TERM OF SERVICE
(Updated as of March 15, 2017)
These Terms of Service (“Terms”) govern your access to and use of the Hoolyz Corp.’s (“Hoolyz”, “we” or “our”) websites, services, and applications (collectively the “Hoolyz Platform”).
Subject to the conditions set forth herein, Hoolyz may, in its sole discretion, amend this Terms at any time by posting a revised version on the Hoolyz Platform. It is therefore recommended that the User regularly consults the latest version of the Terms at any time. Any revisions to the Terms will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Hoolyz Platform after the Effective Date of a revised version of this Terms constitutes your acceptance of and agreement to be bound by the Terms as revised.
YOU UNDERSTAND THAT BY USING THE HOOLYZ PLATFORM AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE HOOLYZ PLATFORM AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR THE COMPANY OR OTHER ORGANIZATION TO THE TERMS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR COMPANY OR OTHER ORGANIZATION.
Account is the individual account created by each Member when they register on Hoolyz Platform.
Tickets Credits: are credits that a Professional Member may purchase from Hoolyz to access certain services of the Hoolyz Platform, as more fully detailed in Section 9 below.
Customer Member: is a Member who is registered to receive quotes for Professional Services, requests quotes for Professional Services, or otherwise uses the Hoolyz Platform to receive, to review, or facilitate the receipt of Professional Services.
Customized travel package offer: are exclusive proposals that a Professional Member can create in response to specific requirements of a Member who made a Customer request.
Custom requests: are requests made by a Member to receive a Customized travel package offer from a Professional Member.
Detailed travel package information: is all information relative to the products and/or services proposed by the Professional Member made available to HOOLYZ by the Professional Member and including the comprehensive description of the product and/or service, the price for the category of the product and/or service, availability, lead time, guarantees provided with a product and/or service, a direct hypertext link to contact the Professional Member
Hoolyz Platform: is the services provided by HOOLYZ, all content and pages which the User or Members have access to on website www.hoolyz.com, or/and the mobile application, namely information, Professional Member directory, and contact platform, services include all URLs including the trademark (the “Hoolyz Website"), Hoolyz messaging services (including personal messaging and email services), referral information services, fact sheets, communications and other content, features, or applications relating to Hoolyz’s activities which are regularly proposed through Hoolyz Platform, are hereinafter collectively referred to as the “Hoolyz Platform.”
Member: is a person who completes Hoolyz account registration process or a person who submits or receives a request through the Hoolyz Platform, including but not limited to Professional Members and Customer Members.
Password: is the confidential information to be kept secret by the Registered user which allows them, together with their Username, to prove their identity and access their Account.
Professional or Professionals: means one or more providers of travel services who registered as “Professional” on the Hoolyz Platform.
Professional Member or Professional Members: means one or more Members who is registered as a “Professional” to send quotes for “Professional Services”, sends quotes for “Professional Services”, or otherwise uses the Hoolyz Platform to offer “Professional Services”.
Professional Services: are services listed, quoted, offered or provided by Professional Members, or sought, or received by Customer Members, through the Hoolyz Platform.
Tickets Credits: are credits of tickets that a Professional Member may purchase from Hoolyz to access
Travel Products are all products/services as part of a travel offer such flights, accommodations, rental cars, packages, activities or travel insurance
User: are all users of the Hoolyz Platform, persons or entities, in any capacity whatsoever whether occasional or regular as well as individual or professional members registered on the Hoolyz Platform.
Username: Login and Password allowing a Registered user to be identified on the Hoolyz Platform and giving them access to areas reserved for Registered user.
SERVICES AND CONTRACT
We do not sell Travel Products and more broadly Professional Services. Hoolyz Platform is a customized-travel search and comparison engine. Hoolyz does not provide, own or control any of the Professional Services and Travel Products that you can access on the Hoolyz Platform, such as flights, accommodations, rental cars, packages, activities, or travel insurance (the “Travel Products”). The Travel Products are owned, controlled or made available by third parties (the “Professional Member”) The Professional Members are responsible for the Travel Products and Professional Services.
The display on Hoolyz Platform of a Travel Product, a Professional Service or a Professional Member does not in any way imply, suggest, or constitute a recommendation by Hoolyz of that Travel Product, a Professional Service or a Professional Member, or any sponsorship or approval of Hoolyz by such Professional Member, or any affiliation between such Professional Member and Hoolyz.
The users have the possibility to get in touch with the Professional Member selected by clicking on the function “Contact Agency”
As a result, the contact will be made directly with the Professional Member and not with Hoolyz. In such cases, Hoolyz is not the travel operator or the contractual party for the User, but only a Hoolyz Platform providing the technical connection to Professional Members.
By contracting with the Professional Member (“third party”), the Professional Members’ terms and privacy policies apply to your booking so you must agree to, and understand those terms. Further, the terms of the actual Professional Member apply to you travel, so you must also agree to and understand those terms. Your interaction with any Professional Member accessed through the Hoolyz Platform is at your own risk and Hoolyz does not have any responsibility should anything go wrong with your booking or during your travel.
Once a booking is made with the third party, a contract is concluded between the third party and the User, and therefore no contract is concluded between the User and Hoolyz.
Hoolyz is no contractual party to the Travel booking and all and any claims of the User under the Travel reservation are to be asserted against the third party and not against Hoolyz.
This agreement is not affected by any other agreements between the Professional Member and Users.
ACCESS TO HOOLYZ SERVICE
You may only use and register to become a Member of Hoolyz Platform, if you are of sufficient legal age and can enter into binding contracts. If you become a Member, you are responsible for maintaining the secrecy of your Passwords, your Username and Account information. You will be responsible for all use of Hoolyz Platform by you, anyone using your Password and Username information (with or without your permission) and anyone whom you allow to access your information. All information that you provide to us must be accurate and up-to-date. If any of your information changes, you must immediately update it. If you have reason to believe that your account is no longer secure (e.g., loss, theft or unauthorized disclosure or use of your information or computer or mobile device used to access Hoolyz Platform), you must promptly change your Personal information that is affected.
Before receiving access to the Hoolyz Platform, Professional Member must submit to and pass a background check through Hoolyz’s background check provider. Hoolyz conducts background checks in accordance with applicable law.
By registering or using the Hoolyz Platform to offer, post or provide Professional Service, Professional Members represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Professional Services and in relation to the specific job they are performing.
Hoolyz is not in the business of providing Professional Service. Professional Members understand and agree that by creating and maintaining an Account on the Hoolyz Platform, they receive only the ability to use the Hoolyz Platform to access persons interested in receiving and related tools, including but not limited to the ability to contact Customer Members, that facilitate the provision of Professional Service. Professional Members understand and agree that using the Hoolyz Platform does not guarantee that any Users will engage them for Professional Service.
Professional Members understand and agree that they are customers of Hoolyz, and are not Hoolyz employees, joint venturers, partners, or agents. Professional Members acknowledge that they set or confirm their own prices, provide their own service. Hoolyz does not control, and has no right to control, the services a Professional Member provides (including how the Professional Member provides such services) if the Professional Member is engaged by a Customer Member, except as specifically noted herein.
if the Member decides to receive messages emails or other communications from Hoolyz Platform directly to his mobile device and/or his computer device, the Member is solely responsible for keeping Hoolyz updated with his current phone number, with his current email address, respectively updating to the latest version of the mobile app, and for any charges incurred to receive such messages. Hoolyz will not be liable for information sent to a device that is associated with his outdated mobile phone number or using an outdated mobile app. If the Member installs any software or enables any service that stores information from Hoolyz Service on any mobile device or computer, it is his responsibility, prior to transfer or disposal of such device, to remove his information or otherwise disable access to such software or service, in order to prevent unauthorized access to his information or Account.
As Hoolyz is offered online, you require Internet access and the necessary equipment (computer, software, etc.) to access it and download or upload the necessary digital data. You must also create an Account and login to place any Customer Request and/or any Professional Services offer. All telephone connection and Internet access costs are borne by you. Hoolyz does not provide any material means, including telephone systems, terminal equipment, software or subscriptions, to connect to the website.
Hoolyz undertakes to take all appropriate measures to maintain www.hoolyz.com fully operational 24/7. However, Hoolyz cannot guarantee continual and error-free operation of the website. Hoolyz cannot be held liable for any unavailability, interruption, or malfunction of the website, including failure of its Internet service provider, its host, intrusion of third parties or an event of Force Majeure. Hoolyz cannot be held liable for any inconvenience or damage arising from use of the Internet, such as the presence of computer viruses or spyware. Hoolyz may suspend access for maintenance and upgrading or for any other reason, including technical reasons. Hoolyz may in no way be held liable for these interruptions and the consequences that might result for the user or any third party.
It should be noted that Hoolyz may terminate or modify the characteristics of these services at any time and without notice.
The Member accept the fact that, under no circumstances, may Hoolyz or its suppliers be held liable for any damages and/or consequential and/or direct and indirect damages of any kind whatsoever and/or arising from the use or inability to use www.hoolyz.com.
ACCEPTABLE USE OF HOOLYZ PLATFORM
Hoolyz is trusted by its Users, and we trust you to use our Hoolyz Platform responsibly. You agree not to misuse the Hoolyz Platform. For example, you must not, and must not attempt to do the following things:
use Hoolyz Platform to make any false, fraudulent or speculative demand. By using Hoolyz Platform the User agrees to comply with laws that apply to the United States and your own country, including laws that apply to exporting technical data.
use the Hoolyz Platform for any unlawful, harmful purposes or for promotion of illegal activities;
post any Content on the Hoolyz Platform in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation;
impersonate others through the Hoolyz Platform or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
use, publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
send unsolicited communications, promotions or advertisements, or spam;
publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy;
access, tamper with, or use non-public areas of the Hoolyz Platform, Hoolyz’s computer systems, or the technical delivery systems of Hoolyz’s providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
violates the restrictions in any robot exclusion headers on Hoolyz Platform or bypass or circumvent other measures employed to prevent or limit access to Hoolyz Platform
access or search the Hoolyz Platform by any means other than our publicly supported interfaces (for example, “scraping”);
uses any device, software or routine that interferes or attempts to interfere with the normal operation of the Hoolyz Platform or take any action that imposes an unreasonable load on our computer or network equipment
deep-links to any portion of Hoolyz Platform for any purpose;
forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Hoolyz Platform to send altered,
deceptive, or false source-identifying information; interfere with, or disrupt, the access of any user, host or network, Including, without limitation, sending a virus, overloading, flooding,
spamming, or mail-bombing the Hoolyz Platform, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Hoolyz Platform. International users agree to comply with all local laws regarding online conduct and acceptable content
reproduces, duplicate, copies, sells, trades, resells or exploits Hoolyz Platform;
Hoolyz may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict the Member access to all or any component of Hoolyz Platform.
The User as a Member is responsible for the acquisition of rights to the content (text, photos, reviews, links, etc.) they upload to Hoolyz Platform. They ensure that they have all the rights in respect to the content they publish on the Hoolyz Platform and thereby do not violate the rights of any third parties.
The Member guarantees not to use the Hoolyz Platform to create content that:
is advertising disguised as reviews,
does not have specific content for a reviewed items
is not objective or intentionally untrue,
immoral, pornographic or in any other way offensive,
infringes upon the rights of third parties, in particular copyright,
violates applicable laws in any way or constitutes a criminal offense,
contains viruses or other computer programs that may damage software or hardware or that may affect the use of computers,
is a survey or chain letter,
is aimed at collecting or using personal data from other users, especially for commercial purposes.
The Member guarantees not to use programs or functions to generate automated page impressions or content through Hoolyz Platform.
If there is a breach in the Terms, Hoolyz reserves the right to remove content without declaration of reason, to permanently ban Members from Hoolyz. The right to prosecution of criminal acts remains unaffected.
If you are a Professional Member, you are solely responsible for the detailed information of the Professional Service offers and other content that you upload, transmit or share with us or with others on the Hoolyz Platform, and you represent and warrant that you are not transmitting or sharing Information you do not have permission to share. It is your job to create backup copies and replace any Information you provide to us at your expense.
You understand that we do not control, and we are not responsible to review the detailed information of Professional Services. However, we reserve the right to review, edit, or delete any Professional Service offers information or your Account at any time.
PRIVACY, EMAIL ADVERTISEMENTS
Hoolyz collects, processes and uses your personal data (hereafter “data”) only if we have obtained your consent or a statutory provision allows for the collection, processing or use of your data.
Hoolyz will only raise, process and use data necessary for the provision of the services rendered by Hoolyz, for the use and operation of the Hoolyz Platform.
If the user has agreed to receive information about Hoolyz during registration or at another time using Hoolyz Platform, the User will receive periodic product information. The consent may be revoked at any time by written communication or by email. The consent to receive emails follows after the confirmation email from Hoolyz is sent. By clicking on the link in the email, you will be registered to receive newsletters.
We, along with our corporate affiliates, the Professional Members own all of the text, images, software, trademarks, service marks or other material contained on the Hoolyz Platform. You will not copy or transmit any of the material except for your personal, non-commercial use. All copyright, trademark and other proprietary rights notices presented on Hoolyz Platform must appear on all copies you print. Other non-Hoolyz product, service, or company designations on the Hoolyz Platform belong to those respective third parties and may be mentioned on the Hoolyz Platform for identification purposes only. You should contact the appropriate third party for more complete information regarding such designations and their registration status. Your use of and access to Hoolyz Platform does not grant you any license or right to use any of the marks included through Hoolyz Platform.
THIRD PARTY CONTENT AND SERVICES
Hoolyz Platform may contain hyperlinks to websites operated by parties other than Hoolyz. We do not control such websites and are not responsible for their availability or accuracy, contents, advertising, product or services or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Website or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
In some cases you may be asked by a third party site to link your profile on the Hoolyz Platform to a profile on another third party site. Choosing to do so is purely optional, and the decision to allow this information to be linked can be disabled (with the third party site) at any time.
As part of the functionality of the Hoolyz Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information on the Hoolyz Platform; or (ii) allowing Hoolyz to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Hoolyz and/or grant Hoolyz access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Hoolyz to pay any fees or making Hoolyz subject to any usage limitations imposed by such third party service providers. You will have the ability to disable the connection between your account through Hoolyz Platform and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
At your request made via e-mail to contact@Hoolyz.com, Hoolyz will deactivate the connection between the Hoolyz Platform and your Third Party Account and delete any information stored on Hoolyz’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.
Request for Professional Service offer is free for the Customer Member. Only, as a Professional Members, you have to purchase a Tickets Credits that can be used by you to receive certain services through Hoolyz Platform, including sending quotes to potential customers or/and get the detail information of the Customer Member, when the Customer Member agrees to be contacted by the Professional Member that he ‘s selected. We will always be transparent with you about the number Tickets Credits you may use to access certain services. Hoolyz’s Tickets Credits have no monetary/cash value and your purchase or receipt of Hoolyz’s Tickets Credits does not represent a pre-funding of stored value that can be accessed or used in the future for any purpose. You agree that all sales of Hoolyz’s Tickets Credits are final and non-refundable. Information and current pricing can be found in your “Tickets Credits” page on the website and for more information you can make an information request via email to firstname.lastname@example.org.
NOTE: Hoolyz charges a fee for certain services as mentioned above. There may be additional transaction fees that you will be required to pay, such as credit card fees. Please review all transaction fees associated with using the Hoolyz Platform before completing your transaction
Marketplace payment processing services for Service Members on HOOLYZ are provided by XXXX, and, where applicable, may include money transmission services pursuant to licenses held by XXXX. Payment processing services provided by Braintree Payment are subject to the Braintree Payment Connected Account Agreement, which includes the Braintree Payment Services Agreement. By agreeing to these terms or continuing to operate as a Service Member on Hoolyz, you agree to be bound by the Braintree Payment Connected Account Agreement and Braintree Payment Services Agreement, as the same may be modified by Braintree Payment from time to time. As a condition of Hoolyz enabling payment processing services through Braintree Payment, you agree to provide Hoolyz accurate and complete information about you and your business, and you authorize Hoolyz to share with Braintree Payment this information and transaction information related to your use of the payment processing services provided by Braintree Payment.
By providing Braintree Payment with your credit card number and associated payment information, you agree that Hoolyz is authorized to immediately invoice your Account for all fees and charges due and payable to Hoolyz hereunder and that no additional notice or consent is required. You agree to immediately update your payment details in Braintree Payment is there is any change in your billing address or the credit card used for payment hereunder. Hoolyz reserves the right at any time to change its prices and billing methods, either immediately upon posting on Hoolyz Properties or by email delivery to you.
If any Professional Member does not make a marketplace payment on time or if Hoolyz cannot charge a credit card, PayPal or other payment method for any reason, Hoolyz reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or payments due will be made by electronic mail or by phone. Such communication may be made by Hoolyz or by anyone on its behalf, including but not limited to a third-party collection agent. If you have a balance due on any Account, you agree that Hoolyz may charge such unpaid payments to your credit card or otherwise bill you for such unpaid payments.
HOOLYZ reserves the right to terminate a Member’s access and to delete their Account within a period of one week after receipt of relevant information via email about improper use of the website. The Member may also terminate their own access and Account within the same period.
The right to immediate termination for good cause remains unaffected.
DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY
DISCLAIMER. USE OF THE HOOLYZ PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HOOLYZ PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER HOOLYZ NOR ITS AFFILIATES, LICENSORS OR LICENSEES WARRANT THAT THE HOOLYZ PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE TRUTHFULNESS OR ACCURACY OF ANY CONTENT AVAILABLE IN OR THROUGH THE HOOLYZ PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO THE EXISTENCE, VALIDITY, PERFORMANCE OF ANY PROFESSIONAL'S REGISTRATION; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HOOLYZ PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, OR ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE HOOLYZ PLATFORM OR THIS AGREEMENT. ACCESS TO THE HOOLYZ PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER HOOLYZ NOR ITS AFFILIATES, LICENSORS OR LICENSEES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE HOOLYZ PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY OR PROFESSIONAL MEMBERS). NEITHER HOOLYZ NOR ITS AFFILIATES, LICENSORS OR LICENSEES WARRANT THAT THE HOOLYZ PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. HOOLYZ AND ITS AFFILIATES , LICENSORS OR LICENSEES CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
NO LIABILITY. YOU AGREE NOT TO HOLD HOOLYZ, ITS AFFILIATES, ITS LICENSORS OR LICENSEES, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, FINES, PENALTIES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE HOOLYZ PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER, MEMBER OR PROFESSIONAL SERVICES RENDERED BY PROFESSIONAL MEMBERS (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, LOSS OR DESTRUCTION OF PERSONAL PROPERTY, INACCURACY OR MISLEADING INFORMATION OR PRICING PROVIDED BY PROFESSIONAL MEMBERS, MISAPPROPRIATION OF FUNDS OR NON RETURN OF FUNDS OR ANY COMMERCIAL DISPUTE BETWEEN CUSTOMER MEMBERS AND PROFESSIONAL MEMBERS), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY HOOLYZ OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL HOOLYZ OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE HOOLYZ PLATFORM OR ANY SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. HOOLYZ AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE HOOLYZ PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME STATES OR COUNTRIES DO NOT ALLOW THIS LIMITATION OF LIABILITY, SO THE LIMITATIONS ABOVE MAY NOT APPLY OR APPLY ONLY PARTIALLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT HOOLYZ OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE HIGHER OF (i) $100 DOLLARS AND (ii) THE TOTAL FEES PAID BY YOU TO HOOLYZ DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
RELEASE. HOOLYZ AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE HOOLYZ PLATFORM. THE HOOLYZ PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE HOOLYZ PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING MERCHANDISE HEREUNDER, HOOLYZ WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE HOOLYZ FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE HOOLYZ IS NOT INVOLVED IN THE COMPLETION OF ANY PROFESSIONAL SERVICES, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE HOOLYZ AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES AND/OR THE MERCHANDISE SCHEDULED OR REQUESTED THROUGH THE USE OF THE HOOLYZ PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU AND/OR THE THIRD PARTY MERCHANDISE PROVIDER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE HOOLYZ PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE HOOLYZ PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK.
NOTHING IN THIS AGREEMENT OR THE HOOLYZ PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT A LEGAL COUNSEL.
BY USING THE HOOLYZ PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE HOOLYZ PLATFORM
YOU ACCEPT THAT, AS A CORPORATION, HOOLYZ HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST HOOLYZ'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE HOOLYZ'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS HOOLYZ.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
SHOULD YOU BRING ANY CLAIMS OR LAWSUIT AGAINST HOOLYZ THAT VIOLATE THE LIMITATION OF LIABILITY PROVISION SET FORTH IN THIS SECTION, YOU SHALL BE RESPONSIBLE TO PAY HOOLYZ FOR ANY AND ALL REASONABLE ATTORNEY’S FEES INCURRED BY HOOLYZ IN DEFENDING AGAINST SUCH CLAIMS OR LAWSUIT.
GOVERNING LAW AND JURISDICTION
All matters relating to Hoolyz Platform and these Terms and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms or Hoolyz Platform shall be instituted exclusively by way of arbitration located in New York City, as more fully detailed in Section 13 below, and that you you waive any and all objections to the jurisdiction or venue of the arbitral tribunbal. If both parties waive arbitration, then the any disputes arising out or related to the Hoolyz Platform or the Terms shall be adjudicated exclusively in the federal or state Courts of the State of New York.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ABITRATION AGREEMENT CAREFULLY. IT IS PART OF YOUR CONTRACT WITH HOOLYZ AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND HOOLYZ ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
You and Hoolyz agree that these Terms affect interstate commerce and that the Federal Arbitration Act (FAA) governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to any claims arising out of or relating to any aspect of the relationship between us, this Agreement or the Hoolyz Platform, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise out of this Agreement, or its termination (a ”Dispute”). The only Disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all Disputes with Hoolyz as follows:
Initial Dispute Resolution: Most Disputes can be resolved without resort to litigation. You can reach Hoolyz’s contact department at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any Dispute, claim, question, or disagreement directly through consultation with the Hoolyz contact department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Arbitration: If you and Hoolyz are unable to resolve a Dispute through Initial Dispute Resolution set forth in the preceding paragraph, all Disputes (except those Disputes expressly excluded above) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged under the grounds provided in the FAA. Except as otherwise provided in this Agreement, you and Hoolyz may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
Failure by Hoolyz to enforce any provision(s) of these Terms will not be construed as a waiver of any provision or right by Hoolyz. These Terms constitute the entire agreement between you and Hoolyz with respect to its subject matter. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. These Terms may not be assigned or transferred by you without our prior written approval. We may assign or transfer these Terms without your consent, including but not limited to assignments: (1) to a parent, subsidiary or affiliate company, (2) to any purchaser of assets, or (3) to any other successor or assigns. Any assignment in violation of this section shall be null and void. These Terms will inure to the benefit of Hooliz, its successors and assigns