TERMS OF USE


Last Modified: 05.10.2021

 

These Terms of Use apply to your use of the website located at www.hoopladigital.co.uk (Site), any associated site(s) and/or our creative solutions, interactive advertising experiences and other products we may provide (collectively the “SERVICES”). By using our Service(s), you agree to be bound by these Terms of Use and any other terms set out on this site including the Privacy Policy and the Cookie Policy as amended and updated from time to time. BY USING OUR SERVICE(S), YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SERVICE(S).

 

We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. Please check the “last modified” date at the top of the page to see when this content was last updated. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service(s) following any changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, we grant you a personal, non-exclusive, non-sublicensable, non-transferable, limited licence to use the Service(s). 

 

  1. DEFINITIONS.

 

You: means you, the user of the Service(s), and your shall be interpreted accordingly. 

We/us: means Hoopla Digital Ltd, 2 Lake End Court, Taplow Road, Taplow, Maidenhead, Berkshire, SL6 0JQ and our shall be interpreted accordingly. 

Service(s): means our site www.hoopladigital.co.uk and any associated sites(s), our Technology, Platform, Creative Design Solutions, Interactive Advertising Experiences, Content Delivery Solutions and Advertising Delivery Solutions.

User Information: means the personal details, which may be provided by you or your devices to us via the Service(s). 

Users: means the users of the Service(s) collectively and/or individually depending on the context in which it is used in these Terms of Use. 

Content: means all text, graphics, user interfaces, visual interfaces, photographs, videos, trademarks, logos, sounds, music, artwork, augmented reality content, data, images, illustrations, textures, meshes, computer code and scripts contained on the Site(s) and/or Service(s), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content.

 

  1. ACCEPTABLE USE AND RESTRICTIONS


You agree that any use by you of the Service(s) shall be in accordance with the following conditions:


2.1 You will not use the Service(s) to create, develop or continue a current or proposed program that is competitive with the Service(s). 


2.2 You must not copy, download, reproduce, create derivative works of, modify, translate, republish, broadcast, frame, transmit, distribute, perform, upload, display, licence, sell or otherwise exploit in any manner, amend, alter or use the Service(s) for any other purpose than as specified in these Terms of Use and any other accompanying agreement.


2.3 You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, decompile, reverse engineer or monitor any portion of the Service(s), or in any way reproduce or circumvent the navigational structure or presentation of the Service(s), to obtain or attempt to obtain any materials, source code, documents, underlying ideas or information through any means not purposely made available through the Service(s).


2.4 You will not disclose (or allow access to) the Service(s) (or any information derived from them) to any third party and will limit access to the Service(s) (and any derived information) to individuals who are bound by these Terms of Use (“Authorised Users”). You will not (and will not authorise or encourage any third party to): (i) reverse engineer or otherwise attempt to discover the source code of any aspect of the Service(s) (except to the extent such restriction is prohibited by applicable law), (ii) modify, translate, or create derivative works based on the Service(s); (iii) or use the Services other than in accordance with these Terms of Use and in compliance with all applicable laws and regulations.


2.5 You may not attempt to gain unauthorised access to any portion or feature of the Service(s), or any other systems or networks connected to the Service(s) or its server, by hacking, password “mining” or any other illegitimate means.


2.6 You may not probe, scan or test the vulnerability of the Service(s) or any network connected to the Service(s), nor breach or attempt to circumvent the security or authentication and safety measures on the Service(s) or any network connected to the Service(s). You may not reverse look-up, trace or seek to trace any information on any other User of the Service(s), or any other customer of ours, including any accounts (if any) not owned by you, to its source, or exploit the Service(s) or information made available or offered by or through the Service(s), in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service(s).


2.7 You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service(s) or our systems or networks, or any systems or networks connected to the Service(s).


2.8 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service(s), or with any other User’s use of the Service(s).


2.9 You will not use the Services(s) in any manner which (i) infringes or violates the intellectual property rights or any other rights of others (including Hoopla Digital), (ii) is unlawful or prohibited by these Terms of Use or the law, to solicit the performance of any illegal activity, (iii) is fraudulent, deceptive, threatening, harassing, defamatory, obscene, causes harm or is otherwise objectionable, or (iv) jeopardises the security of the Service(s)


2.10 A violation of any of the foregoing is grounds for termination of your right to use or access the Service(s).

 

  1. THIRD PARTY WEBSITES AND ADVERTISERS


3.1 Linked Sites. These Service(s) may contain links to other independent third party websites (Linked Sites). These Linked Sites are provided solely as a convenience to our Users. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.


3.2 We do not endorse and shall not be held responsible or liable for any content, advertising, products or Service(s) on or available from any Linked Sites.


3.3 Third Party Advertisers. Any dealings between you and any third party advertisers or merchants found on or via the Service(s), including payment for and delivery of products, services and any other terms, conditions, warranties or representations associated with such dealings, are made between you and the relevant advertiser or merchant. Therefore, we are not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings. Third party advertisers may place cookies on your devices. For more information relating to these cookies, please see our Cookie Policy. 

 

  1. CONTENT

4.1 All Content, is owned, controlled or licensed by or to us, and is protected by law, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.


4.2 Except as expressly provided in these Terms of Use, no part of the Service(s) and no Content may be copied, reproduced, republished, rewritten, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other device, server, website or other medium for publication or distribution or for any commercial enterprise or commercially exploited, without our express prior written consent.


4.3 If you become aware of any such distribution, commercial exploitation or any other unauthorised use of our Content, you agree to notify us by email at info@hoopladigital.co.uk       


4.4 With respect to any content you provide us for use within the Service(s), you hereby grant us a licence to translate, modify (for technical purposes, for example making sure your content is viewable across various devices), reproduce, prepare derivative works of, display, perform, distribute and otherwise act with respect to your Content.

You agree that the licences you grant are royalty-free, perpetual, sublicensable and transferable, irrevocable, and worldwide.

 

    1. FEES

      Certain versions or functionalities of the Service(s) may currently be free of charge, but we reserve the right to make certain additional features, updates or new versions/releases available for payment only. If you choose to purchase such services, you will pay Hoopla Digital fees for the applicable service (“Fees”). We will not charge you any Fees without your prior authorisation.

 

  1. IMPROVEMENTS AND FEEDBACK

    You may from time to time provide suggestions, comments or other feedback to us with respect to the Service(s) (“Feedback”). You shall, and hereby do, grant to Hoopla Digital a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up licence to use and exploit the Feedback for any purpose.

 

  1. CONFIDENTIALITY


Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

Use and Non-Disclosure. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary information solely to those employees on a need to know basis for purposes of these Terms of Use, and (iii) to take the same security precautions to protect against disclosure or unauthorised use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in these Terms of Use will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

 

 

  1. DISCLAIMERS


8.1 WE DO NOT PROMISE THAT THE SERVICE(S) OR FEATURES OF THE SERVICE(S) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICE(S) WILL PROVIDE SPECIFIC RESULTS. THE SERVICE(S) IS DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SERVICE(S) IS SUBJECT TO CHANGE WITHOUT NOTICE. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE(S). YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE(S). YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE(S) IS TO STOP USING THE SERVICE(S).


8.2 The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorised access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.


8.3 We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Service(s), or any portion of the Service(s), for any reason; (2) to modify or change the Service(s), or any portion of the Service(s), and any applicable policies or terms; and (3) to interrupt the operation of the Service(s), or any portion of the Service(s), as necessary to perform routine or non-routine maintenance, error correction, or other changes.


8.4 Limitation of Liability. Except where prohibited by law, in no event will we be liable to you for any loss of (i) profits (ii) business interruption (iii) goodwill or reputation or otherwise, or for any indirect, consequential, exemplary, incidental or punitive damages, including any indirect or consequential losses, even if we have been advised of the possibility of such damages.


8.5 If, notwithstanding the other provisions of these Terms of Use, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service(s), our liability shall in no event exceed GBP £100.00.

 

  1. INDEMNITY

    You undertake to indemnify, on demand, and hold us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including legal fees), made against us by any third party due to or arising out of or in connection with (i) your use or misuse of the Service(s), (ii) your violation of these Terms of Use or breach of its representations or warranties, (iii) infringement by you or any Authorised User of any intellectual property or other right of any person or entity. 

 

  1. BREACH OR NON-COMPLIANCE WITH TERMS OF USE


10.1 We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Service(s), or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of Users of the Service(s), including our customers and advertisers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes.


10.2 You acknowledge and agree that we may preserve any transmittal or communication made by you to us through the Service(s), and may also disclose such data if required to do so by law or we determine that such preservation or disclosure is reasonably necessary to (i) comply with legal processes, (ii) enforce these Terms of Use, (iii) respond to claims that any such data breaches the privacy or the rights of others, or (iv) protect our rights, property or the personal safety of our employees, Users of or visitors to the Service(s), and the public.


10.3 You agree that we may, in our sole discretion and without prior notice, terminate your access to the Service(s) and/or block your future access to the Service(s) for cause, which includes (but is not limited to) (i) requests by law enforcement or other government agencies, (ii) a request by you (self-initiated account deletions), (iii) discontinuance or material modification of the services offered on or through the Service(s), or (iv) unexpected technical issues or problems, or (v) if we determine that you have breached or failed to comply with any one or more of these Terms of Use or other agreements or guidelines which may be associated with your use of the Service(s). You also agree that any breach or non-compliance by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we may deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have against you at law or in equity.


10.4 If we do take any legal action against you as a result of your breach of these Terms of Use, we will be entitled to recover from you, and you undertake to pay, on demand, all reasonable legal fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Service(s) as a result of any breach or non-compliance of these Terms of Use.

 

  1. PRIVACY


We comply with all applicable data protection legislation in place in respect of any personal information relating to you gathered by us. For further information please visit our Privacy and Cookie Policy pages.

 

  1. TERMINATION AT OUR DISCRETION


We reserve the right immediately to terminate your use of the Service(s) if you breach or do not comply with any of our Terms of Use or we have reasonable grounds to believe that you are likely to breach these terms and conditions or you otherwise engage in conduct which we determine in our sole discretion to be unacceptable. This includes, but is not limited to, if (i) your account is more than sixty (60) days past due, or (ii) your use of the Service(s) results in (or is reasonably likely to result in) damage to or material degradation of the Service(s) which interferes with our ability to provide access to the Service(s) to other customers. Prior to any such suspension or limitation, we will use commercially reasonable efforts to provide you notice, describing the nature of the damage or degradation.

 

  1. MISCELLANEOUS

    If any provision of these Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Hoopla Digital to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit Hoopla Digital’s rights with respect to such breach or any subsequent breaches

 

  1. GOVERNING LAW; DISPUTE RESOLUTION


14.1 You agree that all matters relating to your access to or use of the Service(s), including all disputes, will be governed by the laws of England and without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Courts of England and Wales and waive any objection to such jurisdiction or venue.


14.2 In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Service(s), the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.


 

  1. CONTACT US

Should you wish to make any comments to us about the Service(s) or if you have any questions relating to the same please contact us by email at info@hoopladigital.co.uk

 

 

  1. OUR DETAILS

Hoopla Digital Ltd, 2 Lake End Court, Taplow Road, Taplow, Maidenhead, Berkshire, SL6 0JQ