HOOPSLY

TERMS AND CONDITIONS

Last updated: April 27rd, 2022

Hoopsly FZE, Business Center, Al Shmookh Building, UAQ Free Trade Zone, Umm Al Quwain, U.A.E. (hereinafter “Hoopsly”, “we”, “our”, “us”) develops and publishes mobile applications (“Games”) that can be downloaded from the app stores of various providers. These Terms and Conditions govern the relationship between you and Hoopsly (“we”, “our”, “us”) in regard of your use, access, reference to, view, downloads of Games, websites and related services (“Services”). Any reference to “Hoopsly”, “we”, “our”, “us” includes Hooplsy employees, officers, directors, representatives, agents, business associates, affiliates and related entities.

By continuing to access our Games and Services in any way you agree that you enter into a legal binding contract with us based on these Terms and Conditions and our Privacy Policy.

Certain parts of the Services, such as webpages or portals where you can download Games or pay for in-game credits, may include additional terms and conditions from us or our suppliers, licensors or other third parties, that supplement these Terms and Conditions. By using those services, you agree to comply with such additional terms and conditions. If you do not agree to the Terms and Conditions, the applicable Privacy Policy or our additional terms and conditions which we may implement from time to time, do not use the Services.

The Services are only offered to consumers, i.e. natural persons, solely for the purpose of entertainment and can neither be attributed to their commercial nor their self-employed professional activity.

By accessing and using the Services you represent that you are at least 16 years old. If you are over 16 years, but younger than 18 years, you can only download our Games and play them on your device if your legal guardian has reviewed these Terms and Conditions and allowed you to download and play our Game subject to these Terms and Conditions. We may require adequate proof of your identity and age and consent from a parent or guardian at any time.

Modification. We may amend or supplement these Terms and Conditions any time. The updated version of the Terms and Condition will be published on this web-page and may be informed to you by any other means of notification. You are responsible for checking these Terms and Conditions for changes periodically. Your continued use of the Services will state your acceptance of the revised Terms and Conditions.

LICENSE

Hoopsly hereby grants you a non-exclusive, non-transferable and non-sublicensable limited right of use for private use with respect to the respective Services for the duration of the agreement. This shall include multiple downloads to the device(s) linked to the respective account in the respective app store.

The rights you are granted follow certain restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit Services; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) You shall not access Services in order to build a similar or competitive service or application; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, or (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. All copyright and other proprietary notices on any Game content must be retained on any copies.

The copyright or otherwise legally protected materials provided as part of the Services are licensed to you and not sold. Copyright, trademarks, any other proprietary rights appearing in the Services are reserved to us or our licensors.

In-Game Purchases. Certain Games may include in-game virtual currency that can be purchased for real value money. In-game virtual currency may only be used to Game objects purchases. By purchasing in-game virtual currency you are only granted a limited, revocable, non-transferable license to use in-game virtual currency. The purchase transactions are handled by third-party e-commerce payment providers, to which terms and conditions you explicitly agree to be bond to. Price and availability of Game objects are subject to change without notice. In no way can Game virtual currency and objects be exchanged with us or anyone else for real value money, goods, other items, or services of monetary value.

ADVERTISEMENTS AND THIRD-PARTY CONTENT

When using the Services third parties may offer you certain third-party applications to provide content through the Game. Upon your acceptance of this offer we may then permit such third-party service. In this event we will share information with the third-party services as described in our Privacy Policy to the extent necessary for the third party to provide the third-party service. You use all third-party services at your own risk. When you access a third-party service, the applicable third party’s terms and policies apply, including the third party’s privacy policies. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any third-party service.

Our Services may feature advertisements from third parties. Please review our Privacy Policy which explains what information we share with advertisers. We are not responsible for the availability of such websites or resources of the third parties, and we are not responsible or liable for any content, advertising, or services they provide.

Any content, advertising or services by such third party are provided following the terms of services and privacy policies to be found on the website of the respective third party and, where

applicable, you must familiarize yourself and accept the terms of services and privacy policies of such third party before using their services. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility. Hoopsly is not liable for any claim relating to any content, goods or services of third parties.

USER GENERATED CONTENT

The Services may contain user generated content provided by users of the Services. We are not actively involved in the creation nor publication of such user generated content, and we do not endorse any user generated content, nor do we warrant that such content does not infringe any third-party rights or is not (otherwise) unlawful. Your use of the Services is at your own risk. By using the Services, you may be exposed to user generated content that is offensive, indecent or otherwise not in line with your expectations. You bear all risks associated with the use of any user generated content available in connection with the Services. Hoopsly is not responsible nor liable for any user generated content.

If you submit any user generated content yourself, you grant us a non-exclusive, irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide license (including the right to sublicense and assign to third parties) to use, publish, reproduce, distribute, adjust, prepare derivative works of, or otherwise exploit in any manner whatsoever such submitted user generated content, or any portion thereof, by any and all means and in all forms of media, now known or hereafter developed. To the extent permitted by applicable laws, you hereby waive any moral rights or rights of publicity or privacy you may have regarding such user generated content.

USER CONDUCT

You may not submit or transmit through the Services any information, content, or material or otherwise engage in any conduct that: (a) violates or infringes the rights of others, including, without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights;

(b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts, or is pornographic; (c) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (d) impersonates any person, business, or entity, including Hoopsly and its employees and agents; (e) contains viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any software or hardware or telecommunications equipment, or that otherwise permit the unauthorized use of a computer or computer network; (f) encourages conduct that would constitute a criminal offense or give rise to civil liability; or (g) otherwise violates these Terms and Conditions, guidelines, or any policy posted on the Services.

You acknowledge and agree that Hoopsly may use built-in tracking features to obtain information regarding your use of the Games in order to improve the Services we provide, and agree that such information is deemed to be user content for all intents and purposes under these Terms and Conditions.

You shall not (a) improperly use our support services, including without limitation submission of false reports of abuse or misconduct by any party; (b) disable, interfere with, or circumvent any security feature of the Games or any feature that restricts or enforces limitations on the use of or access to the Games or use content; (c) participate in any activities and/or perform any actions that, in our sole opinion, lead to, result in, or may result in an authorized user of the Games being defrauded; (d) share your password or any credentials you may use to access your account with anyone; (e) purchase, sell, rent, or give away your account, or otherwise make available your account to any third party; (f) create an account using a false identity or information, or on behalf of someone other than yourself.

Hoopsly reserves the right to determine what conduct it considers to be in violation of the Terms and Conditions. Hoopsly reserves the right to take action as a result, which may include prohibiting you from using the Services in whole or in part.

PAYMENTS AND REFUNDS

When you purchase the Games from the app store, including subscriptions and in-app purchases, the payment for such purchases will be processed either by third parties on our behalf, or directly by the owner of the app store, and will be governed by their terms and conditions as well as other applicable policies. Please review and accept the terms and conditions of the app store with regard to your rights to cancel orders and get related refunds. Thus, if you have any payment related issues you are advised to contact app store directly. All purchases made through Services are final and non-refundable, except when required by law. You agree that you will not receive money or other compensation for unused game objects and virtual currency.

INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies as well as any respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Games, Services and/or relates to such, as well as to your generated content and your violation of these Terms and Conditions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

DISCLAIMERS

ALL INFORMATION, SOFTWARE, AND SERVICE OFFERED BY HOOPSLY ARE PROVIDED ON AN «AS IS» BASIS WITHOUT WARRANTIES OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE SERVICES AT THE TIMES AND LOCATIONS OF YOUR CHOOSING; THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OT THAT THE GAMES OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION, SOFTWARE, OR SERVICES REFERENCED OR LINKED TO ON THIS WEBSITE.

You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that have been designated by the U.S. Government as a «terrorist supporting» country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) You are solely responsible for compliance with all applicable laws, including without limitation export and import regulation.

LIMITATION OF LIABILITY

IN NO CASE SHALL HOOPSLY BE HELD LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, THOSE RESULTING FROM A LOSS OF BUSINESS, DATA, OR REVENUE; RELIANCE ON THE MATERIALS PRESENTED; DELAYS; OR BUSINESS INTERRUPTIONS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF OUR INFORMATION) REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL HOOPSLY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR HOOPSLY’S PRIVACY PRACTICES, ANY GAME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCESS TO, AND USE OF, ANY GAME ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY

DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR OUR PRIVACY PRACTICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU’VE PAID US IN THE PRIOR 12 MONTHS (IF ANY).

AS SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES OR PROVIDE OTHER SPECIAL REGULATIONS, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

MISCELLANEOUS

Entire Agreement. This agreement and any supplemental terms, policies, rules, and guidelines posted on the Services constitute the entire agreement between you and us and supersede all previous written or oral agreements.

No Waiver. Failure to assert any right or provision of these Terms and Conditions shall not constitute a waiver of any such right or provision.

Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms and Conditions will continue in full force and effect.

Assignment. You may not assign or transfer any rights or obligations under the Terms and Conditions, and any attempted assignment in violation of the foregoing will be null and void.

Electronic Communication. You agree that we may electronically provide to you required notices, agreements, and other information concerning the Services. If you no longer agree to receive notices electronically, please cease using the Services and/or expunge the Services from your computer or device.

Contact. You shall send any notice addressed to us to the following email: privacy@hoopsly.com.

Termination. This agreement will become effective upon your acceptance by your use of the Game or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Hoopsly may terminate this agreement, for any reason or no reason, without explanation, effective upon sending written notice to the other party.

Governing Law and Dispute Resolution. These Terms and Conditions are governed by the laws of England and Wales. Any claims or dispute that may arise in connection with these Terms and Conditions or the use of the Services will be submitted to the competent court of jurisdiction, unless otherwise agreed upon by Hoopsly and/or another dispute resolution forum

is available pursuant to mandatory consumer law. The Convention on Contracts for the International Sale of Goods will not apply. Each party specifically waives any right to trial by jury in any court in connection with any action or litigation. Any claims under these terms shall proceed individually and no party shall join in a class action or other proceeding with or on behalf of others.

Amicable dispute resolution. You may bring any disputes to us, and we will try to resolve them amicably. While your right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of the Game or the Services, you are kindly asked to contact us at the contact details provided in this document. You may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to our email address specified in this document. We will process the complaint without undue delay at possible shortest terms.

Online dispute resolution for consumers. The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving any dispute related to and stemming from online sale and service contracts. As a result, any European Consumer can use such platform for resolving any dispute stemming from contracts which have been entered into online.

Equitable Relief. You acknowledge that the rights granted and obligations made under these Terms and Conditions to Hoopsly are of a unique and irreplaceable nature, the loss of which shall irreparably harm Hoopsly and which cannot be replaced by monetary damages alone so that Hoopsly shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

Supplemental Policies. We may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms and Conditions

 

App Store Related Special Terms 

Acknowledgement: You hereby acknowledge that this agreement is concluded between You and Hoopsly only, and not with Apple, and Hoopsly, not Apple, is solely responsible for the Licensed and Custom Applications and the content thereof. This agreement may not and does not provide for usage rules for Licensed and Custom Applications that are in conflict with the Apple Media Services Terms and Conditions or the Volume Content Terms as of the Effective Date.

Scope of License: Each license granted to You for the Licensed and Custom Applications is  limited to a non-transferable license to use the Licensed or Custom Application on any Apple-branded Products that You own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Licensed Application may be accessed and used by other accounts associated with the purchaser via Family Sharing, volume purchasing, or Legacy Contacts. Solely in connection with certain Apple licensed software, the agreement must authorize a Custom App Distribution Customer to distribute a single license of Your free Custom Applications to multiple End-Users. 

Maintenance and Support: Hoopsly is solely responsible for providing any maintenance and support services with respect to the Licensed and Custom Applications, as specified in this agreement, or as required under applicable law. You hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed and Custom Applications. 

Warranty: Hoopsly is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed or Custom Applications to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for such Application to You; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed and Custom Applications, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Hoopsly sole responsibility. 

Product Claims: You hereby acknowledge that Hoopsly, not Apple, is responsible for addressing any of your claims as the end-user or any third party relating to the Licensed and Custom Applications or your possession and/or use of the Licensed and Custom Applications, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed or Custom Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Hoopsly Licensed Application’s use of the HealthKit and HomeKit frameworks. Hoopsly liability to You is not limited beyond what is permitted by applicable law. 

Intellectual Property Rights: You hereby acknowledge that, in the event of any third party claim that the Licensed or Custom Application or the end-user’s possession and use of the Licensed or Custom Application infringes that third party’s intellectual property rights, Hoopsly, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 

Legal Compliance: You must represent and warrant that (i) you as the end-user are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) you as the end-user are not listed on any U.S. Government list of prohibited or restricted parties. 

Developer Name and Address: You may direct any questions, complaints or claims with respect to the Licensed and Custom Applications to our contact email address: privacy@hoopsly.com.

Third Party Terms of Agreement: You as the end-user must comply with applicable third party terms of agreement when using Hoopsly Applications.

Third Party Beneficiary: You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the agreement, and that, upon your acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third party beneficiary thereof.