall continue to apply.

7.3. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud, 
economic or trade sanctions, or other illegal activity checks before authorizing any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Hopscotch account.

8. Uploading Funds
8.1. You can upload funds by visiting the Hopscotch Website, logging into your Hopscotch account and following the relevant upload instructions. You may be presented with a number of different upload methods, depending on which Payment Methods you have added to your Hopscotch account. Upload methods are payment services provided by third party financial institutions (for example, the issuer of the payment card you use to upload funds or third-party direct banking service providers) and are not part of our service. We do not guarantee the use of any particular upload method made available and may make changes to or discontinue the acceptance of any particular upload method at any time without following the procedure set out in section 17. Notwithstanding section 8.7 below, we shall not be responsible for the upload payment until the uploaded funds are actually received by us.

 

8.2. You may be asked to answer security questions or to complete other activities that we or the payment service provider you use to upload funds to your Hopscotch account may reasonably require to ensure proper authorization of an upload transaction.

8.3. If you choose to upload funds using a Payment Method that may be subject to a right to claim funds 
back (a “Chargeback”) such as (but not limited to) credit or debit card or direct debit, you declare that you will not exercise such Chargeback other than for unauthorized use of the Payment Method or for a breach by us of these Terms of Use which would result in you having a right to a refund of the uploaded amount. Otherwise, you may not Chargeback any upload transaction or allow Chargeback of any upload transaction for reasons for which we are not responsible including (but not limited to) disputes with merchants for non-delivery of goods or services or insufficient balance on the Payment Method account. We reserve the right to charge you fees and expenses we incur in connection with such Chargeback and any action undertaken to challenge the same. We may also charge you a Chargeback fee as displayed in the “Fees” section of the Website.

8.4. You may allow a merchant or other person that you wish to pay through us on a regular basis (e.g., 
for a subscription service) to debit your Hopscotch account for each recurring payment. In this case you can set up a recurring payment order on your Hopscotch account and authorize us to debit the Payment Method (e.g., your credit card or bank account) which you used to make the original payment also for each subsequent payment. In order to cancel recurring payments for the future, you should (a) cancel the scheduled transactions on your Hopscotch account and/or (b) contact us and (c) notify the merchant or person from which you have purchased the goods or services that you have cancelled the recurring payment. You should not cancel or otherwise reverse such recurring transactions such as contacting the issuer/account provider of the Payment Method (e.g., your credit card provider or bank) without
following the cancellation steps mentioned in this section 8.4. Subject to section 8.5, we will not be liable for any recurring payment(s) that are made before you have appropriately updated your Hopscotch account to reflect the recurring payment change and/or notified us of the cancellation. You will not be able to cancel transactions that have already been credited to the recipient

8.5. If a chargeback or reversal of an upload transaction results in a negative balance in your Hopscotch 
account, you will be required to repay such negative balance by uploading sufficient funds into your Hopscotch account. Failure to do so is a breach of these Terms of Use. Repayment of the negative balance is due immediately without notice. We reserve the right, at any time, to send you reminders or to take other debt collection measures including but not limited to engaging a debt collection agency or instructing solicitors to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts. 

8.6. Uploaded funds will be credited to your Hopscotch account after the funds have been received by us. Some upload transactions, such as those by credit or debit card, direct debit or direct banking will be credited to your Hopscotch account immediately but are subject to reversal if the actual funds do not reach us within a reasonable time in which case, we will deduct such reversed transaction from the balance of your Hopscotch account.


8.7. For the purposes of an upload transaction through a Payment Method, we are an e-money issuer 
and will issue e-money in exchange for the uploaded funds. We will not be acting as a payment service provider when receiving such funds.

8.8. You must not make an upload through a Payment Method if you are not the named holder of that 
Payment Method. We take any violation of this requirement very seriously and will treat any attempt to use a Payment Method of which you are not the named holder as an unauthorized or fraudulent act.

8.9. Uploads may be subject to upload limits due to security and legal requirements. These limits are set 
dynamically and can change at any time depending on your verification status and the upload method you want to use. You should be aware that depending on your verification status your upload limits may be higher than your withdrawal or spending limits.

8.10. Uploads may be subject to fees and other charges. Please see section 13 for details.

8.11. You may not make an upload using cash to fund your Hopscotch account.

9. Funds Availability
At Hopscotch, our policy is to make deposits available to our members on the same day. Generally, this means we do not place holds on our members’ deposits. However, we may place a hold on a deposit in the case of an “Exception” or “Emergency Condition” as defined below under the headings, “Exceptions” and “Emergency Conditions”. The decision to place a hold is based on many factors. Basically, we must balance the convenience of our members with the need to protect Hopscotch from losses.
 
Funds Availability Schedule
Scenario (Electronic Payment/ACH) Funds Available to transact on-platform Funds Available to move off-platform
Hopscotch user funds Hopscotch stored value account Immediately T+2 good business days from settlement date
Hopscotch user pays Hopscotch user with sufficient available balance Immediately Immediately
Hopscotch user pays Hopscotch user with insufficient available balance Immediately Max T+2 business days from settlement date*, could be earlier if funds from a different source are added to the payer’s account before the ACH settles
Non-Hopscotch user pays Hopscotch User Immediately T+2 business days from settlement date*

*The Settlement Date is the date on which funds transfer between Hopscotch’s bank and an external bank to satisfy
an ACH payment. This date is decided by the FRB based on the effective date and receiving time of a transfer
request and starts the clock on ACH Return windows.

Returned Payments

Scenario Notification of Failed Payment
Returned ACH after ACH settles Hopscotch will attempt to claw back / put a hold on the funds in the customer’s account pending an investigation.
Returned ACH before ACH settles (NSF) Funds will likely never become available

Exceptions
● If our fraud/compliance program flags an account or transaction, funds will be put on hold or account will be frozen pending the results of an investigation
● Regulator or gov’t agency requests account be frozen or funds put on hold


10. Sending Payments

10.1. To send a payment you are required to authorize the payment with your login details and password. We may also ask you additional security questions relating to you or your Hopscotch account. If your Hopscotch account is protected by additional security measures such as password tokens, you need to follow the instructions provided to you with such additional security measures.


10.2. Every recipient of a payment you wish to send through us must have a valid means that we can use for identification of the recipient. For most of our services that means of identification will be a valid e-mail address, but other means of identification may be required, in our discretion, for our other services.


10.3. If you are asked to provide details of the recipient’s e-mail address or other means of identification, where applicable, you must take great care to properly type the exact details of who you wish to send money to. We use those details as the unique identifier to determine the intended recipient of the payment which you instruct us to process. Other information you provide along with the recipient’s means of identification may be disregarded and we shall not be liable for any error you make when entering the recipient’s means of identification, or for any losses that you may incur as a result of that improper identification.


10.4. If the e-mail address of the intended recipient is registered with us, the funds will be instantly credited to the Hopscotch account associated with that e-mail address. Once funds are credited to the recipient’s Hopscotch account, the transaction becomes irreversible.


10.5. If the recipient’s e-mail address is not registered with us, we will send a notification e-mail to that e­mail address with instructions on how to claim and receive the payment. If the recipient does not claim the payment within 14 days, the transaction will be cancelled, and the funds will be returned and recredited to your account. You may also cancel the transaction at any time before the funds have been credited to the recipient’s Hopscotch account. To cancel a transaction, you should log into your Hopscotch account, locate the relevant transaction in your transactions history and select “Cancel”.


10.6. When you send or receive a payment, we will disclose your registered account name to the recipient and/or sender in order to process the transaction. We may also display that information in notifications sent to the recipient and/or sender.


10.7. Payments are subject to payment limits due to security and legal requirements. These limits are set dynamically and can change at any time depending on your verification status. If your limits are not sufficient to cover the payment you intend to make, contact Customer Service to discuss your options. You should be aware that the recipient of a payment may also be subject to spending limits and withdrawal limits in the instance where funds are in the process of being settled, which may affect the recipient’s access to the funds you intend to send.


10.8. If we are late in executing a payment that you instruct us to make you may ask us to contact the recipient’s payment service provider and ask them to credit it as if it had been received on the correct day.


10.9. Sending payments may be subject to fees and other charges depending on the type of payment you make and the type of Hopscotch account you hold. Please see section 13 for details.


10.10 If you authorize a payment that we have credited to the recipient’s account, and your payment is subsequently rejected or reversed, you will be required to pay the amount of the transaction to us by uploading sufficient funds into your Hopscotch account if there is an insufficient balance in your account to cover the transaction. Failure to do so is a breach of these Terms of Use. Repayment of the transaction amount to us is due immediately without notice. We reserve the right, at any time, to send you reminders or to take other debt collection measures including but not limited to engaging a debt collection agency or instructing solicitors to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.


11. Third Party Providers
11.1. A Third-Party Provider is a service provider that is permitted by law to make payments from your account on your behalf and to provide account information services to you, provided it is acting in accordance with your instructions and the relevant regulatory requirements. You can check whether the provider is authorized in the information it gives to you about the services it will provide.


11.2. We will treat any instruction from a Third-Party Provider as if it were from you and these Terms of Use will still apply in full. If you consent to a Third-Party Provider having access to information concerning your account, we will assume that you consent to access being granted as frequently as the Third-Party Provider requests it.


11.3. If you give your security details to someone who is not a Third Party Provider, we will assume it is you that is authorizing us to give access to your account. Therefore, we will treat payments instructed by that third party as authorized by you and will not be responsible for any losses you suffer as a result of misuse or disclosure of information about your account by that third party.


11.4 We may refuse to allow a Third-Party Provider to access your Hopscotch account if we are concerned about unauthorized or fraudulent access by that Third Party Provider. Before we do this, we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you promptly afterwards. In either case, we will tell you using any of the contact details we hold for you. We will not tell you our reasons where doing so might undermine our reasonable security measures or otherwise be unlawful. If you want to cancel the consent you have given to a Third-Party Provider to access your account, you must contact them directly and take all actions needed to cancel that consent.


11.5 If you think a payment may have been made incorrectly or is unauthorized, you must tell us as soon as you become aware and no later than 13 months after the debit even where you use a Third-Party Provider. If you ask a Third-Party Provider to request a payment and it does not do this, we will not be responsible for your payment not being made. Once a Third-Party Provider has initiated a payment, you cannot normally cancel it. Please refer to section 9, Sending Payments, and section 12, Refunds, of these Terms of Use for additional information.


12. Receiving Funds

12.1. If you receive funds into your Hopscotch account, we will send you a notification email and display the payment as a “Receive Money” transaction in your transactions history, together with the date of receipt (the credit value date), and the fees charged, where applicable. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend information displayed in your online transaction history. You should regularly reconcile incoming payments with your own records.


12.2. You should be aware that receipt of funds to your Hopscotch account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment if the payer or the payer’s bank or payment service provider has charged back or otherwise reversed (or is reasonably likely to chargeback or otherwise reverse) an upload or other payment which was used to fund the payment to you. We are under no obligation to verify independently that the party requesting the reversal has the authority or right to do so.


12.3. If a person received a payment notification from us indicating that someone has sent that party funds to an email address that is not registered, that party will not be credited with the payment until it has been claimed in accordance with the instructions laid out in the notification email. Until then, there will be no contractual or fiduciary relationship between us and the intended recipient. The funds remain those of the sender.


12.4. The receipt of payments is subject to fees, currency exchange fees and other charges, depending on the type of payment you receive and the type of Hopscotch account you have. Please see section 15 for details.


13. Refunds

13.1 After initiating a payment request on the Hopscotch platform, Hopscotch has inserted another step–confirmation of the payment–into the process to ensure that no mistakes are made. As a result, once a payment is initiated on the Hopscotch platform, all refund requests must be handled directly with the recipient of the payment according to its refund policy.


14. Prohibited transactions

14.1. It is strictly forbidden to send or receive payments as consideration for the sale or supply of: tobacco products, prescription drugs, drugs (including cannabis or cannabis-derived products) and drug paraphernalia, weapons (including without limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers, material which incites violence, hatred, racism or which is considered obscene, government IDs and licenses including replicas and novelty items and any counterfeit products, unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses, illegal sports betting, casino games and poker games), unregistered charity services, items which encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a particular merchant and are not limited to purchases of particular products or services, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling or Ponzi schemes, matrix programs or other “get rich quick” schemes or high yield investment programs, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming, timeshares or property reservation payments (On and Off Plan). This list is not exhaustive, and we reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories either to these Terms of Use or an acceptable use policy published on the Website. We may suspend or terminate your Hopscotch account at any time or refuse to execute or reverse a transaction if we believe that you directly or indirectly use or have used your Hopscotch account for or in connection with illegal or prohibited transactions. It is your responsibility to ensure that you do not use our services for transactions that may be considered illegal in your jurisdiction. We will not be liable under any circumstances for any claims or losses that you may incur or suffer as a result of any such transactions, or any actions that we might take to prevent or remediate any such transactions.


14.2 Your Hopscotch account may not be used for transactions that are primarily for personal, family, or household purposes.


14.3. You may not use our services if you are residing in certain countries. The list of non-serviced countries is designated by the U.S. Office of Foreign Assets Control (“OFAC”), available on its website, and updated from time to time. This list is not exhaustive, and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate your Hopscotch account at any time if we reasonably believe to be required to do so by law or in order to comply with guidance or directives issued by a relevant government authority or recognized body for the prevention of financial crime or transactions that violate trade or economic sanctions requirements.


14.4. It is strictly forbidden to use your Hopscotch account for any illegal purposes, including but not limited to fraud and money laundering and in association with persons/entities on the Specially Designated Nationals and Blocked Persons list (“SDN List”) and other sanctions lists administered by OFAC, to the extent applicable in a B2B platform. We will investigate and report any suspicious activity to the relevant law enforcement authorities. We reserve the right to charge you in our sole discretion an administration fee as displayed in the “Fees” section of the Website (section 14) for every investigation we undertake into any such suspicious activity, including where we get notified thereof by any third party with whom we partner. You are prohibited from using your Hopscotch account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by a merchant or a Third-Party Provider on the services it provides.


14.5. You may only accept payments for certain categories of business after approval from us in our sole discretion. Such business categories include but are not limited to: money exchange or remittance businesses, including but not limited to bureau de change, currency exchanges and purchase of travel money; the collection of any form of donations or payments to charitable or not-for-profit organizations; dealing in natural resources such as jewels, precious metals or stones; live streaming; the sale or supply of alcoholic beverages; the sale of supply of dietary supplements and alternative health products; any other business category published in an acceptable use policy on the Website from time to time. In case you are in doubt whether your business falls under any of the above categories, you must contact Customer Service. We reserve the right in our sole discretion, to add business categories requiring approval by adding such categories either to these Terms of Use or an acceptable use policy published on the Website.


14.6. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section 13 or without the necessary approval under section 13.5, we reserve the right to: reverse the transaction; close or suspend your Hopscotch account; report the transaction to the relevant law enforcement authorities; and/or claim damages from you. We may charge you an administration fee as displayed in the “Fees” section (section 15) of the Website if we apply any of the above.


14.7. It is your sole responsibility to ensure that you only send payments to, or receive payments from, persons or entities for the sale or supply of goods and services that you may provide or receive in compliance with any applicable laws and regulations. The mere fact that a person or entity accepts payments through us is not an indication of the legality of the supply or provision of their goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment.


15. Withdrawing funds

15.1. You can request a withdrawal of all or part of the funds held in your Hopscotch account at any time. To do this you must log into your Hopscotch account and select a withdrawal method and enter the amount to be withdrawn. Withdrawal methods are payment services provided, at least in part, by third party financial institutions (for example, the bank where you hold a bank account). We do not guarantee the availability of any particular withdrawal method and may make changes to or discontinue a particular withdrawal method at any time without following the procedure set out in section 17 as long as there is at least one withdrawal method available to you. Where the withdrawal payment is received by you through the involvement of a payment service provider (such as the bank where you hold a bank account), we shall not be responsible for the withdrawal payment once the withdrawn funds are received by your payment service provider. We also reserve the right to request an alternative bank account or other withdrawal method to be used in case we are unable to process the withdrawal to your preferred withdrawal method.


15.2. Your Hopscotch account may be subject to withdrawal limits. These limits are adjusted dynamically and may change at any time depending on the type of identification documentation we hold on to you. You can view your withdrawal limits at any time in your Hopscotch account profile. Before uploading any funds into your Hopscotch account, you must ensure that your current withdrawal and spending limits meet your withdrawal and spending requirements as we legally cannot allow you to exceed these limits.


15.3. If your withdrawal request exceeds the current limit, we may decline your request and instead require you to send us documents verifying your identity and address prior to allowing a withdrawal of funds or to otherwise cooperate with us to verify your identity.


15.4. Withdrawals may be subject to fees. Please see section 15 for details.


15.5. For the purposes of a withdrawal transaction, we are a third-party payer and not a payment service provider.


15.6. You must not make a withdrawal to a bank account or other Payment Method if you are not the named holder. We take any violation of this requirement very seriously and will treat any attempt to use a Payment Method of which you are not the named holder as an unauthorized or fraudulent act.


15.7. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn and transmitted funds to the wrong account, you may request that we assist you in reclaiming the funds, although we cannot guarantee that we will be able to do so, and we assume no responsibility or liability if we cannot do so. We may charge you an administration fee as displayed in the “Fees” section of the Website for doing so.


16. Fees

16.1. Transaction related fees can be viewed at any time in the “Fees” section of our Website,
https://www.gohopscotch.com. Payments made from your Hopscotch account will not be assessed a fee. Payments received to your Hopscotch account will not be assessed a fee. ACH transfers from your Hopscotch account to an external bank account will not be assessed a fee. A transaction fee of [TBD] will be assessed for instant payment transfers via VISA Direct, MasterCard Pay, or RTP from your Hopscotch account to an external bank account. You should print or download and keep a copy of the “Fees” section together with a copy of these Terms of Use. For clarity, the “Fees” section forms part of these Terms of Use. Fees are subject to change in accordance with section 17. Under certain circumstances we may charge additional fees as set out in sections 8, 11, and 13.


16.2. Fees payable by you will be deducted from your Hopscotch account balance and you hereby authorize us to do the same. Transaction fees will be charged when the transaction is executed. If your Hopscotch account balance is insufficient to cover the fees, we may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.


16.3. If the deduction of fees results in a negative Hopscotch account balance, you will be required to repay such negative balance by uploading sufficient funds into your Hopscotch account. Failure to do so is a breach of these Terms of Use. Repayment of the negative balance is due immediately without notice. However, we reserve the right at any time to send you reminders that you need to upload funds or to take other debt collection measures including but not limited to engaging a debt collection agency or instructing solicitors to pursue the claim in court. We reserve the right to charge you expenses we have reasonably incurred in connection with any debt collection or enforcement efforts.


17. Your Data

17.1. You explicitly consent to us accessing, processing, and retaining any information you provide to us, for the purposes of providing payment services to you. This does not affect our respective rights and obligations under data protection legislation and regulations. You may withdraw this consent by closing your Hopscotch account. If you withdraw consent in this way, we will cease using your data for this purpose, but may continue to process your data for other purposes where we have other lawful grounds to do so, such as where we are legally required to keep records of transactions.


17.2. The processing of your data is governed by our Privacy Notice which can be found on our website at https://www.gohopscotch.com.


17.3. Hopscotch uses Plaid Inc. (“Plaid”) to gather your data from financial institutions. By using the Service, you grant Hopscotch and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from your relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid end user privacy policy.


18. Liability

18.1. In the case of an unauthorized payment or a payment that was incorrectly executed due to an error by us, we shall, as soon as practicable, refund the payment amount including all fees deducted therefrom. This shall not apply:

18.1.1. where the unauthorized payment arises from your failure to keep the personalized security features of your Hopscotch account safe in accordance with section 6 of these Terms of Use, in which case you shall remain liable for the first $100 unless section 17.1.3 applies;

18.1.2. if you fail to notify us without undue delay of any loss of your password or other security features or other event that could reasonably be expected to have compromised the security of your Hopscotch account after you have gained knowledge of such event, you shall remain solely liable for losses incurred until you notify us;

18.1.3. if the transaction was unauthorized but you have acted fraudulently or compromised the security of your Hopscotch account with intent or negligence, you shall be solely liable for all losses; or

18.1.4. if you fail to dispute and bring the unauthorized or incorrectly executed transaction to our attention within thirteen (13) months from the date of the transaction.


18.2. Unless you have acted fraudulently, section 17.1.1 shall not apply to transactions made after you have notified us in accordance with section 6.2, where we have failed to provide you with appropriate means for notification or we are required to use customer authentication but fail to do so, in which case we shall remain liable and refund any unauthorized transaction to you as soon as practicable.


18.3. Without prejudice to the foregoing, you are asked to check the transactions history of your Hopscotch account regularly and frequently and to contact Customer Service immediately in case you have any questions or concerns.


18.4. In the case of any incorrect or misdirected payment, we shall take reasonable measures to assist you with tracing and recovering such payments, but cannot guarantee that such measures will be successful, and we assume no responsibility or liability if such measures are unsuccessful.


18.5. Subject to the foregoing, we shall not be liable for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to unforeseeable circumstances beyond our reasonable control, or the control of the intermediary affected.


18.6. WE SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF BUSINESS AND LOSS OF REPUTATION. WE SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM OUR COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS.


18.7. Nothing in these Terms of Use shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.


18.8. Our obligation under these Terms of Use is limited to providing you with an electronic money account and related payment services and we do not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by a Hopscotch customer or intermediary.


18.9. We shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from your use of the Hopscotch account or services provided in these Terms of Use.


18.10. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or suffer due to or arising out of your or your agents’ breach of these Terms of Use, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between you and us.


19. Termination and suspension

19.1. As referenced in section 7, we may terminate your Hopscotch account, or any payment service associated with it by giving you two months’ prior notice. You may terminate your Hopscotch account with us at any time.


19.2. Together with a termination notice or at any time thereafter we may give you reasonable instructions on how to withdraw remaining funds.


19.3. We may at any time suspend or terminate your Hopscotch account without notice if:


19.3.1. you breach any condition of these Terms of Use or any other condition applicable to specific services covered by separate terms and conditions;

19.3.2. you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our services;

19.3.3. we have reason to believe that you are in any way involved in any unlawful or fraudulent activity, money laundering, terrorism financing or other criminal activity;

19.3.4. we have reason to believe that another Hopscotch account provided by us or one of our group companies is held by you and has been used for any unlawful or fraudulent activity, money laundering, terrorism financing or other criminal activity; or

19.3.5. you harass or engage in obscene, rude, or abusive behavior against us or any of our representatives.


19.4. We may suspend your Hopscotch account at any time if:

19.4.1. we reasonably believe that your Hopscotch account has been compromised or for other security reasons; or 

19.4.2. we reasonably suspect your Hopscotch account to have been used or is being used without your authorization or fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you.


20. Changes to these Terms of Use

20.1. These Terms of Use and any additional terms and conditions that may apply are subject to change. Changes will be implemented with prior notice from us under the procedure set forth in this section.


20.2. We shall give notice to you of any proposed change by sending an email to the primary email address registered with your Hopscotch account.


20.3. The proposed change shall come into effect two (2) months after the date the change notice is deemed received under section 18.1, unless you have given us notice that you object to the proposed changes before the changes come into effect. If you object to the changes, they will not apply to you. However, any such objection shall constitute a notice by you to terminate and close your Hopscotch account. Your Hopscotch account will be closed in accordance with the provisions of section 7 above. Changes that make these Terms of Use more favorable to you shall come into effect immediately, if so stated in the change notice.


21. How we communicate

21.1. We usually contact you via email and/or platform notification. For this purpose, you must at all times maintain at least one valid email address in your Hopscotch account profile. You are required to check for incoming messages regularly and frequently in your email inbox as well as by logging into the Hopscotch platform. Emails may contain links to further communication on our website. Any communication or notice sent by email will be deemed received by you on the same day if it is received in your email inbox before 4:30 pm on a Business Day. If it is received in your email inbox after 4:30 pm on a Business Day or at any other time, it will be deemed received on the next Business Day. Platform notifications will also be used as a means of redundancy in case emails are undeliverable due to your email service provider, firewalls, or other mechanisms.


21.2. Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. We recommend you keep copies of all communications we send or make available to you.


21.3. You can request a copy of the current Terms of Use or any other contractual document relevant to you by contacting Customer Service or by downloading and printing the Terms of Use.


21.4. In order to view emails you need a computer with email software that can display emails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF), for which you need Adobe’s Acrobat Reader, which can be downloaded for free at the Adobe website.


21.5. We will never send you any emails with executable files attached or with links to any executable files. If you receive any email with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Service.


21.6. We will communicate to you in English and will always accept communications made to us in English. You can choose your preferred language from the list of supported languages in your Hopscotch account profile, and we will send you automated email notifications and communications regarding changes to these Terms of Use in your chosen language. For non-standard communication, we reserve the right to communicate with you in English. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language. We suggest that if you are not fluent in English, you should consider obtaining the services of an interpreter or taking other steps to ensure proper understanding.


21.7. Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may communicate with you via SMS. Any communication or notice sent by post will be deemed received three days from the date of posting. Any communication or notice sent by SMS will be deemed received the same day.


21.8. You may contact us at any time by sending a message to Customer Service via the “Support” facility at https://www.gohopscotch.com.


22. Complaints

22.1. Any complaints about us or the services we provide should be addressed to us in the first instance by contacting Customer Service. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. We will send you a complaint acknowledgement by post or by email within 48 hours of receiving your complaint in accordance with our complaints procedure.


22.2. We endeavor to provide you with an answer or resolution to your complaint within the timeframes as outlined by the Financial Ombudsman. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.


22.3. If your complaint is not resolved to your satisfaction, you may contact:
compliance@gohopscotch.com


23. Miscellaneous
23.1. No person other than you shall have any rights under these Terms of Use.


23.2. Your Hopscotch account is personal to you, and you may not assign any rights under the Terms of Use to any third party.


23.3. Your Hopscotch account is available only in the United States and these Terms of Use shall be governed by and interpreted in accordance with the laws of the United States or, as applicable, the laws of one or more states. Any dispute under these Terms of Use or otherwise in connection with your Hopscotch account.


23.4. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms of Use, which shall continue to be valid and enforceable to the fullest extent permitted by law.


24. Definitions Various terms in these Terms of Use have a defined meaning as follows:


“Business Day” means any day other than a Saturday or a Sunday or a public or bank holiday in US.


“Customer Service” means our customer service, which you can reach by sending a message through the “Support” facility on the website “Fees” means the charges payable by you to us for using our services


“Payment Method” means bank transfer and payment instruments including, but not limited to, credit cards and debit cards.


“Privacy Notice” is Hopscotch’s policy governing the processing of personal data, which is available on the Website, as may be amended from time to time.


“Hopscotch Account” means the electronic money account you open and maintain through the Hopscotch Website.


“Hopscotch Website” or “Website” means the website available at https://www.gohopscotch.com.


“Terms of Use”, means these Hopscotch Account Terms of Use, published on the Website and as may be amended from time.


“Third Party Provider” means a service provider authorized by any applicable regulator with whom you have agreed can access information or make payments for you from your Hopscotch account.


“We”, “us”, “our” means Hopscotch.


“You”, ““your” means you, the natural person or legal entity in whose name the Hopscotch account is opened and maintained.



Hopscotch Flow

General Terms and Conditions

 

25. Hopscotch Flow

Zuro, Inc. (“Hopscotch”) is pleased to make available through an online platform (the “Platform”) a service (“Hopscotch Flow”) whereby a seller of goods or services (“Seller”) may from time to time offer to sell to Hopscotch or to a person designated by Hopscotch (in either case, the “Purchaser”) one or more of accounts of the Seller (“Receivables”) arising from the sale of good or services to a customer of the Seller (the “Payor”). Each purchase by Purchaser from Seller of a Receivable is referred to as a “Transaction”. A single Transaction may include just one Receivable or multiple Receivables purchased simultaneously as a lot.
Each Transaction will be subject to these General Terms and Conditions (“General Terms”) and to transaction specific terms and conditions separately agreed upon by Seller and Purchaser (“Specific Terms” and together with the General Terms, the “Terms of Use”). In the event of a conflict between the General Terms and any Specific Terms for a Transaction, the Specific Terms take precedence. Seller’s use of Hopscotch Flow constitutes Seller’s acceptance of, and agreement to be bound by, the Terms of Use.

25.1. Parties to a Transaction

There are three parties to a Transaction:

 

Party

General Description

For Hopscotch Flow

Seller

The party owed money from a Receivable (e.g. an invoice). The original owner and seller of the Receivable 

You 

Payor

The party that is obligated in respect of a Receivable (e.g. an invoice). Before the Transaction, they owe the Seller. After the transaction, they owe the Purchaser. 

Your Customer

Purchaser

The party buying the Receivable from the Seller.

Hopscotch

 

25.2. Eligibility

25.2.a. Eligible Sellers.  Hopscotch Flow is only available to Sellers deemed eligible by Hopscotch.  Hopscotch may, from time to time and for any reason, deny, restrict or terminate a Seller’s eligibility for participation in or use of Hopscotch Flow.  Without limiting the foregoing, except as Hopscotch may otherwise agree, eligible Sellers will not include any Seller that (i) is a natural person or is organized, or has its principal place of business located, outside of the continental United States, (ii) is prohibited by law from using Hopscotch Flow or the Platform, (iii) does not have an active account with Hopscotch and an active Hopscotch store value account, (iv) has not linked its bank accounts to its Hopscotch account via Plaid (or via such other method determined by Hopscotch), (v) has not completed, to the satisfaction of Hopscotch, a verification process established by Hopscotch, (vi) does not have a bank account history, accessible by Hopscotch via Plaid, acceptable to Hopscotch or (vii) that is otherwise deemed ineligible by Hopscotch for any reason.

25.2.b. Eligible Receivables.  Purchaser has no obligation to purchase any Receivable offered by Seller for sale through Hopscotch Flow or the Platform.  Without limiting the foregoing, Purchaser may decline to purchase any Receivable (i) that is past due, that is due within fifteen (15) days of when offered for sale through Hopscotch Flow or the Platform, or that has selling terms in excess of 90 days, (ii) due from a Payor that is past due, or that was at any time more than thirty (30) days past due, on any other Receivable purchased by Purchaser through Hopscotch Flow or the Platform or due to the Seller, (iii) due from a Payor that is insolvent or subject to a bankruptcy or similar proceeding, (iv) that has not been invoiced by Seller to the Payor or that is invoiced or payable in any currency other than U.S. Dollars, (v) subject to any dispute, claim or defense, including any offset, regardless of merit (a “Dispute”), (vi) due from a Payor that is a governmental authority, a natural person or a creditor or affiliate of the Seller, (vii) due from a Payor that is organized, or has its principal place of business located, outside of the continental United States, (viii) subject to any lien or security interest other than in favor of Purchaser, (ix) which represents an interim or progress billing or with respect to which the Payor’s obligation to pay is conditioned upon additional performance by the Seller or (x) arising from goods placed on consignment, from goods sold on a guaranteed sale, sale or return or sale on approval basis or on any other terms by reason of which the payment by the Payor may be conditional or contingent.  A Receivable that, when offered for sale through Hopscotch Flow or the Platform, is ineligible under any of the foregoing criteria is referred to as an “Excluded Receivable”.

25.2.c. Limits.  Transactions may be subject to individual transaction limits determined by Hopscotch.  Transactions may also be subject to daily transaction limits determined by Hopscotch.  These limits may be reached in either a single Transaction or in multiple Transactions.  In the event Seller wishes to offer a Receivable for sale through Hopscotch Flow or the Platform, Seller must offer for sale the entirety of the Receivable.


25.3. Purchase of Receivables.
25.3.a. Offer to Purchase.  Purchaser may from time to time offer to purchase from Seller one or more Receivables.  Each such offer shall be made to Seller through the Platform. The Purchaser may withdraw or modify the offer on the Platform at any time prior to Acceptance.
25.3.b. Specific Terms. Seller has no obligation to sell, and Purchaser has no obligation to purchase, any Receivable. In the event Purchaser makes an offer to purchase a Receivable from Seller, the Purchaser will indicate this via the Platform. The Seller may then review the Specific Terms for the proposed Transaction.  The Specific Terms will include a description of the Receivable, the offer price for the Receivable, and other terms and conditions specific to such proposed Transaction. The Seller may accept the proposed Transaction while the Transaction remains available on the Platform.
25.3.c. Acceptance of Offer to Purchaser by Remittance of Payment.  In the event Purchaser elects to purchase a Receivable from Seller, Purchaser shall remit to Seller, by electronic transfer via the Hopscotch platform to the account designated by Seller in the Platform, the Payment of the Purchase Price for such Receivable as set forth in the Specific Terms.  Neither an offer by Seller to sell to Purchaser a Receivable, the sending by Purchaser to Seller of the Specific Terms for a proposed Transaction involving such Receivable, nor the acceptance by Seller of such Specific Terms shall constitute an agreement or commitment by Purchaser to purchase such Receivable or any other Receivable.  Only the payment by Purchaser to Seller of the Payment of the Purchase Price for a Receivable shall constitute an agreement by Purchaser to purchase such Receivable.  Upon payment by Purchaser to Seller of the Payment of the Purchase Price for a Receivable, Purchaser shall be deemed to have purchased such Receivable from Seller and Seller shall be deemed to have sold such Receivable to Purchaser, in each case automatically and without further action, and such Receivable shall constitute a “Purchased Receivable”.
25.3.d. Notification of Payors. Seller agrees that Purchaser may and Seller irrevocably authorizes Purchaser to, at any time, notify Payors that the Purchased Receivables are past due. Purchaser will only contact Payor regarding the Purchased Receivables, without Seller authorization, if the receivables become past due.
25.3.e. Right of Chargeback.  Purchaser has the right to charge back to Seller the full amount of a Purchased Receivable without any further action or notice, if (i) such Purchased Receivable is at any time subject to Dispute, (ii) any representation or warranty made by Seller in the Terms of Use with respect to such Purchased Receivable is untrue, incorrect or misleading in any respect, (iii) any covenant or agreement made by Seller in the Terms of Use with respect to such Purchased Receivable is breached, or (iv) Seller terminates its use of, access to or participation in Hopscotch Workflow or closes its account(s) with Hopscotch. A Dispute includes any claim by a Payor that the Receivable is not valid for any reason.
25.3.f. Effect of Chargeback.  In the event a Purchased Receivable is charged back to Seller in accordance with the Terms of Use, (i) Seller shall repurchase such Receivable by paying to Purchaser an amount equal to the portion of the Purchase Price previously paid by Purchaser to Seller for such Receivable and (ii) Purchaser shall have no obligation to pay to Seller any portion of the Purchase Price for such Receivable not already paid by Purchaser to Seller. To the extent Seller repurchases from Purchaser a Purchased Receivable by remitting to Purchaser the portion of the Purchase Price previously paid by Purchaser to Seller, Purchaser shall remit to Seller any proceeds thereafter received by Purchaser in respect of such Receivable.  Notwithstanding the repurchase by Seller of a Purchased Receivable or the election of Purchaser to chargeback to Seller a Purchased Receivable, Purchaser shall retain its security interest in such Purchased Receivable as security for full payment and performance of all existing and future indebtedness, liabilities and obligations of Seller to Purchaser.

 

25.4. True Sales and Savings Clause

25.4.a. True Sales.  Seller and Purchaser intend that the Transactions (i) constitute absolute and irrevocable true sales by Seller to Purchaser of the Purchased Receivables and (ii) provide Purchaser with the full benefits of ownership of the Purchased Receivables.  Neither Seller nor Purchaser intends the Transactions be, or for any purpose to be characterized as, loans from Purchaser to Seller.

25.4.b. Savings Clause.  If, notwithstanding the intention of Seller and Purchaser expressed above, the conveyance by Seller to Purchaser of Purchased Receivables is characterized as a secured loan and not a sale, the Terms of Use shall constitute a security agreement under the Uniform Commercial Code as in effect in the State of New York (the “UCC”) and other applicable law.  For this purpose, to secure the timely payment and performance by Seller of all existing and future obligations of Seller to Purchaser in connection with Hopscotch Flow, the Platform or under the Terms of Use, Seller hereby grants Purchaser a security interest in and lien upon all of Seller’s rights in, to and under the Purchased Receivables.  Purchaser shall have, in addition to the rights and remedies which it may have under the Terms of Use, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative and may be exercised alternatively, successively or concurrently on any one or more occasions.  Seller irrevocably and unconditionally authorizes Purchaser to complete and file, at any time and from time to time, such financing statements with respect to the Purchased Receivables naming Purchaser as the secured party or purchaser and Client as the debtor or seller, as Purchaser may require, together with all amendments and continuations with respect thereto.

 

25.5. Representations, Warranties and Covenants of Seller.

25.5.a. Representations and Warranties Regarding Seller.  Seller represents and warrants to Purchaser that Seller (i) is and at all times will remain duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is and at all times will remain duly qualified to do business and is in good standing in each jurisdiction where its ownership of property or the conduct of its business requires such qualification, (iii) operates and will at all times operate its business in material compliance with all applicable local, state and federal laws, (iv) has and at all times will have all power and authority under the laws of Seller’s jurisdiction of organization and its articles of organization to conduct Seller’s business and to agree to and perform under the Terms of Use and (v) is and at all times will remain solvent.

25.5.b. Representations and Warranties Regarding Purchased Receivables.  Seller represents and warrants to Purchaser that each Purchased Receivable (i) will not be an Excluded Receivable at the time of purchase by Purchaser, (ii) evidences an absolute, bona fide sale of goods or rendition of services by Seller in the ordinary course of business, (iii) is genuine, valid and enforceable against the applicable Payor in the full amount set forth in the invoice delivered by Seller to Purchaser at the time of such purchase, (iv) is legally saleable and assignable by Seller to Purchaser and (v) will not be altered or modified without the prior written consent of Purchaser.

25.5.c. Covenants of Seller.  The Seller (i) shall not change its legal name or jurisdiction of organization without providing Purchaser with thirty (30) days prior written notice, (ii) shall not grant or permit to exist any lien or security interest on the Purchased Receivables, (iii) permit Purchaser to, at any reasonable time, inspect, audit, examine and make copies of the books and records of Seller pertaining to Purchased Receivables, (iv) provide Purchaser with such information regarding Seller and the Purchased Receivables as Purchaser may from time to time request, (v) promptly, but in any event within five (5) days after Seller has knowledge of the same, notify Purchaser of each Dispute concerning Purchased Receivables, (vi) execute and deliver to Purchaser such further instruments and take such further acts, each at the expense of Seller, as may be reasonably requested by Purchaser to effectuate the Transactions and the Terms of Use, (vii) shall cooperate and assist Purchaser, at Seller’s expense, in connection with any effort by Purchaser to collect any Purchased Receivable, enforce any of Purchaser’s rights or remedies against third parties obligated on any such Purchased Receivables and/or defend any claim or action commenced by any third party against Purchaser in connection with the Transactions or the Terms of Use.


25.6. Term of Hopscotch Flow

Hopscotch may, at any time by notice to Seller or without notice to Seller in the event of any breach by Seller of any representation, warranty or covenant of Seller in the Terms of Use, terminate Seller’s access to, use of or participation in Hopscotch Flow.  Seller may, at any time by written notice to Hopscotch, terminate Seller’s access to, use of or participation in Hopscotch Flow.  Notwithstanding any termination of Seller’s access to, use of or participation in Hopscotch Flow, the Terms of Use shall remain binding upon Seller, and the security interests granted by Seller in favor of Purchaser in the Purchased Receivables shall remain in effect, until such time as Seller’s access to, use of and participation in Hopscotch Flow has been terminated and Purchaser has received full payment of all Purchased Receivables.


25.7. Miscellaneous.

25.7.a. Indemnification.  Seller will indemnify and hold Purchaser and its affiliates, subsidiaries, directors, officers, employees, representatives and agents (Purchaser and all such persons referred to as the “Indemnified Persons”) harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of every kind and nature (including attorneys’ costs, fees and expenses) which may be instituted or asserted against or incurred by any such Indemnified Person in connection with or in any way arising out of or relating to the Transactions or Seller’s use of, access to or participation in Hopscotch Flow or the Platform.  No Indemnified Person shall be responsible or liable to Seller or to any other party for indirect, punitive, special, exemplary or consequential damages which may be alleged as a result of any advance or other financial accommodation having been extended, denied, delayed, conditioned, suspended or terminated.

25.7.b. Costs and Expenses.  Seller shall pay to Purchaser all costs, fees and expenses, including attorneys’ and other professionals’ costs, fees and expenses, incurred by Purchaser in connection with (i) the administration or enforcement of the Terms of Use, (ii) the perfection, recording or enforcement of the security interest of Purchaser in the Purchased Receivables, (iii) obtaining or enforcing payment or performance of any obligation of Seller to Purchaser, (iv) the prosecution or defense of any action or proceeding concerning any matter arising out of or connected with the Transactions or the Terms of Use.  All such costs, fees and expenses shall be payable by Seller to Purchaser on demand.

25.7.c. Offset.  Purchaser may collect any amount due from Seller to Purchaser in connection with the Transactions or pursuant to the Terms of Use by deducting from, or by means of offset against, any amount due from Purchaser to Seller in connection with the Transactions or pursuant to the Terms of Use.

25.7.d. Power of Attorney.  Purchaser shall have the right in Purchaser’s name or in Seller’s name, and Seller designates Purchaser as its special attorney in fact with power, to demand, sue for, settle, collect and give releases for any and all monies due or to become due on any Purchased Receivable.

25.7.e. UCC Terms.  Terms used and not otherwise defined in the Terms of Use shall, to the extent defined in Article 9 of the UCC, have the meanings given to them in Article 9 of the UCC.

25.7.f. Governing Law; Jurisdiction.  The validity, construction and effect of the Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.  Seller irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state courts of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Terms of Use or the Transactions, or for recognition or enforcement of any judgment, and Seller irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court; provided, that Purchaser may bring any action or proceeding against any Seller relating to the Terms of Use or Transactions in the courts of any jurisdiction.  Seller irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Terms of Use or Transactions in any court referred to in this Section.  Seller hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of inconvenient forum to the maintenance of such action or proceeding in any such court.

25.7.g. WAIVER OF JURY TRIAL.  SELLER WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING ON, OUT OF, BY REASON OF, OR RELATING IN ANY WAY TO, THE TERMS OF USE, THE INTERPRETATION OR ENFORCEMENT THEREOF OR TO ANY TRANSACTIONS.

25.7.h. No Waiver of Rights.  No failure or delay by Purchaser in exercising any of its powers or rights hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such power or right preclude other or further exercise thereof or the exercise of any other right or power.  Purchaser’s rights, remedies and benefits hereunder are cumulative and not exclusive of any other rights, remedies or benefits which Purchaser may have.  No waiver by Purchaser will be effective unless in writing and then only to the extent specifically stated.

25.7.i. Notices. Hopscotch will provide relevant notifications to customer through the Hopscotch platform and through email.

25.7.j. Successors and Assigns.  The Terms of Use will be binding upon and inure to the benefit of the Seller and the Purchaser and their respective successors and assigns; provided that Seller may not assign or transfer any of its interests, rights or obligations under the Terms of Use or with respect to Hopscotch Flow without Purchaser’s prior written consent.

25.7.k. Changes to Terms of Use.  The Terms of Use are subject to change by Hopscotch. A proposed change to the Terms and Conditions will be effective ten (10) days after the date Seller is notified of the proposed change unless, within such ten (10) day period, Seller notifies Hopscotch that Seller objects to the proposed change.  In the event Seller timely objects to a proposed change, the change will not apply to Seller provided that such objection by Seller will constitute notice by Seller to terminate its access to, use of and participation in Hopscotch Flow.

 

 

E-SIGN POLICY 

Last updated: December 20, 2021

 

This E-Sign Disclosure and Consent (“Disclosure”) applies to all Communications for those products, services and Accounts offered or accessible through Hopscotch that are not otherwise governed by the terms and conditions of an electronic disclosure and consent.

The words “we,” “us,” and “our” refer to the entity with whom you have your Account, and the words “you” and “your” mean you, the individual(s) or entity identified on the Account(s). As used in the Disclosure, “Account” means the account you have with us. “Communication” means any customer agreements or amendments thereto disclosures, notices, transaction history, privacy policies and all other information related to the product, service or Account, including but not limited to information that we are required by law to provide to you in writing.

Scope of Communications to Be Provided in Electronic Form

All legal and regulatory disclosures and communications associated with the Account or the product or service. Notices or disclosures about a change in the terms of your Account or associated payment feature and responses to claims. Privacy policies and notices. Periodic billing or account statements for your Account(s) or such other Communications that we may include from time to time as part of the enrollment in the e-Statements program (“e-Statements”).

Method of Providing Communications to You in Electronic Form

All Communications that we provide to you in electronic form will be provided either (1) via e-mail, (2) by access to a website that we will designate in an e-mail notice we send to you at the time the information is available, (3) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose, or (4) by requesting you download a PDF file containing the Communication.

Requesting Paper Copies

We will not send you a paper copy of any Communication which is available electronically from Hopscotch, unless you request it, or we otherwise deem it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it yourself or by requesting that we mail you a paper copy, provided that such request is made within a reasonable time after we first provided the electronic Communication to you. To request a paper copy, you may email us at support@gohopscotch.com. We may charge you a reasonable service charge, of which we have provided you prior notice, for the delivery of paper copies of any Communication provided to you electronically pursuant to this authorization. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically.

Email Collection and Marketing

Hopscotch collects the business’ contacts’ data through the use of the Quickbooks integration and contact import features. This data may be used for marketing purposes. Any email correspondence will be sent out consistent with the CAN-SPAM Act as governed by the (FTC) Federal Trade Commission including a clear and conspicuous explanation of how the recipient can opt out of receiving emails in the future.

How to Withdraw Consent

You may withdraw your consent to receive Communications in electronic form by emailing us at support@gohopscotch.com. At our option, we may treat your provision of an invalid e-mail address, or the subsequent malfunction of a previously valid email address, as a withdrawal of your consent to receive electronic Communications. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications; however, your access and use of our service may be terminated. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal.

How to Update Your Records

It is your responsibility to provide us with true, accurate and complete e-mail address, contact, and other information related to the Disclosure and your Account(s), and to maintain and update promptly any changes in this information. You can update information (such as your email address) directly on your Hopscotch profile on your Hopscotch account or by emailing us at support@gohopscotch.com.

Hardware and Software Requirements

In order to access, view, and retain electronic Communications that we make available to you, you must have: Sufficient electronic storage capacity on your computer’s hard drive or other data storage unit; An e-mail account with an Internet service provider and e-mail software in order to participate in our electronic Communications programs; A personal computer or mobile phone, operating system, and browser and telecommunications connections to the Internet capable of receiving, accessing, displaying, and either printing or storing Communications received from us in electronic form via a plain text-formatted e-mail or by access to our website using one of the browsers specified below. If hardware or software requirements change, and that change would create a material risk that you would not be able to access or retain your electronic records, Hopscotch will give notice of the revised hardware or software requirements. However, continuing to use electronic services after receiving notice of the change is considered reaffirmation of your consent. Hopscotch reserves the right to discontinue support of a current version of software if, in its sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with electronic services.

Communications in Writing

All Communications in either electronic or paper format from us to you will be considered “in writing.” You should print or download for your records a copy of this Disclosure and any other Communication that is important to you.

Federal and State Law

You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and where applicable any state Uniform Electronic Transaction Act (“UETA”), and that you and we both intend that the Act and any applicable UETA apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

Termination / Changes
We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

[Version – April 2022]

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