Key Points

The following key points of the Terms of Platform are only brought for your convenience. These key points do not substitute the full Terms.
 

• By accessing or using the Platform in any way, you agree to be bound by these Terms.

• Use of the Platform. To use the Platform, you must register. By registering to the Platform on behalf of a business, you represent to us you are authorized to act on behalf of that business. Subject to the terms herein, you may use the Platform for your internal business purposes. 

• Intellectual property. All rights, title and interest in and to the Platform, including all intellectual property rights, are owned by or licensed to us. We do not own Reports or your User Content and Insights, but by using the Platform you grant us a license to use them in order to provide the Platform and its features and for our business development. If you provide us a feedback or review about the Platform, it is ours to use. 

• Privacy. We respect your privacy, as further explained in our Privacy Policy. 

• Disclaimer of warranty. OUR PLATFORM IS PROVIDED FOR USE "AS IS". WE DISCLAIM WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM. 

• Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES.

• Indemnity. You will indemnify us if you misuse the Platform. 

• Availability. Although we make efforts, we cannot guarantee that the Platform will operate without disruption, errors or interruptions, or that it will be immune to unauthorized access.

• Changes to the Platform. We may, at any time and without prior notice, change the layout, design, scope, features or availability of our Platform, or permanently or temporarily discontinue the Platform. 

• Governing law and dispute resolution. These Terms are governed by the laws of the State of New Jersey. Most disputes between us and you will be decided in arbitration under the AAA's Commercial Arbitration Rules. 

Introduction

Welcome to Hoox! Hoox is a customer activation platform for management of dynamic, personalized, real-time and measurable incentives for consumers (the "Platform"). The Platform is available at app.hooxpay.com. It is owned and operated by HooxPay Inc. ("Hoox", or "we", "us", "our").

These Terms of Use (the “Terms”) form a binding agreement between you and Hoox, and they govern your use of the Platform. 

Please read these Terms carefully before using our Platform. By using our Platform, you indicate that you accept and agree to these Terms and to the Privacy Policy, which is an integral part of them. If you do not agree to these Terms in their entirety, you must not use the Platform.
These Terms may be amended from time to time. We will post any change to these terms on our Platform at a reasonable time in advance of the effective date of the change, and we will also make efforts to proactively notify you by email of the changes, if we have your email address.

Contact us

If you have any questions, comments or concerns regarding the Platform, these Terms or our Privacy Policy, please contact us at info@hooxpay.com.

If you are an individual residing in the United States, by agreeing to these Terms you also agree to the use of email (“Electronic Record”) to send you legally required notices. You may withdraw your consent to use an Electronic Record by notifying us at info@hooxpay.com and indicating your withdrawal of consent, your full name and postal address. To access and retain a copy of this disclosure or the Electronic Record in which we send you any legal required notices, you will need (i) a computer with a web browser and Internet access and (ii) either a printer or storage space on such device. To request a paper copy of this disclosure or the Electronic Record in which we send you any legal required notices, contact us at info@hooxpay.com and indicate your request, your full name and postal address. We will charge you the cost of first-class mail-international, for each paper copy you request. To update the contact details we use to contact you electronically, contact us at info@hooxpay.com and indicate your full name, your old email address and new email address.

About the Platform

The Platform is designed to connect banks, payment card issuers and loyalty clubs (each an “Issuer”) with their customers shopping at stores, in order to allow Issuers to offer personalized incentives ("Rewards") to their eligible customers who are purchasing products through the digital sales channels of merchants subscribed to the Platform (“Merchant”).

The Platform's interface and the available functions vary between Merchants and Issuers.

At the end of each calendar month, the Platform will generate a report providing an overview of the Rewards redeemed by eligible end customers during that month ("Reports").

Use of the Platform

Subject to these Terms, you may use the Platform for the internal business purposes of your business. 

Registration. Use of the Platform required prior registration. By registering to the Platform on behalf of a business, you represent to us you are authorized to act on behalf of that business.

You must submit only true, accurate and complete details. Bear in mind that false, incorrect or outdated information may prevent you from registering to the Platform and impair our ability to provide you with our Platform and to contact you. You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details when you sign-up. You are solely responsible and liable for all activities performed with or through your user account. We will explicitly indicate the fields for mandatory completion. If you do not enter the requisite data in these fields, you will not be able to register with the Platform. 

Unless otherwise permitted by us, you are prohibited from selling or transferring your user account in any way, to another user, entity or any third party.

Restrictions. When using our Platform, you must comply with these Terms and adhere to any applicable law.
 
You may not – 

• Attempt to circumvent, bypass or deactivate security or protection measures of the Platform;

• Use our Platform in order to develop or create an application, website or any other product similar to, or competing with, the Platform;

• Attempt to compromise information security on our Platform or in any network or server used by us, attempt to uncover information security vulnerabilities, or attempt to engage in any form of probing, scanning, crawling, robotic navigating or hacking of the Platform;

• Attempt to access the Platform, download any information or use any information in our Platform, in an automated or mechanized process;

• Attempt to activate or access features or capabilities that are undocumented, not ordinarily accessible or deactivated in the Platform;

• Attempt to engage in reverse-engineering, disassembling or decompiling of the Platform;

• Use the Platform in any manner that may give rise to a criminal offense, civil tort, infringement or violation of the rights of any third party;

• Attempt to burden or interfere with the operation of the systems related to the operation of our Platform;

• Attempt to integrate the Platform or any part thereof in any application, webpage, or any other way;

• Use the Platform for or in connection with any action that may encourage or constitute threat, harassment or fraud.

Support. You may contact us for support in the operation of the Platform through the "help" button. Customer support is available Mon-Fri 9am-5pm EST.

Intellectual property 

Our Proprietary Content. All rights, title and interest in and to the Platform, including all content therein (and excluding User Content), and all patents, copyrights, trademarks, trade secrets and other intellectual property rights and any goodwill associated therewith, embodied therein or utilized by us in the operation of the Platform, are the exclusive property of Hoox or our licensors. This includes our databases and the Platform’s design, graphics, computer code, algorithms and “look and feel” (all together: “Proprietary Content”).

Other than as expressly permitted in these Terms, you may not, either by yourself or by a third party on your behalf, copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of, the Proprietary Content or any part thereof, in any way or by any means.

You may not use any name, mark or logo that is similar to our marks and logos. You must refrain from any action or omission that may dilute or damage our goodwill.

You may provide us with feedback and reviews, including information pertaining to bugs, errors and malfunctions of the Platform, performance of the Platform, the Platform’s compatibility and interoperability, or any enhancements, changes or additions to the Platform that you would like to suggest. When you do so, you assign all right, title and interest in and to that feedback or review to us, including the right to make commercial use thereof, for any purpose we deem appropriate, without charge. You are not entitled to receive any remuneration for our use of your feedback or review. you represent that the feedback or review are original or that you have any intellectual property rights necessary to make the submission without restriction.

Reports and User Content. We do not claim any ownership of Reports and any files you upload to the Platform (e.g., audience files) ("User Content"). However, you grant us an irrevocable, perpetual, world-wide, royalty-free, sub-licensable and assignable license to use the Reports and your User Content in order to provide the Platform and its features and for our business development. 
You are solely liable for your User Content. You represent to us that you have all necessary rights and licenses to allow us to store the User Content and create further reports and statistics based on your User Content. 

Privacy

We respect your privacy. Our Privacy Policy explains our privacy practices. We encourage you to read it carefully.

Disclaimer of warranty

THE PLATFORM IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, CONSULTANTS, SUBCONTRACTORS AND ASSIGNEES (COLLECTIVELY, OUR “STAFF”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CORRECTNESS, LEGAL COMPLIANCE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE PLATFORM IS ENTIRLY, OR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. 
WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE, AT ALL TIMES, ACCESSIBLE, AVAILABLE OR IMMUNE TO ERRORS, GLITCHES OR UNAUTHORIZED ACCESS. 

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE PLATFORM, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE PLATFORM. 

Indemnity

You agree to indemnify and hold harmless us and our Staff upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third party complaint, claim, plea, or demand in connection with your breach of any provision of or representation in these Terms or any applicable law, including, without limitation, claims regarding the infringement of third-parties' intellectual property rights.

If we seek indemnification from you, we will provide you with (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at your expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that we may settle or reach compromise on any such claim without your consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on you. We will have the right to participate, at our own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of our own selection.

Availability, changes to the Platform and discontinuation

Availability. We will make efforts to have the Platform available and operate without errors, on a 24/7 basis. However, the availability, quality and functionality of the Platform depends on various factors, including software, hardware, and communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free, and we do not warrant that the Platform will operate without disruption, errors or interruptions, or that it will be accessible or available at all times, or immune from errors, glitches or unauthorized access.
Changes to the Platform. We may, at any time and without prior notice, change the layout, design, scope, features or availability of our Platform. Such changes, by their nature, may cause inconvenience or even malfunctions. WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM. 

Discontinuation. We may, in our own discretion, permanently or temporarily discontinue the Platform for any reason and at any time. If we decide to do so, we will make endeavors to inform you of such discontinuation. 

Termination of these Terms

You may terminate these Terms at any time by notifying us (email is sufficient) and permanently ceasing use of the Platform. 

We may block your access to, and terminate these Terms and your use of, the Platform, effective immediately, upon sending a notice, if:

• You materially or repeatedly breach these Terms;

• We reasonably believe that your use of the Platform causes substantial harm or liability to us or to third parties, e.g. by hacking, spamming, misleading, fishing, and harassing other users; 

• We’re required to do so under the applicable law or a court order.

In other cases, we can terminate these Terms only upon reasonable prior notice to you.
Provisions in these Terms that by their nature should survive termination or expiration of these Terms, will so survive and remain in full force and effect following such termination or expiration.

General 

Governing law and dispute resolution. These Terms shall be governed by the laws of the State of Delaware, without reference to its conflict of laws rules. Any and all disputes, claims or controversies between you and Hoox regarding these Terms or the use of the Platform, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online or based solely upon written submissions without in-person appearance, administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules (which are available at www.adr.org). The substantive laws of arbitration shall be the laws of the State of Delaware.

Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act and Federal Arbitration Law apply to this Agreement. Payment of filing, administration and arbitrator fees will be governed by the AAA's Commercial Arbitration Rules. These fees will be shared equally, unless the arbitrator: (i) determines that the claims are frivolous, in which case the claimant shall bear all such fees arising from the frivolous claim; or (ii) determines that the fees should be allocated differently.
You and Hoox hereby acknowledge, agree and covenant that any disputes shall only be adjudicated in arbitration on an individual basis, and not in class, collective, consolidated or representative proceedings. Notwithstanding the foregoing, a party may assert an impleader claim against the other party pursuant to the indemnity clause, in any court adjudicating a third-party claim against the other party.

Relationship. These Terms do not create any agency, partnership, employment, trustee, or other type of legal relationship between you and Hoox, other than that of two independent contractual parties.

Completeness. These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements regarding the Platform.

Assignment. You may not assign or delegate these Terms or any of your rights, performances, duties or obligations hereunder. Any purported assignment or delegation, in contravention of the above, will be null and void. In the event of a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets of Hoox, we may, upon notice to you and without obtaining your consent, assign and delegate these Terms, in their entirety, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party. With such assignment, transfer and delegation, we are irrevocably and fully released from all rights, performance, duties, liabilities and obligations under these Terms.