BUSINESS TERMS & CONDITIONS
LAST UPDATED: [25/07/2018]
The following terminology applies to these Business Terms and Conditions("Terms"), Privacy Statement and any disclaimer notice and any or all Agreements: "Merchant", “You” and “Your” refers to you, the person accessing this website and accepting the Company’s business terms and conditions. "The Company", “Ourselves”, “We” and "Us", refers to our Company, HoopApp Limited with registration number 10884024. Company’s registered address is 21 Barker Street, Stanley, Wakefield, WF34BN. “Party”, “Parties”, or “Us”, refers to the merchants and ourselves. These terms and conditions govern your use of HoopApp's website, products and services (collectively, the "Services"), so please read them carefully.
HoopApp offers a mobile phone application which allows merchants to provide loyalty programs and rewards directly to consumers through a smartphone application, and provides Merchants with programs and applications to track consumers’ use thereof. These Terms and Conditions govern Merchants access and use of the Services and the Applications.
Please read these Terms carefully.
By signing up to HoopApp you agree to be legally bound by the following terms and conditions.
Using our services
You may use our Services only if you can form a binding contract with Company. No use of the Services is permitted by those under the age of majority. If you are using the Services on behalf of any entity, then you are agreeing to the Terms on behalf of that entity.
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. Except in the context of browsing or accessing our Services in accordance with these Terms, you may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
Our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
Intellectual Property Rights:
HoopApp Intellectual Property includes without limitation all the intellectual property rights in or related to (a) HoopApp Beacon, (b) HoopApp mobile application, (c) HoopApp website, (d) HoopApp marketing material, (e) HoopApp services, (f) all trade names, trademarks and logos of HoopApp, (h) all data collected by HoopApp’s servers shall remain solely under the ownership of HoopApp Limited.
HoopApp hereby grants to the Merchant a non-exclusive, non-transferable right to use the Services and the Documentation during the Subscription Term solely for the Merchant’s business operations.
The Merchant shall not:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
attempt to reverse compile, disassemble or reverse engineer all or any part of the Software; or
access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties except Subscribers; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Services and/or Documentation available to any third party.
Merchant shall use the Services for lawful purposes only. Merchant shall not post or transmit through the website or App any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without HoopApp's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Merchant that in HoopApp's discretion restricts or inhibits any other Merchant from using or enjoying the Services will not be permitted.
The website and Apps contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of HoopApp.co.uk and the App are copyrighted as a collective work under the copyright laws. HoopApp Ltd owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Merchant may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Merchant may download copyrighted material for Merchant's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of the Company and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Merchant acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
Merchant shall not upload, post or otherwise make available on the website or App any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Merchant. Merchant shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
Some of our Services allow you to download a software (the "App") which may update automatically; you agree that these Terms will apply to such upgrades. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
Certain confidential information may be passed between HoopApp and the Merchant, and vice versa. The receiving or disclosing party are responsible for marking material as confidential and treating it as such. The receiving party should not make the other’s confidential material available to any third parties, unless required by law. Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms. Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
Limitation of Liability
Except as expressly and specifically provided in these Terms the Merchant assumes sole responsibility for results obtained from the use of the Services. HoopApp shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to HoopApp by the Merchant in connection with the Services, or any actions taken by HoopApp at the Merchant’s direction.
HoopApp neither excludes nor limits its liability for death or personal injury caused by its own negligence or any other liability the exclusion or limitation of which is expressly prohibited by law.
HoopApp shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
HoopApp accepts no responsibility or liability for claims against the Merchant from customers.
To the extent permitted by law, the total liability of THE Company, and its affiliates, suppliers and distributors, for any claim arising out of or relating in any manner to the use of the services, is limited to the amount you paid us to use the services to which such claim relates in the 12 month period preceding the filing of such claim.
The contract regarding the redemption of Hoops (loyalty stamps) and the provision of goods and services from the Merchant is between the customer who has obtained Hoops by consuming services and the Merchant. It is NOT with HoopApp. Accordingly, HoopApp is not responsible for any disagreement with a customer with regard to goods or services in return for Hoops that the customer may have accumulated.
You agree to defend, indemnify and hold harmless Company, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable solicitors' fees) arising out of or related to any Merchant Content you post, store or otherwise transmit on or through the Services or your use of or inability to use the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the Merchant Content, your conduct, your violation of these Terms or your violation of the rights of any third party.
Charges and Payment
The Merchant shall pay the Fees to HoopApp in accordance with the Merchant Contract.
Subject to the Merchant contract, payment will be made automatically via Direct Debit if the Merchant is set up with a monthly / yearly subscription. HoopApp shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
Loss, theft or damage of the HoopApp tablet whilst under Contract will result in a replacement fee to the Merchant of £80.00.
All amounts and fees stated or referred to in these Terms are (a) non-cancellable and non-refundable; and (b) are exclusive of value added tax or other applicable sales taxes, which shall be added to HoopApp’s invoice(s) at the appropriate rate.
In the event that you no longer wish to use Our services or be bound by the terms, you should contact us and request a cancelation of your account.
HoopApp reserves the right to terminate the Service and/or your use of the Service at its discretion without notice.
If these Terms are terminated for whatever reason, the Merchant shall not be entitled to any refund of any Subscription Fees paid by the Merchant in advance.
On termination of these Terms for any reason:
(a) the Mechant shall return (at their own cost) and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to HoopApp;
(b) the Merchant will be allowed to extract their Merchant and transactional data for a period of ten days, after this period HoopApp may destroy or otherwise dispose of any of the Merchant data in its possession.
Failure to return equipment to HoopApp may result in the employment of a third-party collection company and the associated costs shall be paid by the Merchant as stated in clause ‘Cancellation’.
(a) does not warrant that the Merchant’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Merchant through the Services will meet the Merchant’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Merchant acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
Any notice required to be given under these Terms shall be in writing and shall be sent by e-mail to the other party at its address set out in the Merchant Contract (in the case of the Merchant) and the e-mail address on the Website for HoopApp.
Merchants may contact HoopApp with regard to the support for the Service by emailing or using other forms of communication as described on HoopApp’s website.