Effective Date: April 1, 2018
Thank you for your interest in HOOCHBLACK HOOCH (“HOOCH” “we,” “our,” “us”) provides its Service (as defined below) to you (“you” or “your”) through its app subject to these Terms of Service (“Agreement”).
- Acceptance of Terms
1.1 This Agreement constitutes a binding legal contract that governs purchase and ongoing use and access of the Service. You must complete the application/registration form and accept the terms of this Agreement before you may access or use the Service. You can accept the terms of this Agreement by either: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Service.
1.2 By accepting this Agreement, or by accessing or using the Service or the Site, you represent and warrant the following:
(a) You are at least 21 years old and have the legal capacity to be bound by this Agreement;
(b) all registration information you submit is truthful and accurate; and
(c) If you are accepting this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to the entity.
1.4 We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our Site, or such other reasonable means. You can find the most recent version of this Agreement at https://www.HOOCH.co/terms with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to cancel your account and cease use of the Service. Your continued access and use of the Service, including the continued use or enjoyment of any Incentives offered through the Service, following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.
- The HOOCHService
2.1 Our service consists of access to our Mobile App and the platform contained therein in which we make certain incentives and discounts to products and services (the “Incentives”) offered by a wide range of participating merchants and vendors (“Vendors”) available to you (the “Service”). Subject to and conditioned on your compliance with the terms of this Agreement, you shall have a non-exclusive, non-transferable, non-sublicensable, limited right, during the Term to access and use the Service.
- Use of the Service
3.1 Acceptable Use. You agree that you will not (and will not permit or encourage any Users or other third party to) directly or indirectly:
(a) Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;
(b) Use the Service in violation of any federal, state, local, or international laws or regulations;
(c) Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to the Service without our prior written consent;
(d) Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Site, Service, and/or our computer systems;
(e) Attempt to gain unauthorized access to the Service or to another User’s account or any related systems or networks;
(f) Take screenshots or videos of the Site and/or Service in order to share the information with one of our competitors or a company seeking to create and/or offer services similar to the Service;
3.2 Notice of Unauthorized Use. You will immediately notify us of any unauthorized use of your account or the Service that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use.
- Changes and Updates to the Service
You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any and all Incentives, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. HOOCH does not guarantee the availability of the Service and/or any of the Incentives or Discounts contained therein, and they are all subject to change at any time without notice.
- User Account(s)
5.1 Account Registration. To obtain access to the Service as a User, you are required to complete an application providing your name, email address and other information and create a login to the app. When registering as a User you must meet the conditions set forth in Section 1.2 above, including: (a) providing true, accurate, current and complete information about yourself as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your User account login is personal to you and may not be shared or used by anyone else. However, subject to the terms of this Agreement, you may add or create separate logins for as many Users as you would like.
- Payment Terms
6.1 Service Fees. You will pay us the fees for the Service (“Service Fees”) in accordance with the then current payment and pricing terms set forth at https://hoochblack.com/ (or such URL as we may provide) which is incorporated by reference into this Agreement. All payments shall be made by credit card or such other payment methods that we may make available in the future at our sole discretion. You understand that we will automatically charge your credit card annually in advance unless and until you cancel your account. All payment obligations are non-cancelable and non-refundable. We may assess a late charge if you do not pay the Service Fees on time. We may suspend or cancel your Service if you fail to pay the Service Fees in full on time.
- Cancellation and Termination
7.1 Term. This Agreement is effective and you will continue to be billed for the Service until we terminate your account or you properly cancel your account in accordance with this Agreement (“Term”).
7.2 Termination. You are solely responsible for properly canceling your account. You may cancel your account at any time by sending us an email at [email protected] . All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We reserve the right to in our sole and absolute discretion, to temporarily suspend access to the Service (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of HOOCH’s network, hardware, or associated systems or those of its third party providers; (c) failure by you to timely pay the Service Fees; or (d) the actual or suspected violation of this Agreement.
7.3 Effect of Termination. Upon termination of this Agreement or cancellation of your account, all licenses and other rights granted to you hereunder will immediately terminate and you will lose access to and will cease all use of the Service (including all Incentives and or discounts offered through the Service). For avoidance of doubt, you understand and agree that any Incentives that you obtained through the Service during the Term may not be used beyond the termination of this agreement or cancellation of your account.
- Third Party Linked Service and Content
The Site, APIs, and Service may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When you engage a third party’s website or service which is linked to the Site and/or Service, you are interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All Incentives that you pursue or other transactions you engage in using the Service are between you and the transacting party. HOOCH is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. HOOCH shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.
- Proprietary Rights
9.2 Trademarks. The Site and/or Service contain valuable trademarks owned and used by us to distinguish the Site and Service from those of others. The Site and/or Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing on the Site and/or Service. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark.
In connection with this Agreement, you may receive or have access to Confidential Information of HOOCH. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement, and all technical and non-technical information concerning or related to HOOCH’s or its affiliates’ respective products, services, and general business operations, information of or concerning HOOCH’s or its affiliates’ users or employees, and any and all data, information and materials related to any of the foregoing. You agree that you shall not disclose Confidential Information to any third party, except to your employees who have a need to know and are bound by written confidentiality obligations no less restrictive than these. Confidential Information remains the sole and exclusive property of HOOCH.
- Electronic Communications
By registering for the Service, you understand that we may send you or your Users communications or data regarding the Service, including but not limited to updates, and promotional information and materials regarding the Service, all in electronic form via the email address you specified when you registered. You may unsubscribe your members from such communications by contacting us at [email protected] anytime.
- Disclaimer of Warranties
WE PROVIDE OUR SERVICE TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICE (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, HOOCH DOES NOT WARRANT THAT ACCESS TO THE SERVICE OR SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. HOOCH MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE VENDORS OR ADVERTISERS LISTED ON THE SITE. ACCORDINGLY, HOOCH IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
You agree to indemnify, defend, and hold harmless HOOCH, its subsidiaries, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, or (b) your violation of applicable laws, rules, or regulations in connection with the Service.
- Limitation of Liability
14.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HOOCH, OR ITS OFFICERS, OR EMPLOYEES, BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
14.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HOOCH, AND ITS OFFICERS, EMPLOYEES, AND VENDORS MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO HOOCH IN THE TWO MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
15.1. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement).
15.2. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.
15.3. Independent Contractors. This Agreement does not create a joint venture, agency, or partnership between the Parties; instead, the relationship between the Parties is that of independent contractors.
15.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.
15.5 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its principles regarding conflicts of law.
15.6 Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
15.7 Survival of Terms. Sections 3, 6 through 10, and 12 through 15 shall survive termination of this Agreement. After your subscription to the Service has terminated, any and all additional terms not listed in the foregoing sentence that by their nature may survive termination of this Agreeement shall be deemed to survive such termination.