Termination
Hoop Driveshall have the right to terminate your use of the Website and/or your Membership privileges any time for any reason, including, but not limited to, your breach of these Terms of Use, your breach of the points rules or your violation of any law, including, without limitation, violations of our intellectual property rights or the intellectual property rights of a third party, or violation of other applicable laws and regulations. Following any such termination, Hoop Drive shall have no further obligations, responsibilities, or liabilities to you or any third party. Notwithstanding anything to the contrary contained herein, in the event that Hoop Drive terminates your use rights, HoopDrive shall in no way be precluded from pursuing any and all of its additional rights and remedies, either at law or in equity, for any claims, damages, awards, costs and liabilities occasioned by such breach or violation.

Prohibited Activities
Without intending to be exhaustive or limit in any way our right to determine whether any act, omission or conduct of any kind violates any aspect of these Terms of Use, you agree that you will not engage in or use the Website or the Service in any way to commit, encourage or promote any of the following prohibited activities and that Hoop Drive shall have the right to take action, up to and including terminating your use of the Website, the Service, and/or your Membership, at any time based on such activity:

You or anyone acting on your behalf or for your benefit may not create or use multiple, fake or temporary e–mail accounts, messages or related means, including, without limitation, creating or using websites or programs specifically designed to solicit information from individuals for purposes of inviting members, hacking into our system or creating or using programs to specifically circumvent proper and authorized use of our Website and its functionality for any purpose in conjunction with sending invites, earning points or otherwise utilizing Website functionality and features.

You may not sell to or purchase from another Member or prospective member, whether directly or indirectly, Member accounts and/or associated e–mail addresses, points, except as expressly authorized by Hoop Drive, the ability Hoop Drive provides now or in the future to earn or acquire points, including without limitation, exchanging cash, property, or anything of value for your or another Member’s posting or using one.

You may not sell or purchase invitations for membership (via an e–mail invitation website or otherwise).

You may not abuse, manipulate, or engage in any activity related to Hoop Drive’ policies, practices or offerings to wrongfully earn or acquire points, goods or services of any kind through Hoop Drive or another party.

You may not post, share or communicate in any manner via the Website or the Service any information or content that is defamatory, libelous, threatening harm or injury of any kind, harassing, discriminatory, unlawful, obscene, indecent and/or contains pornography or “adult” content or graphic or gratuitous violence.

You may not impersonate any person or entity, including, but not limited to, a Hoop Drive representative, moderator, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Service.

You may not upload, post, email, transmit or otherwise make available any Submission containing content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights (“Rights”) of any party.

You may not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of improper solicitation, except in those areas that are designated for such purpose or any material that 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.

• You may not disrupt the normal flow of online dialogue, cause a screen to “scroll” faster than other Users of the Service are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges.You may not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.You may not intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

  You may not provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

  You may not “stalk,” solicit, or harass another and/or collect or store personal data about other Users in connection with any of the prohibited activities set forth.

  You may not use, promote, or enable others to use or promote any device, software or routine that is intended to or likely to damage or interfere with the proper working of the Website or involves the use of deception, false information, fraud, manipulation, avoidance, or cheating of any kind, including, without limitation, creating or utilizing programs, scripts, bots, or any method to mimic, fake or otherwise improperly simulate actual user activity on the Website, or to surreptitiously intercept or expropriate any system, data, images or other multimedia elements or personal information from the Website. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, transmits or is intended to transmit unsolicited mass mailings or transmits or is intended to transmit any illegal, obscene, sexually explicit, “adult” or otherwise inappropriate content via the Website, including but not limited to denial of service attacks, auto–generation techniques, “spam”, or any other unsolicited overload technique.

  You agree that the nature of the Service and its use by you and others means that you may be exposed to Submissions that constitute prohibited activity or that you consider to be offensive, indecent, objectionable or otherwise inappropriate.  If you encounter such material, please let us know at info@hoopdrive.com.  You acknowledge that Hoop Drive may or may not pre-screen Submissions, but that Hoop Drive and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Submission that is available on the Website or via the Service.  Without limiting the foregoing, Hoop Drive and its designees shall have the right to remove any Submission that it or they determine violates the Terms or is otherwise objectionable. You also agree that you, not Hoop Drive, are entirely responsible for all Submissions that you and other users upload, post, email, transmit or otherwise make available via the Website or the Service.  In turn, you acknowledge and agree that Hoop Drive makes no guarantees, promises or representations of any kind regarding any Submission and that you must evaluate, and bear all risks associated with, your use of any Submission, including any reliance on its accuracy, completeness, quality or usefulness.   Under no circumstances will

  HoopDrive

  be liable in any way for any Submission, including without limitation, any errors or omissions therein or any loss or damage of any kind incurred as a result of the exposure to or use of any Submission a user makes available via the Website or the Service.

  At Hoop Drive, our membership is more than access to fabulous brands at amazing prices or discovering the coolest new music artists or videos. It’s more than joining a social network that puts its customers first and rewards its membership with points for making it thrive. It’s a community — of your friends, our friends and friends you’ve yet to make. So if you cheat the points system (including, but not limited to, assisting others in cheating the points system), you cheat the community, and for that you will lose your membership.
  
  General Practices Regarding Use and Storage

You acknowledge that Hoop Drive may establish general practices and limits concerning use of Website and the Service, including without limitation the maximum number of days that photos or other Submissions will be retained by the Service, the maximum number of photos that may be uploaded from an account on the Service, the maximum size of photos that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Hoop Drive’ storage devices on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Hoop Drive has no responsibility or liability for the deletion or failure to store any photos and other communications or other Submissions maintained or transmitted by the Service. You acknowledge that Hoop Drive also reserves the right to log off or delete accounts that are inactive for an extended period of time. You further acknowledge that HoopDrive reserves the right to modify these general practices and limits from time to time.

Linking and Third Party Content
The Website may contain links to third–party websites not under our control or operation. We provide any such links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. The Website may contain news, advertisements, content and information published by various third–party providers. Use of any such third–party content may be conditioned upon such third party’s terms and conditions.

Laws and Regulations

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding: (i) use of the Website and its Content and (ii) release of information to and retrieval of information from the Website. To the extent that any applicable taxes, duties, or other fees apply to your use of the Website, you are responsible for all such payments. We reserve the right to report any wrongdoing, if and when we become aware of it, and disclose any information contained in the Website, as applicable, to any applicable government agencies, all without liability to us.   Without limiting the foregoing rights, you consent and agree that Hoop Drive may access, preserve and disclose your account information and any Submission if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Use; (iii) respond to claims that any Submission violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Hoop Drive, its users and members, and/or the public.

 

Indemnification

 

You agree to indemnify, save, defend, reimburse and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees), etc. resulting from: (i) your use of the Website; (ii) your breach of any provision of these Terms of Use; (iii) the illegality, reliability, appropriateness, originality or copyright of any Submission; and/or (iv) your violation of any rights of another, whether by action or omission.

 

Compatibility

You acknowledge and agree that Hoop Drive, regardless of the device or form factor chosen, is not responsible for your software or browser compatibility and functionality, hardware, and/or network connections with the Website, or for your resulting access to, availability of, use of, and timing, receipt and accuracy of information transmitted to or received from the Website and its features.

 

Digital Millennium Copyright Act

Hoop Drive will respond to alleged copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). The Privacy Policy does not protect information that Hoop Drive may provide to third parties at its discretion or as required by law through copies of notices referenced below.

 

1. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following:

a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 

b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

 

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit HoopDrive to locate the material;

 

d. Information reasonably sufficient to permit HoopDrive to contact you, such as an address, telephone number, and, if available, an electronic mail address;

 

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

 

f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

2. Counter-Notice. If you believe that your 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 post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

 

1. Your physical or electronic signature;

 

1. 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;

 

1. A statement 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; and

 

1. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, NY, 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, Hoop Drive may send a copy of the counter-notice to the original complaining party informing that person that Hoop Drive may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Hoop Drive’s sole discretion. Please keep in mind that only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for support, and other communications should be directed to info@hoopdrive.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

 

Disclaimer of Warranties

HOOP DRIVE PROVIDES THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, UNLESS OTHERWISE SPECIFIED IN WRITING. HOOP DRIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, REGARDING YOUR USE OF THIS WEBSITE OR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS PROVIDED OR MADE AVAILABLE HEREIN OR THE AVAILABILITY OF THE WEBSITE ITSELF OR THE ACCURACY OF RESULTS OBTAINED THROUGH YOUR USE OF THE WEBSITE. WITHOUT INTENDING TO BE EXHAUSTIVE, AS PART OF THIS DISCLAIMER, HOOP DRIVE DOES NOT WARRANT THAT THE HOOP DRIVE WEBSITE OR ANY PORTIONS THEREOF WILL OPERATE UNINTERRUPTED OR ERROR-FREE, AND GIVES NOTICE THAT IT IS POSSIBLE THAT THE HOOP DRIVE WEBSITE OR ONE OR MORE PORTIONS THEREOF OR FEATURES OR SERVICES AVAILABLE THROUGH THE WEBSITE MAY BE OR BECOME INACCESSIBLE, UNAVAILABLE, OR INOPERABLE FROM TIME TO TIME.

Limitation of Liability

HOOP DRIVE SHALL NOT BE LIABLE TO YOU, AND YOU SHALL BE SOLELY RESPONSIBLE, FOR THE SELECTION, USE, AND SUITABILITY OF THE WEBSITE AND THE INFORMATION, CONTENT, MERCHANDISE AND EXPERIENCES PROVIDED VIA THE WEBSITE. HOOP DRIVE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL OR ANY OTHER DAMAGES IN CONNECTION WITH YOUR USE OF THE WEBSITE, OR PURCHASE OR USE OF PRODUCTS, MERCHANDISE, OR EXPERIENCES VIA THE WEBSITE (INCLUDING VIA REDEMPTION OF POINTS), INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA OR LOSS OF OR DAMAGE TO INFORMATION, PERSONAL INJURY OR PROPERTY DAMAGE, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, EVEN IF HOOPDRIVE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND/OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY HOOP DRIVE. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, HOOPDRIVE’ TOTAL LIABILITY, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED $50.
Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN THE SECTION ABOVE MAY NOT APPLY TO YOU.
Governing Law

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. Any claim, dispute or controversy arising out of, relating to or concerning the Service, your membership and/or these Terms of Use will be decided by binding arbitration in accordance with the Rules of the American Arbitration Association.  Any claim must be brought by you in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, with HoopDrive and you each bearing its and your own costs and legal fees related to the arbitration, regardless of whether you or HoopDrive prevails.  Regardless of any statute or law to the contrary, any claim or cause of action (whether arising in contract or tort, law or equity) by you must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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