Terms and Conditions

Revision: 1.0.0
Last Updated: June 7th, 2022

Acceptance of These Terms of Service

Hoopla Inc. (“Hoopla,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at Hoopla.com (the “Site”) and related technologies, which may include mobile applications (“Mobile Apps”, and collectively, such Mobile Apps, related technologies and the Site, including any updated or new features, functionality and technology, the “Platform”). All access and use of the Platform is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms of Service, you must not accept these Terms of Service and may not use the Platform. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Platform.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Platform user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Platform.

IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE AS AN INDIVIDUAL: PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST HOOPLA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

AS EXPLAINED IN FURTHER DETAIL BELOW, THE PLATFORM INCLUDES FUNCTIONALITY THAT ALLOWS CUSTOMERS (AS DEFINED BELOW) TO BOOK, SCHEDULE, AND PAY THIRD PARTY EXPERIENCE CREATORS (AS DEFINED BELOW) FOR SERVICES RENDERED. ALL SUCH SERVICES SCHEDULED AND PROVIDED THROUGH THE PLATFORM ARE PROVIDED SOLELY BY EXPERIENCE CREATORS FOR FEE(S) CHARGED BY THE APPLICABLE EXPERIENCE CREATORS. HOOPLA IS NOT A PARTY TO ANY CONTRACT BETWEEN A CUSTOMER AND EXPERIENCE CREATOR AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF THE APPLICABLE THIRD PARTY SERVICES. HOOPLA WILL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO THE THIRD PARTY SERVICES OR THE EXPERIENCE CREATORS.

Your Privacy: At Hoopla, we respect the privacy of our users. For more information please see our Privacy Policy, located here (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein

Additional Terms: In addition, when using certain features through the Platform, you will be subject to any additional terms applicable to such features that may be posted on or within the Platform from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Platform

Platform Description: The Platform is designed to help facilitate a connection between an individual retaining a service provider (a “Customer”) and a third party who provides the service (a “Experience Creator”) (e.g., a tutor or musician). The Platform enables, among other things, the scheduling of such services and payments related thereto. If Customers wish to use the Platform, Customers may be required to agree to a service plan (including payment terms and a payment schedule, which may be recurring) (the “Service Plan”). Customers may register with Hoopla for free and are not charged any amounts other than those that are agreed to in the Service Plan by Customer and any associated booking fees.

Your Registration Obligations: You may be required to register with Hoopla or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Platform’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 16 years of age, you are not authorized to use the Platform, with or without registering.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Hoopla of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Hoopla will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Hoopla reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Hoopla will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

General Practices Regarding Use and Storage: You acknowledge that Hoopla may establish general practices and limits concerning use of the Platform, including the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Hoopla’s or its third-party service provider’s servers on your behalf. You agree that Hoopla has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Platform. You acknowledge that Hoopla reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Hoopla reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Customer Specific Terms

If you are using the Platform as a Customer, you acknowledge that Hoopla is solely a technology platform providing a method for you to (a) book services with, (b) communicate with, and (c) pay Experience Creators, and that all services performed by such Experience Creators are performed by third parties, and that Hoopla has no liability for any services, acts, or omissions of the Experience Creators. You acknowledge that you will be contracting directly with the Experience Creators for such services and not Hoopla. You, and not Hoopla, will be solely responsible for (i) booking such service appointments, (ii) any applicable correspondence with the Experience Creators, (iii) updating, rescheduling or cancelling service appointments, as needed, and (iv) any and all purchases and fees associated with such service appointments. BY USING THE PLATFORM, YOU AGREE TO HOLD HOOPLA FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES PROVIDED BY THE EXPERIENCE CREATOR. HOOPLA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM, INCLUDING SERVICES PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES PERFORMED BY A EXPERIENCE CREATOR.

Experience Creator Specific Terms

Representation and Warranties: If you are using the Platform as a Experience Creators, you represent, warrant and covenant to Hoopla that: (a) you have the legal right to provide the services that are contemplated by these Terms of Service; (b) you are fully licensed (to the extent required by applicable law) and authorized to provide the services contemplated by these Terms of Service within the jurisdiction in which you intend to provide your services, and have the required skill, experience, and qualifications to perform the services; and (c) you will perform the services in a professional and diligent manner and in accordance with all applicable laws, rules and regulations.

Relationship of the Parties: If you are using the Platform as a Experience Creators, you will be, at all times while this Terms of Service is in effect, free from control and direction in the performance of your services. Hoopla will not control or have any right to control the manner or means by which you perform your services for Customer. You have not been engaged by Hoopla to perform services on Hoopla’s behalf. Rather, you are entering into this Terms of Service for the purpose of having access to the Platform, in exchange for which you will pay Hoopla a fee, as described herein. These Terms of Service will not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between you and Hoopla. You have no authority (and will not hold yourself out as having authority) to bind Hoopla and you will not make any agreements or representations on Hoopla’s behalf without Hoopla’s prior written consent.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Hoopla, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Platform or by emailing or otherwise making available to other users of the Platform (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Hoopla. Hoopla reserves the right to investigate and take appropriate legal action against anyone who, in Hoopla’s sole discretion, violates this provision, including removing the offending content from the Platform, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Platform to:

email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Hoopla, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Hoopla or its users to any harm or liability of any type;
interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;
violate any applicable local, state, national, or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform;
circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Platform, including through the use of virtual private networks; or
engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Hoopla from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Service Fees: Experience Creators acknowledges that Hoopla will retain a service fee based on the total booking price collected by Hoopla from the Customer (the “Service Fee”). Customers will pay for services performed by the Experience Creators that are facilitated by the Platform in accordance with their applicable Service Plan. In addition, Customers will pay a booking fee charged by Hoopla according to the Service Plan (the “Booking Fee”). Hoopla will retain the Service Fee, Booking Fee and, if applicable, any payment processing fees prior to paying the remainder to the applicable Experience Creators.

Payment Terms: Customers and Experience Creators will be required to provide information regarding their credit card or other payment instrument or bank account in order to make and receive payments via the Platform. All payments for services must be purchased and fully paid for prior to receiving any services from an Experience Creator. You represent and warrant to Hoopla that such information is true and that you are authorized to use the payment instrument or provide the applicable bank account information for purposes of automatic clearing house (“ACH”) payment, as applicable. You will promptly update your account information with Hoopla or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. When payment is due under a Service Plan, Hoopla will charge the Customer’s payment instrument on file in accordance therewith, and the Customer hereby authorizes Hoopla to charge such payment instrument for the applicable amounts. So long as an Experience Creator has completed the steps necessary to set up a direct deposit account and provided those details to Hoopla, Hoopla will remit payment to the Experience Creator via direct deposit after Hoopla receives the payment from the applicable Customer (less the Service Fee, Booking Fee, and payment processing fees). You will ensure that you have sufficient funds or credit (as applicable) associated with the selected method of payment. You understand that the amounts charged or debited may vary and that this authorization will remain in effect until the termination of your account or mutual acceptance between an Experience Creator and Customer of an alternative Service Plan. If an ACH payment is returned from the applicable bank account for insufficient or uncollected funds or for erroneous information, Hoopla may reinitiate the returned ACH debit to the applicable bank account. Any amounts owed to Hoopla that cannot be collected by ACH debit may be charged to any backup credit card on file.

Payment Processing: Notwithstanding any amounts owed to Hoopla hereunder, HOOPLA DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment from Customers and to Experience Creators via bank account, credit card, or debit card, Hoopla uses Stripe, Inc. and its affiliates (“Stripe”) and other third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors. The services made available by Stripe are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Platform also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Platform. Please contact the applicable Payment Processor for more information. Hoopla assumes no liability or responsibility for any payments you make through the Platform.

Disputes and Refunds: If you are an Experience Creator and dispute any retained Service Fees, you must let Hoopla know within sixty (60) days after the date that Hoopla retains such Service Fees or charges you. If you are a Customer and dispute any charges, you must contact the applicable Experience Creator directly. Unless expressly agreed in writing by Hoopla, payments made by you hereunder (including Service Fees and Booking Fees retained by Hoopla) are final and non-refundable, unless otherwise determined by Hoopla. Hoopla will not be liable for any charges agreed upon between a Customer and a Service.

Limited Use: Unless otherwise expressly authorized herein or in the Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any competitive purposes, any portion of the Platform, use of the Platform, or access to the Platform. If you are entering into these Terms of Service as an individual, the Service is only for your personal use. If you are entering into these Terms of Service on behalf of an entity, the Platform is only for your internal business purposes.

Non-Circumvention: You agree to exclusively use the Platform to make payments for services that arise out of a Customer-Experience Creator relationship you made through the Platform for one years from the date you first established the relationship. You acknowledge and agree that a substantial portion of the compensation Hoopla receives for making the platform available to Experience Creators and Customers is collected through the Service Fee and Booking Fee previously described and that in exchange a substantial value to you is the services booked with the Customers or Experience Creators identified through the Platform (the “Hoopla Relationship”). Hoopla only receives the Service Fee and Booking Fee when a Customer and the Experience Creator pay and receive payment through the Platform.
Therefore for 12 months from the start of a Hoopla Relationship (the “Non-Circumvention Period”), you agree to use the platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with the Customer, Experience Creator or arising from that relationship and not to circumvent the payment methods offered on the Platform, unless you pay a fee that is agreed upon by Hoopla to take the relationship off of the Platform (the “Conversion Fee”)
. If you use the Platform as an employee, agent, or representative on behalf of an entity, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the entity or its successor when acting in the capacity of an Experience Creator with respect to the Customer. If you, or the entity you represent, did not identify and were not identified by another person through the platform, such as if you and the Customer worked together before meeting on the Platform, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:

Offer or solicit or accept any offer or solicitation from parties identified through the Platform to book, invoice, pay, or receive payment in any manner other than through the Platform.
Invoice or report on the Platform or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between the Customer and the Experience Creator.
Refer a Customer you identified on the Platform to a third party who is not an Experience Creator on the Platform for purposes of making or receiving payments other than through the Platform.

You agree to notify Hoopla immediately if a person suggests making or receiving payments other than through the Platform in violation of this Section or if you receive unsolicited contact outside of the platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Hoopla to support@hoopla.com.

You acknowledge and agree that a violation of this Non-Circumvention provision is a material breach of the Terms of Service, and may result in your account being permanently suspended and charged the Conversion Fee (defined above). This Non-Circumvention provision still applies if you choose to cease using the platform, and you must pay the Conversion Fee for each other Customer you wish to continue working with after you cease using the Platform.

Mobile Services and Software

Mobile Services: The Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Platform via a mobile device and (ii) the ability to browse the Platform and the Site from a mobile device, and may also include the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Platform through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Hoopla and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Hoopla account information to ensure that your messages are not sent to the person that acquires your old number.

Mobile App License: Subject to these Terms of Service, Hoopla hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

Ownership; Restrictions: The technology and software underlying the Platform or distributed in connection therewith are the property of Hoopla, its affiliates, and its licensors including the Mobile Apps (if applicable), the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Hoopla.

Special Notice for International Use; Export Controls:
Hoopla is headquartered in the United States.
If you access or use the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Third-Party Distribution Channels: Hoopla offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Platform, you agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Software:

With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

Hoopla and you acknowledge that these Terms of Service are concluded between Hoopla and you only, and not with Apple Inc. (“Apple”), and that as between Hoopla and Apple, Hoopla, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Hoopla’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Hoopla and you acknowledge that Hoopla, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Hoopla and Apple, Hoopla, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Hoopla as follows: support@hoopla.com
2930 Westwood Blvd. Suite 100
Los Angeles CA 90064
You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
Hoopla and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

Google-Sourced Software:

The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Hoopla only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Hoopla, and not Google, is solely responsible for Hoopla’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Hoopla’s Google-Sourced Software.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Platform may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Hoopla, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Platform in accordance with these Terms of Service. Any use of the Platform or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Hoopla name and logos are trademarks and service marks of Hoopla (collectively the “Hoopla Trademarks”). Other Hoopla, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Hoopla. Nothing in these Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Hoopla Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Hoopla Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Hoopla be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Hoopla does not pre-screen content, but that Hoopla and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Hoopla and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Hoopla, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to the User Content, including all copyrights and rights of publicity contained therein. You hereby grant Hoopla and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Platform and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. Without limiting the foregoing, Hoopla may use the data and information within the User Content to derive insights and analytics, and may generate and provide Customers with third party service recommendations. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Hoopla and its third-party service providers to derive statistical and usage data relating to your use of the Platform (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform (“Submissions”), provided by you to Hoopla are non-confidential and Hoopla will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Hoopla may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Hoopla, its users, or the public. You understand that the technical processing and transmission of the Platform, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Hoopla respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Hoopla of your infringement claim in accordance with the procedure set forth below.

Hoopla will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Hoopla’s Copyright Agent at support@hoopla.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at:

2930 Westwood Blvd, Suite 100
Los Angeles CA 90064

To be effective, the notification must be in writing and contain the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice:

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Hoopla will send a copy of the counter-notice to the original complaining party informing them that Hoopla may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Hoopla or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:

In accordance with the DMCA and other applicable law, Hoopla has adopted a policy of terminating, in appropriate circumstances and at Hoopla’s sole discretion, the accounts of users who are deemed to be repeat infringers. Hoopla may also at its sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites

The Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Platform via various online Third-Party Services, such as social media and social networking services like Google or Facebook. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Platform, please see our Privacy Policy. Hoopla has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Hoopla, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Hoopla enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Platform are between you and the third party. Hoopla will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Hoopla, its affiliates, and its and their respective officers, employees, directors, experience creators, licensors, and agents (collectively, the “Hoopla Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform (including your use or provision of services), any User Content, your connection to the Platform, your violation of these Terms of Service, or your violation of any rights of another. Hoopla will provide notice to you of any such claim, suit, or proceeding. Hoopla reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Hoopla’s defense of such matter. You may not settle or compromise any claim against the Hoopla Parties without Hoopla’s written consent.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE HOOPLA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE HOOPLA PARTIES MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

THE HOOPLA PARTIES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PLATFORM. HOOPLA WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY SERVICE PROVIDERS AND CUSTOMERS. SERVICE PROVIDERS AND CUSTOMERS EXPRESSLY WAIVE AND RELEASE HOOPLA FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE EXPERIENCE CREATOR OR CUSTOMER. BECAUSE HOOPLA IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY SERVICE PROVIDED BY THE SERVICE PROVIDERS, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE THE HOOPLA PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE QUALITY OF THE SERVICE PROVIDERS SCHEDULED THROUGH THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE SERVICE PROVIDER WHO ULTIMATELY PROVIDES SUCH SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE PLATFORM, YOU MAY BE EXPOSED TO SERVICES PROVIDED BY SERVICE PROVIDERS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE HOOPLA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE HOOPLA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS, CONTENT, OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; (E) THE ACTS OR OMISSIONS OF THE APPLICABLE CUSTOMERS AND EXPERIENCE CREATOR AND THE SERVICES PERFORMED BY SUCH EXPERIENCE CREATOR OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL THE HOOPLA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID HOOPLA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration – For Users Entering into these Terms of Service as Individuals

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to ArbitrateThis Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” If you are entering into these Terms of Service as an individual (as opposed to on behalf of an entity), you agree that any and all disputes or claims that have arisen or may arise between you and Hoopla, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Platform, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Hoopla are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND HOOPLA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND HOOPLA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution Hoopla is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@hoopla.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Hoopla should be sent to 2930 Westwood Blvd. Suite 100, Los Angeles CA, 90064 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Hoopla and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Hoopla may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Hoopla or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Hoopla is entitled.
Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.Unless Hoopla and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Hoopla agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Company or you under the AAA Rules, Company and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
Future Changes to Arbitration Agreement Notwithstanding any provision in these Terms of Service to the contrary, Hoopla agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending Hoopla written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Dispute Resolution By Binding Arbitration – For Users Entering into these Terms of Service on behalf of an Entity

You and Hoopla intend that these Terms of Service are to be construed and enforced in accordance with the laws of the State of California without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of these Terms of Service. Any dispute, claim, or controversy arising out of or relating in any way to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined through confidential binding arbitration in Los Angeles, California before one arbitrator. The confidential binding arbitration shall be administered by AAA pursuant to its Commercial Arbitration Rules, and you and Hoopla shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction.

Termination

You agree that Hoopla, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including for lack of use or if Hoopla believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. Hoopla may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Hoopla may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Hoopla will not be liable to you or any third party for any termination of your access to the Platform.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and Hoopla will have no liability or responsibility with respect thereto. Hoopla reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Hoopla governing your access and use of the Platform, and supersede any prior agreements between you and Hoopla with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Hoopla submit to the personal and exclusive jurisdiction of the state and federal courts located within county of Los Angeles, California. The failure of Hoopla to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Hoopla, but Hoopla may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform. Hoopla will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Hoopla’s reasonable control.

Notice for California Users

If you entered into these Terms of Service as an individual (and not on behalf of an entity), the following applies: Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Hoopla, Inc., 2390 Westwood Blvd. Suite 100, Los Angeles, 90064 and 1-877-466-7520.

U.S. Government Restricted Rights

The Platform is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Platform (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Platform (including the Software). o