DESCRIPTION OF THE SERVICE
The Hopgrade, Inc service is a mobile-first, location-based service that provides a platform for users to buy and sell goods and services from each other, and to request particular goods and services from other users. Hopgrade, Inc may change, suspend or discontinue its service at any time, including the availability of any feature, database, or Content. Hopgrade, Inc may also impose limits on certain features and services or restrict your access to parts or all of the Hopgrade, Inc service without notice or liability. This service, along with all applications and websites through which the such service may be offered, and along with any content contained within such service (other than User Submissions (as defined below)) shall be referred to as the “Hopgrade, Inc Service”.
ACCESS TO THE SERVICE
YOU MUST BE AT LEAST 13 YEARS OLD TO USE THIS SERVICE. Hopgrade, Inc does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Hopgrade, Inc Service. If you are under 13, please do not attempt to register for the Hopgrade, Inc Service or send any information about yourself to us, including your name, address, telephone number, or email address. In the event that we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at email@example.com. If you are using the Hopgrade, Inc Service on behalf of a corporation or other entity, you represent and warrant to Hopgrade, Inc that you are authorized by such company to do so, and to bind such entity to the terms of this Agreement. This Agreement is void where prohibited by law, and the right to access the Hopgrade, Inc Service is revoked in such jurisdictions.
REGISTRATION AND SECURITY
As a condition to using some aspects of the Hopgrade, Inc Service, you may be required to register with Hopgrade, Inc and select a password and username (“Hopgrade, Inc ID”). You shall provide Hopgrade, Inc with accurate, complete, and updated registration information. You may not select or use as a Hopgrade, Inc User ID a name of another person with the intent to impersonate that person. Hopgrade, Inc reserves the right to refuse registration of or cancel a Hopgrade, Inc User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and for any activity that occurs on your Hopgrade, Inc account. If you use the Hopgrade, Inc Service as a buyer or a seller, you must also provide your phone number, email and payment information before purchasing items. You may also have the option to link a specified credit card, debit card, or other payment method account to your account. You may register with Hopgrade, Inc through your account with certain third- party services, including Facebook Connect (collectively, “Third-Party Authentication Services”). When you register through a Third-Party Authentication Service, you will be asked to login to the Hopgrade, Inc Service using] your Third-Party Authentication Service account credentials. By creating an account via your account with a Third-Party Authentication Service, you are allowing Hopgrade, Inc to access your Third-Party Authentication Service account information and you are agreeing to abide by the applicable terms and conditions of your Third-Party Service in your use of the Hopgrade, Inc Service via such Third-Party Authentication Service. You have the option to disable the connection between your Hopgrade, Inc account and Third-Party Authentication Service account at any time by accessing the Third-Party Authentication Service account and disconnecting access to the Service.
The Hopgrade, Inc Service, and the contents thereof, may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Hopgrade, Inc. Service (including, but not limited to text, graphics, articles, photographs, images, illustrations and User Submissions (as defined below) (collectively the “Content”) may be protected by U.S. copyright laws, international conventions, and other applicable copyright laws. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Hopgrade, Inc. Service, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. You may download or copy the Content for personal, non-commercial use only (or as otherwise expressly permitted within the Hopgrade, Inc Service), provided that you maintain all copyright and other notices contained in such Content. Unauthorized copying or storing of any Content is expressly prohibited.
License to Hopgrade, Inc: In the course of using the Hopgrade, Inc Service, you and other users may provide information which may be used by Hopgrade, Inc. in connection with the Hopgrade, Inc. Service and which may be visible to certain other users, (for example, by listing good and services for sale). You understand that by posting information or content on the Website or otherwise providing content, materials or information to Hopgrade, Inc. or in connection with the Hopgrade, Inc. Service (collectively, “User Submissions”), Hopgrade, Inc. hereby is and shall be granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit, reformat, modify, create derivative works of, excerpt, and translate such User Submissions (including all related intellectual property rights) in connection with the Hopgrade, Inc Service and Hopgrade, Inc’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Hopgrade, Inc. Service (and derivative works thereof) in any media formats and through any media channels. Content Guidelines: You will not contribute any Content or otherwise use the Hopgrade, Inc. Service in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without HopGrade’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Hopgrade, Inc.; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Hopgrade, Inc. reserves the right to remove any Content from the Hopgrade, Inc. Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Hopgrade, Inc. is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Hopgrade, Inc., remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Hopgrade, Inc. Service, and you warrant that you possess all rights necessary to provide such content to Hopgrade, Inc. and to grant Hopgrade, Inc. the rights to use such information in connection with the Hopgrade, Inc. Service and as otherwise provided herein. License to Other Users: You also hereby do and shall grant each user of the Hopgrade, Inc. Service a non-exclusive license to access your User Submissions through the Hopgrade, Inc. Service, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Hopgrade, Inc. Service and under this Agreement. For clarity, the foregoing license grant to Hopgrade, Inc. does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing. Third-party Websites: The Hopgrade, Inc. Service may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Hopgrade, Inc., or the Hopgrade, Inc. Service may be accessible by logging in through a Third Party Website. When you access Third Party Websites, you do so at your own risk. Hopgrade, Inc. has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. By using the Hopgrade, Inc. Service, you expressly relieve and hold harmless Hopgrade, Inc. from any and all liability arising from your use of any Third Party Website. No Guarantees: You understand that all information publicly posted or privately transmitted through the Hopgrade, Inc. Service is the sole responsibility of the person from which such content originated and that Hopgrade, Inc. will not be liable for any errors or omissions in any content. You understand that Hopgrade, Inc. cannot guarantee the identity of any other users with whom you may interact in the course of using the Hopgrade, Inc. Service. Additionally, Hopgrade, Inc. cannot guarantee the authenticity of any data which users or merchants may provide about themselves (except in connection with the [Hopgrade, Inc. Certified] program, which program may require your acceptance of separate terms and conditions). You acknowledge that all Content accessed by you using the Hopgrade, Inc. Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
SHARING REFERRAL LINKS
Referrals are only to be used for personal and non-commercial purposes in Canada and the United States, and only shared with personal connections that will appreciate receiving these invitations. Referral links should not be published or distributed where there is no reasonable basis for believing that all or most of the recipients are personal friends (such as coupon websites, Reddit, or Wikipedia).
If any provision in these terms are held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.
TERMINATION AND CHANGE
Hopgrade, Inc. reserves the right to suspend accounts if we notice any activity that we believe is abusive or fraudulent. We reserve the right to review and investigate all referral activities and to suspend accounts or modify referrals as deemed fair and appropriate. Updates to the Terms We can update these terms at any time without prior notice. If we modify these terms, we will post the modification on the Hop.life website, applications, or services, which are effective upon posting.
DISPUTES BETWEEN USERS
Your interactions with individuals and/or organizations found on or through the Hopgrade, Inc. Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties. 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 agree that Hopgrade, Inc. shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Hopgrade, Inc. is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Hopgrade, Inc., its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
ACCEPTABLE USE GUIDELINES
You are responsible for all of your activity in connection with the Hopgrade, Inc. Service. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Hopgrade, Inc. Service. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Hopgrade, Inc. Service. Use of the Hopgrade, Inc. Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Hopgrade, Inc. Service, or any processes that run or are activated while you are not logged on to the Hopgrade, Inc. Service, or that otherwise interfere with the proper working of or place an unreasonable load on the Hopgrade, Inc. Service infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Hopgrade, Inc. Service.
Hopgrade, Inc. has no special relationship with or fiduciary duty to you. You acknowledge that Hopgrade, Inc. has no control over, and no duty to take any action regarding: which users gain access to the Hopgrade, Inc. Service; what Content you access via the Hopgrade, Inc. Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Hopgrade, Inc. from all liability for you having acquired or not acquired Content through the HopGrade Service. The Hopgrade, Inc. Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Hopgrade, Inc. makes no representations concerning any content contained in or accessed through the Hopgrade, Inc. Service, and Hopgrade, Inc. will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Hopgrade, Inc. Service. Hopgrade, Inc. makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Hopgrade, Inc. Service. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Hopgrade, Inc. or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service.
THE SERVICES, CONTENT, WEBSITE, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICE, AND ANY SOFTWARE ARE PROVIDED ONAN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
INDEMNITY / LIMITATION OF LIABILITY
You will indemnify and hold Hopgrade, Inc., its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party arising out of your access to the Hopgrade, Inc. Service, use of the Hopgrade, Inc. Service, your breach of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Agreement shall remain in full force and effect while you use the Hopgrade, Inc. Service. You may terminate your use of the Hopgrade, Inc. Service at any time. Hopgrade, Inc. may terminate or suspend your access to the Hopgrade, Inc. Service or your account at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your account. Hopgrade, Inc. may also terminate or suspend any and all Hopgrade, Inc. Service and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Hopgrade, Inc. Service will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, indemnities, disclaimers, and limitations of liability. Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Hopgrade, Inc. has adopted a policy of terminating, in appropriate circumstances and at Hopgrade, Inc.’s discretion, users who are deemed to be repeat infringers. We also may, at Hopgrade, Inc.’s discretion, limit access to the Hopgrade, Inc. Service and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
COPYRIGHT INFRINGEMENT POLICY
Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicablevlaw, Hopgrade, Inc. has adopted a policy of terminating, in appropriate circumstances and at Hopgrade, Inc.’s discretion,vusers who are deemed to be repeat infringers. We also may, at Hopgrade, Inc.’s discretion, limit access to the Hopgrade, Inc. Service and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Copyright Complaints: If you believe that anything on the Hopgrade, Inc. Service infringes upon any copyright that you own or control, you may file a notification with Hopgrade, Inc.’s Designated Agent as set forth below:
Designated Agent: Hopgrade, Inc. Copyright Agent Address of Designated Agent: 205 W 9th St. Austin, TX 78704 Email Address of Designated Agent: firstname.lastname@example.org
Please see 17 U.S.C. Â§ 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Hopgrade, Inc. or the alleged infringer as the result of Hopgrade, Inc.’s reliance upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
ARBITRATION; GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York City, New York using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Hopgrade, Inc. Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Hopgrade, Inc. shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Hopgrade, Inc.’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Hopgrade, Inc.’s prior written consent. Hopgrade, Inc. may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Hopgrade, Inc. in any respect whatsoever. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Hopgrade, Inc. Service. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
If you have any questions, complaints, or claims with respect to the Hopgrade, Inc. Service, you may contact us at 205 W. 9th St. Suite 600, email@example.com, 1(512) 379-6539.
Effective: March 1st, 2020
APPLE DEVICE AND APPLICATION TERMS
In the event you are using the Hopgrade, Inc. Service in connection with a device provided by Apple, Inc. (“Apple”) or a Hopgrade, Inc. application obtained through the Apple App Store (collectively, such uses are henceforth the “Application”), the following shall apply:
1. Both you and Hopgrade, Inc. acknowledge that this Agreement is concluded between you and Hopgrade, Inc. only, and not with Apple, and that Apple is not responsible for the Application or the Content;
2. The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service;
3. You will only use the Application in connection with an Apple device that you own or control;
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
6. You acknowledge and agree that Hopgrade, Inc., and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Hopgrade, Inc., and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
9. Both you and Hopgrade, Inc. acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
10. Both you and Hopgrade, Inc. acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
11. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.