HOOCH powered by TAP
Venue Terms & Conditions
LAST UPDATED: January 30, 2019
HOOCH Inc. (“HOOCH”, “we”, “us” and terms of similar meaning) provides this website (this site and any applications or other software provided by HOOCH, for use with the site or otherwise, collectively, the “Site”) to you the participating venue (“Partner”, “Venue”, “you” and terms of similar meaning) subject to these terms and conditions (these “Terms”).
HOOCH may change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Site, at any time and in its sole discretion. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site. You will be notified via email or other electronic communication means, and your continued participation after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your participation. The Terms will always show the ‘last updated’ date at the bottom. If you do not agree to any amended Terms, you must notify us in writing and request to be removed as a participating venue. If you have any questions about the Terms, please email us at the contact address below.
The various services we provide through the Site (collectively, “Services”) are for your own use only. You may not resell, lease or provide them in any other way to anyone else.
- Acknowledgement and Appointment
Venue acknowledges that HOOCH operates a private subscription membership based mobile app that provides certain benefits to its members, including but not limited to access to exclusive content, limited edition merchandise, special events, and promotions and discounts at venue establishments; and that HOOCH has integrated TAP COIN rewards based ecosystem into the App to enhance its marketing and advertising platform. Venue desires to partner for HOOCH’s services and thereby market and promote itself to HOOCH members. Venue hereby appoints HOOCH as its Independent Digital Marketer.
The initial term of this appointment shall be one (1) year, renewed automatically at additional one (1) year increments. The parties may mutually agree to terminate the agreement established by these Terms (“Agreement”) at any time prior to the end of the initial term. After the initial term, either party may terminate this Agreement with fifteen (15) days written notice to the other party. This Agreement shall be on a limited exclusivity basis, where HOOCH is the Venue’s sole Independent Digital Marketer that operates a subscription membership drink app. Notwithstanding the foregoing, the limited exclusivity shall not prevent the Venue from using existing services such as Yelp, FourSquare, OpenTable, etc., or engage in in-house promotional activities to provide service(s) to its customers.
- HOOCH Obligations
HOOCH agrees to use commercially reasonable efforts to promote and market Venue to its members, including but not limited to a) inclusion in its mobile app; b) inclusion in its web site; c) inclusion in its newsletter when Venue first appears in app, and throughout the Term at HOOCH editorial team’s discretion; d) one (1) minimum of street team or membership promotional event during the initial term of the agreement, and additional event(s) at HOOCH promotional team’s discretion; e) share Venue specific user demographic and behavior data on a monthly basis, and Venue’s promotions and discount redemption data on a daily basis upon request, or provide real-time access to Venue data via HOOCH Venue extranet when available; f) provide additional advanced marketing and promotional services on a case-by-case basis.
- Venue Obligations
Venue agrees to use commercially reasonable efforts to provide and honor standard HOOCH member services, including but not limited to a) allow inclusion in the HOOCH mobile app; b) allow inclusion in the HOOCH web site; c) provide photos of food, drinks, venue and logo as requested and allow inclusion in any HOOCH promotional material to its members; d) (i) if not further prohibited by State Alcoholic Beverage Control (“ABC”) Law, provide one complimentary drink per visit to a limited number of qualified members, or (ii) in some states such as New York where ABC laws and regulations prohibit a Venue from providing a free drink to a customer without the purchase of another drink, allow HOOCH members to purchase at least one additional drink at no less than the same regular retail price of the complimentary drink, or (iii) in states such as California where ABC laws and regulations prohibit a Venue from providing a free drink to a customer on a systematic basis, allow HOOCH members to receive exclusive access to promotions and discounts, the amount of which remain subject to the Venue’s sole discretion; e) elect to participate on a case-by-case basis in special HOOCH promotions to allow additional promotional membership services; f) properly train and educate its bar and wait staff, or allow HOOCH team to train and educate its bar and wait staff on the usage of the HOOCH app; g) if available, provide an entry in Venue’s Point-Of-Sales system to track HOOCH members’ promotions and discount redemptions, and provide monthly reports to HOOCH upon request. Notwithstanding the foregoing, the Venue shall have sole discretion and responsibility to enforce its standard entry and service policies for its clients, as well as the enforcement of the purchase of additional drinks by HOOCH members in States where required by law. Being part of the HOOCH membership or possessing the HOOCH app does not automatically guarantee entry or service by the Venue by HOOCH members. Venue may in its sole discretion enforce guidelines for acceptable behaviors, as long as such guidelines are applied to HOOCH members and non-HOOCH members alike.
No compensation shall be paid by Venues to HOOCH in consideration for any standard services rendered by HOOCH as its Independent Digital Marketer. Venues may elect to participate on a case-by-case basis in special HOOCH promotions and access advanced data analytics and marketing software. HOOCH derives its revenue through fees collected from members for membership fees. Such membership fees are strictly for private access to the HOOCH software, content, and recommendations. No compensation or sharing of membership fees shall be paid by HOOCH to Venues.
- TAP TOKEN Rewards Program
Venue Partner agrees to participate in the HOOCH powered by TAP Rewards program and incorporate TAP rewards into its day to day business as outlined in Exhibit A.
By agreeing to become a participating venue, you give HOOCH permission to use Venue name, logo, likeness, images, or other publicly available information (the “Venue IP”) in connection with HOOCH product(s) and promotion(s). Notwithstanding the foregoing, any content or material furnished by the Venue including the Venue IP shall be deemed approved for use and shall be solely owned by Venue.
You expressly authorize Hooch’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.
- Independent Contractor and Vendor
The parties acknowledge and confirm that there is no relationship of principal to agent, employer to employee or franchisor to franchisee established between the parties. Venue further acknowledges that HOOCH has its own independently established business which is separate and apart from the Venue’s business. HOOCH at all times shall be considered an independent contractor with respect to its relationship with Venue. Each party acknowledges that neither this Agreement nor the provision of services set out herein entitle or shall be construed to entitle HOOCH or Venue to any benefit, privilege or other amenities of employment with the other party.
Any information that Venue obtains concerning HOOCH, as well as any and all materials, ideas, plans, techniques and accounts, products, business, customers, methods of operation as well as any and all data, summaries, reports or information, whether written or oral, furnished by any party to the other party constitute “Confidential Information.” Each party covenants and agrees that none of them will disclose to any third party, or use for that party’s own purposes, any Confidential Information of the other party, except:
- at the other party’s written direction;
- if the information becomes public through no fault of the other party;
- as required by law, a subpoena or order or a court or any other governmental agency, and then only to the minimum extent necessary to comply with such law, subpoena or order; or
- as may be necessary to perform the requirements of this Agreement.
including, disclosing such Confidential Information to such party’s legal and financial advisors as well as (in the case of Venue’s Confidential Information) the HOOCH’s manager, to the extent that such individuals need to have knowledge of the Confidential Information, are informed by such party of the confidential nature of the Confidential Information and, such individuals agree to keep such Confidential Information confidential and not disclose it to any other third parties.
- Limitation of Liability and Indemnification
You waive and shall not assert any claims or allegations of any nature whatsoever against HOOCH, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in anyway relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site. You use the Site, the Content and the Services entirely at your own risk.
Without limitation of the foregoing, neither HOOCH nor any other Released Party shall be liable for any direct, special, indirect, exemplary, consequential, punitive damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of data, loss of good will, data, or other intangible losses or other economic loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site, the Services or the Content, including without limitation any damages caused by or resulting from: (i) your use or inability to use the Site or the Content or any Services; (ii) any third party claims that the use by you of the Content, the Site or any of the Services violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Site, the Services or the Content, whether related to mistakes, errors, omissions, interruptions, defects, delays in operation or transmission, deletion of files or email, computer viruses or any failure of performance (whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to HOOCH or any other Released Party’s records, programs or services); (iv) any damages arising from communications or transactions with other Users of the Site, whether through blogs, the Services or otherwise, or persons that you meet through the Site; or (v) any other matters relating to this Site, any User Submissions (as defined below), the Content or the Services, based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not HOOCH had any knowledge, actual or constructive, that you might incur such damages.
In no event shall the aggregate liability of HOOCH, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation paid by you for access to or use of the Site, the Content or the Services during the three (3) months prior to the date of any claim.
You shall fully defend, indemnify and hold harmless HOOCH and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site and from the use of the Site by any person to whom you give access to your account, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party.
- Applicable Law and Venue
You and HOOCH explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the State of Delaware and the federal laws of the United States applicable therein.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to:
- these Terms;
- the Site, the Services or Content;
- oral or written statements, advertisements or promotions relating to these Terms or to the Site; or
- the relationships that result from these Terms, the Site, the Services, or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts).
Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against HOOCH related to any Claim and, where applicable, you also agree to opt out of any class proceedings against HOOCH. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in the State of Delaware. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
- Termination/Modification of License And Site Offerings
Notwithstanding any provision of these Terms, HOOCH reserves the right, in its sole discretion, without any liability to you, with electronic email notice to immediately:
- terminate your license to participate in the partnership program, or any portion thereof;
- block or prevent your future access to and use of all or any portion of the Site, the Services or Content;
- change, suspend or discontinue any aspect of the Site, the Services or Content; and
- impose limits on the Site, the Services or Content
- Electronic Contracting and Notice
Your affirmative act of using this Site and/or registering for the Site constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.
- WAIVER. Any failure by HOOCH to exercise any right granted herein upon the occurrence of any contingency set forth in this Agreement will not in any event constitute a waiver of any such right upon the recurrence of any such contingency.
- INDEPENDENT LEGAL ADVICE. Venue acknowledges that it is aware that it has the right to obtain independent legal advice before signing this Agreement. The Venue hereby acknowledges and agrees that either such advice has been obtained or that it does not wish to seek or obtain such independent legal advice. Venue further acknowledges and agrees that it has read these Terms and fully understands the terms and any agreements between the parties. Venue further acknowledges and agrees that all such terms are reasonable and that it has signed this Agreement freely, voluntarily and without duress.
- AGREEMENT NOT ASSIGNABLE. Venue may not assign this Agreement or any part hereof without the prior written consent of HOOCH. Subject to the foregoing, any agreement between the parties shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and HOOCH regarding your use of the Site, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and HOOCH regarding your use of the Site. The headings used in these Terms are included for convenience only and have no legal or contractual effect and will not affect the construction or interpretation of these Terms. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.
- Questions and Comments
If you have any questions regarding these Terms or your use of the Site, please contact us at:
119 W. 24th Street FL4
New York, NY 10011