License agreement
Hereby,
ENMIND-FZCO («HOOP»)
(Registration address: Dubai Silicon Oasis, DDP, Building A3, Dubai, United Arab Emirates, Premises Number A3-L1-102, Registration number: DSO-FZCO-17056, License Number: 18511),
shall offer to conclude a License Agreement (Agreement) on the terms and conditions provided below for legal entities interested in HOOP services («Customers»).
The current version of the Agreement is upload on the Internet at the following link: https://hoop.expert/license_agreement
The Agreement shall not be a public offer, it shall be considered concluded when the Parties perform actions in accordance with Section 2 of the Agreement.
The right to use the Program under the terms of a non-exclusive License shall be considered granted from HOOP to the Customer on the date that Full access to the Program is provided to the Customer.
1. TERMS USED
Account – a personal section of the Customer containing data and settings related to the Customer’s use of the Program, access by the Customer, which is exercised using a login/password and/or a special API key that allows the Customer to be identified and authorized.
Additional services – additional software components and software solutions provided by HOOP, the use of which may require an extension of the License provided to the Customer.
API – a software interface for interaction of the Program module with third-party applications through the use of public methods, integration methods published by HOOP.
Application form – a document to the Agreement between HOOP and the Customer, containing the terms of use of the Program. The Customer shall enter into the Agreement by signing the Application form. The Application forms for the “HOOP STAFF”, “HOOP GUEST” should be sent to the contact e-mail address, which is obtained through negotiations.
Clients – persons who use the “HOOP GUEST” Program module to purchase goods/work/services from the Customer. The procedure for Clients to use the “HOOP GUEST” Program module shall be defined in the Documentation.
Confidential information – information of a financial and economic nature arising from the relations of the Parties under the Agreement
Documentation – instructions, rules for using the Program, upload at the link:https://hoop.expert/documentation.
Full access to the Program – the period, during which HOOP grants the Customer the right to use the Program on the terms agreed in the Application form.
Hotel rooms – a set of rooms (rooms for accommodation) that the Customer uses to provide its services.
Profile – a record in the Program module system (login/password pair or special API key) that stores data that allows the Customer to be identified and authorized.
Program module “HOOP STAFF” – a platform for optimizing the work of hotel staff, which is the part of the Program.
Program module “HOOP GUEST” – a platform that provides the Client with the opportunity to allow Hotel Guests, using technical devices, to quickly and conveniently receive information about additional goods, works, services sold/provided by the Customer, select and pay for them. Program module «HOOP GUEST» is the part of the Program.
Program – HOOP software, consisting of Program modules “HOOP STAFF”, “HOOP GUEST”. When using the term Program, it also means separates Program modules. The legal regime for the protection of the Program shall also apply in full to individual Program modules, as components of the Program.
Order – a request to purchase goods/services/work from the Customer, as well as booking the time for delivery of goods, provision of services, performance of work, issued by the Customer through the “HOOP GUEST” Program module.
Settlement period – a period of time specified in the Application form of the “HOOP GUEST” Program module, based on the results of which the Parties reconcile the volume of Services provided by the Customer and goods sold by the Customer.
Registration – actions of the Customer aimed at creating an Account in the Program.
Technical support – activities carried out by HOOP within the established limits and volumes, in particular in accordance with Section 6 of the Agreement, to ensure the functioning of the Program module, including information and consulting support to the Customer on the use of Program modules.
Use of the Program – use of functionality and/or launch of the Program in the manner specified in the Agreement, as well as documentation for using the Program.
2. AGREEMENT CONCLUSION PROCEDURE
2.1. In order to conclude the Agreement, HOOP shall send the Customer a draft Application form for the relevant Program module with the completed section “Main terms”.
2.2. The draft Application form shall be sent to HOOP in the form of a Microsoft Word text document via email, which HOOP receives from the Customer during the negotiation process.
2.3. Having received the draft Application form, the Customer shall:
- check the completed HOOP section “Main terms”,
- upon agreement with the contents of the section “Main terms of the Agreement”, independently fill out the remaining sections of the draft Application form,
- sign the Application form.
2.4. The Customer shall sign and send the completed Application form to HOOP no later than the date of provision of Full access to the Program indicated by HOOP in the draft Application form. A different period for signing and sending the Application form by the Customer may be agreed upon by the Parties separately.
If the Customer receives the Application form after the date determined in the above order, HOOP shall have the right to refuse to conclude an Agreement with the Customer.
2.5. By signing the Application form, the Customer shall agree to the terms and conditions set out in the Application form, as well as the terms of the Agreement. The date of signing the Application form by the Customer shall be recognized by the Parties as the date of conclusion of the Agreement.
2.6. Signing of the Application form shall be possible only if all sections of its text are completed, unless otherwise agreed by the Parties. Partial completion of the Application form or changing the form of the Application form shall not be allowed.
2.7. At the moment of signing the Application form, the Agreement shall be concluded between the Parties in the version posted by HOOP via the link in the preamble of the Agreement, as of the date of signing the Application form.
2.8. By signing the Application form, the Customer shall confirm that the signatory of the Application form has all the necessary powers to act without a power of attorney on behalf of the person signing the Application form.
2.9. The Application form signed by the Customer shall be sent to HOOP in one of the following ways:
- in the form of an electronic image of the document (scan) to the email address specified in Section 10 of the Agreement - no later than 1 (one) business day from the date of its signing,
- in the form of an electronic document signed with an electronic signature, using an electronic document management system (for example DocuSign) – no later than one (1) day from the date of its signing.
2.10. After receiving the Application form signed by the Customer, HOOP shall check the Application form and, if there are no comments on the sections of the Application form completed by the Customer, provide the Customer with Full access to the Program from the date specified in the Application form.
2.11. If there are comments to the sections of the Application form completed by the Customer, HOOP, before the date of provision of Full access recorded in the Application form sent by the Customer, shall return the Application form to the Customer indicating the comments. The Customer shall eliminate the comments in the Application form and re-send it to HOOP before the date of provision of Full access recorded in the Application form.
3. SCOPE OF THE AGREEMENT
3.1. HOOP shall undertake to provide the Customer with the right to use the Program or its individual units under the terms of a non-exclusive (simple) license under the terms of the Agreement (hereinafter referred to as the «License»), and the Customer shall undertake to pay HOOP a fee for the provided License.
Methods of Using the Program. Restrictions on Use of the Program.
3.2. The License shall be provided on SaaS terms, which provide for the use of the Program without transferring a copy of the Program to the Customer, without the right to download the Program and install all or part of the Program on the Customer’s equipment (server).
3.3. The Customer shall have the right to use the Program in accordance with its functional purpose in the manner and under the conditions specified in the Agreement.
3.4. Within the stated functional purpose, the Customer shall have the right to access the Program around the clock and reproduce the Program interface on the device used by the Customer.
Access to the Program shall be provided by the Customer specifying unique identification data (login, password, provided QR code) in the Program interface.
3.5. The Parties agreed that since the full application use of the Program by the Customer is carried out without transferring a copy of the Program to the Customer (maintenance and management of the Program is carried out by HOOP independently), the Customer shall not be granted the following rights:
3.5.1. the right to process (modify) or otherwise change the Program in any way (including for the purpose of creating a new (derivative) Program;
3.5.2. the right to issue sublicenses to third parties;
3.5.3. the right to disassemble (analyze and examine the target code), decompile (convert the target code into source text), extract the source code of the Program or part of it, adapt the Program, make any changes to the Program code.
Duration and territory of Use of the Program
3.6. HOOP shall grant the Customer the right to use the Program without territory restrictions within the limits, methods and conditions established by the Agreement.
3.7. The license shall be granted for a period of 12 (twelve) months from the date of provision to the Customer of Full access to the Program. The Parties may agree on a different period for granting the License in the Application form.
3.8. If neither Party notifies the other 15 (fifteen) calendar days before the expiration of the License of its intention to terminate the License, the validity of the License shall be automatically extended for the same period, taking into account the provisions of clause 3.7 and clause 4.3 of the Agreement, unless the Parties agree on other conditions in the Application form. The number of extensions shall not be limited.
If the Customer does not renew the License, HOOP will terminate the Customer's access to the Program upon expiration of the License.
4. SIZE OF THE LICENSE FEE AND PAYMENT PROCEDURE
License fee amount
4.1. The License fee may consist of:
4.1.1. fixed license fee;
4.1.2. variable license fee.
The fixed license fee shall be a fixed amount of money paid by the Customer for the period of use of the Program specified in the Application form.
The variable license fee shall be the percentage (%) agreed upon by the Parties in the Application form of the cost of the goods/services/works paid for by the Client in the Order placed through the “HOOP GUEST” Program module, regardless of how the goods/services/works in the Order were paid for – in cash or non-cash funds.
4.2. The Customer shall pay HOOP a fee for providing the License in accordance with the terms and conditions signed by the Customer and accepted by HOOP in the Application form. The remuneration paid by the Customer shall be non-refundable.
The amount of the remuneration shall include all necessary taxes to be paid.
4.3. In case of renewal of the License in accordance with clause 3.8 of the Agreement, HOOP shall have the right to unilaterally change the amount of remuneration, starting:
- from the 13th (thirteenth) month of using the Program, or
- on the month following the last month of granting the License if the Parties in the Application form agreed on a different period for its provision.
HOOP shall be obliged to notify the Customer of changes in the amount of remuneration no later than 30 (thirty) calendar days before the start of the new period of using the Program.
4.4. Failure by the Customer to register in the Program, other cases of non-use of the Program during the period of provision of the License, including failure by the Customer to log into the Account, shall not affect the amount and procedure for payment of remuneration in accordance with Section 4 of the Agreement.
4.5. Additional services, as defined in the text of the Agreement, shall not be included in the amount of the license fee and be agreed upon by the Parties separately in additional agreements to the Agreement.
5. PROCEDURE FOR USING THE PROGRAM
5.1. Before starting to use the Program, the Customer shall go through the Registration procedure.
5.2. The Customer shall be independently responsible for the security (resistance to guessing) of the password they have chosen, and also independently ensure the confidentiality and protection of its password.
5.3. The Customer shall be solely responsible for all actions/inactions (as well as their consequences) within or using the Program under its Account, including cases of voluntary transfer or failure to maintain confidentiality of data for access to its Account to third parties under any conditions (including contracts or agreements).
5.4. In this case, all actions within or using the Program under the Account shall be considered to be carried out by the Customer itself, with the exception of cases that occur after HOOP receives from the Customer a notification about unauthorized use of the Program under the Account or about any violation (suspicion of violation) of password confidentiality in the manner provided for in the Agreement.
5.5. The Customer shall be obliged to immediately notify HOOP of any unauthorized access to the Program using its Account or of any violation (suspected violation) of the confidentiality of its password. For security purposes, the Customer shall be obliged to independently safely shut down work under its Account (the “Exit” field) at the end of each session of working with the Program.
HOOP shall not be responsible for possible loss of data, as well as other consequences of any nature that may occur due to the Customer’s violation of the provisions of this clause.
5.6. The Customer shall have the right to post any data and information in the Account, unless this violates the terms of the Agreement and applicable law.
5.7. The Customer itself shall be directly responsible for the content of the Account and the data created and maintained by the Customer.
HOOP shall not exercise preliminary control over the content of information posted and/or distributed by the Customer, however, when the placement and distribution of such information is contrary to the law, HOOP shall have the right to block or delete the corresponding Account and data with notification to the Customer.
5.8. The procedure for using the Program by Clients shall be determined in accordance with the Documentation.
6. TECHNICAL SUPPORT
Technical support
6.1. HOOP shall provide Technical Support to the Customer, including on issues related to the use of the Program, as well as technical problems affecting the performance of the Program and the functionality of the Program, within the functionality established by the Agreement and Documentation.
6.2. The Customer shall have the right to contact the Technical Support service without paying additional remuneration:
6.3. Contacting the Technical Support service shall be possible in the following ways:
6.4. To provide Technical Support, HOOP shall have the right to require the Customer to provide information necessary to provide Technical Support, including information regarding Account data, technical characteristics of equipment and other necessary information.
Troubleshooting technical problems
6.5. HOOP shall guarantee that the Program will comply with the functionality and purposes of using the Program within the limits established in the Agreement and Documentation.
6.6. At the same time, the Parties shall acknowledge that the Program is a complex technological object, and during operation, errors of a systematic as well as random (one-time) nature (hidden defects) may appear arising under unique conditions of access to the Program functions (communication channels with unstable communication, problems with user equipment, etc.) created by the Customer.
6.7. If, when using the Program, technical problems are discovered that affect the performance and functionality of the Program, within the limits of the functionality of the Program established by the Agreement and Documentation, HOOP will take measures to correct them as soon as possible, notifying the Customer about this, in this case:
6.7.1. The Parties shall agree that an exact determination of the time frame for eliminating a technical problem cannot be established, since the Program closely interacts with other third-party computer programs, operating systems and hardware resources of the Customer’s computer, and the performance and time to resolve problems do not fully depend only on HOOP;
6.7.2. the period for eliminating such a technical problem cannot exceed 10 (ten) calendar days, with the exception of force majeure circumstances, of which HOOP shall be obliged to notify the Customer within a reasonable time after their occurrence.
6.7.3. if HOOP does not eliminate the technical problem within the period established by this clause of the Agreement, the Customer shall have the right to demand payment to HOOP of a penalty in the amount of 0.1% (zero point one percent) of the amount specified in the Customer's Account for each day the deadline for eliminating the technical problem is exceeded, but not more than 10 % (ten percent) of the total price of the Agreement.
Scheduled maintenance work
6.8. HOOP shall have the right to carry out scheduled maintenance work related to critical updates of infrastructure, equipment, and software, which may result in the unavailability of a number of Program functions. HOOP shall be obliged to notify the Customer about scheduled maintenance work at least 24 (twenty-four) hours before it begins.
7. RESPONSIBILITY. LIMITATION OF LIABILITY
7.1. In the event of failure to fulfill or improper fulfillment of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of the Agreement.
7.2. HOOP shall not be responsible for damages and losses of the Customer if the Application form is signed by a person who does not have the appropriate authority.
7.3. HOOP shall not be responsible for the Customer’s inability to use the Program due to reasons within the Customer’s control. HOOP shall not assume any responsibility, including for the compliance of the Program with the goals and expectations of the Customer.
7.4. In case of delay in payment of remuneration for the provision of the License, HOOP shall have the right to demand payment by the Customer of a penalty in the amount of 0.1% (zero point one percent) of the amount owed for each day of delay.
7.5. In the event of non-payment of remuneration by the Customer within the period determined in the manner provided for in the Agreement, HOOP shall have the right, subject to prior notification to the Customer at least 3 (three) calendar days in advance, to suspend access to the Customer's Account until the date of repayment of the debt by the Customer (the License period in this case is not subject to recalculation).
7.6. The Parties shall undertake to use information about the financial (commercial) terms of cooperation under the Agreement, as well as information that became known during the negotiations of the Parties prior to the conclusion of the Agreement, solely for the purpose of making mutual settlements, not to disclose financial (commercial) terms of cooperation to third parties, to not use information about financial (commercial) terms of cooperation for commercial purposes, to refrain from actions that may directly or indirectly lead to property damage to the other Party and (or) damage its business reputation.
In case of non-compliance by one of the Parties with the obligations, provided for in this paragraph of the Agreement, such Party shall pay a fine in the amount of 1,000 (one thousand) USD.
7.7. HOOP shall not initiate or control the placement of any information by the Customer in the process of using the Program, shall not influence its content and integrity, and at the time of posting this information shall not and cannot know whether it violates the legally protected rights and interests of third parties, international treaties and current legislation.
7.8. If the Customer commits actions prohibited by current legislation, HOOP shall have the right to take measures to identify and prevent these violations with notification to the Customer.
7.9. HOOP shall not be liable to the Customer for any damage, any loss of income, profit, information or savings associated with the use or inability to use the Program in the absence of HOOP’s fault, including in the event of prior notification by the Customer of the possibility of such damage, or any claim by a third party.
7.10. HOOP shall not provide the Customer with communication services, shall not organize for him access to information systems of information and telecommunication networks, including the Internet, and shall not carry out activities for receiving, processing, storing, transmitting, delivering telecommunication messages.
8. PROCESSING OF PERSONAL DATA
8.1. The Parties shall agree to comply with all applicable data protection laws («Law»).
8.2. HOOP shall have the right to process personal data on behalf of the Customer in accordance with applicable data protection legislation. HOOP shall hereby agree to use personal data only for the purposes specified in the Agreement and for no other purposes.
8.3. HOOP shall undertake to process the Customer’s personal data solely in accordance with the Agreement and applicable data protection laws. HOOP shall be obliged to maintain the confidentiality of Personal data and ensure the security of Personal data when processing it.
8.4. The Customer shall represent and guarantee that the Customer, as a personal data Controller, has obtained the legally binding consent of the personal data subjects (including the Customer’s employees) to process Personal Data in accordance herewith.
HOOP shall have the right to request a copy of such consent from the Customer in order to verify the legality of the processing of personal data, and the Customer shall be obliged to provide HOOP with a copy of the requested consent.
The Customer shall be prohibited from providing or transferring any personal data for processing by HOOP in the absence of the consent of the personal data subject to the processing of personal data in accordance with the Agreement.
The Customer shall undertake to compensate HOOP for damages of any nature caused as a result of the Customer’s violation of the assurance given in this clause.
8.5. In case of violation by the Parties of their obligations to process and protect personal data in accordance with applicable law, the Parties shall bear responsibility as provided by law.
9. WARRANTIES AND REPRESENTATIONS
9.1. Each Party shall assure the other Party that:
9.1.1. it is an entity duly created (registered) and acting in accordance with the legislation or personal law of the country of the Party;
9.1.2. the representative signing the Application form has all the necessary powers to do so;
9.1.3. when concluding the Agreement, one Party provides the other Party with complete and reliable information about itself;
9.1.4. the conclusion of the Agreement does not violate any rights of third parties, incl. intellectual rights, obligations of the Party to third parties;
9.1.5. it has received the consent/approval of management bodies and/or third parties, which by virtue of law and/or constituent documents may be necessary to conclude the Agreement, including if the Agreement is a major transaction or an interested party transaction for the Party;
9.1.6. it has the personnel, property, and financial resources necessary to fulfill its obligations under the Agreement;
9.1.7. The Agreement shall be concluded by the Parties voluntarily, the Parties shall not be misled as to the legal nature of the Agreement and/or the legal consequences that arise for the Parties or may arise in connection with the conclusion of the Agreement.
10. NOTICES
10.1. The Parties agreed to give legal force to electronic correspondence that the Parties may exchange in connection with the conclusion, execution, termination of the Agreement, as well as for requesting and providing Technical Support, if such electronic correspondence is sent using the email addresses specified in this clause of the Agreement:
10.1.1. for HOOP:
10.1.2. for the Customer:
10.2. Electronic correspondence that meets the requirements of clause 10.1 shall be recognized as having legal force similar to documents drawn up on paper and signed with the handwritten signature of an authorized representative of the relevant Party, and can serve as evidence in court.
10.3. The Parties shall also recognize the legal force of documents sent by the Parties to each other in the form of electronic documents may be executed by either facsimile or electronic (.pdf) signature (f.e. DocuSign), or any other handwritten signature equivalent, which shall be valid and equated to the original signature.
10.4. Any Party shall be obliged to notify the other Party within 10 (ten) days of changes in its name, address, banking and other details. Bank details, as well as email addresses for sending notifications, can also be changed by an information letter certified by the signature of the manager whose details are subject to change.
11. APPLICABLE LAW. DISPUTE RESOLUTION
11.1. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the United Arab Emirates (UAE).
11.2. The Parties agree that any action arising out of or in connection with this Agreement will be heard in the federal, state, or local courts in United Arab Emirates (UAE), and each Party hereby irrevocably consents to the exclusive jurisdiction and venue of these court.The Parties will strive to resolve all controversial issues related to the execution of the Agreement through negotiations. If, as a result of negotiations, the Parties do not reach an agreement on a controversial issue, the dispute, at the initiative of either Party, may be referred to the court at the seat of HOOP for resolution.
11.3. Before filing a claim arising from the Agreement, the Party that believes that its rights have been violated shall be obliged to send a claim to the other Party. The Party that received the claim shall be obliged to consider it and provide a written reasoned response to the other Party within 30 (thirty) days from the date of receipt of the claim.
12. DURATION, CHANGE AND TERMINATION OF THE AGREEMENT
12.1. The Agreement shall come into force from the date of signing the Application form by the Customer and be valid until the end of the License period provided for in accordance with clauses 3.7 - 3.8 of the Agreement.
12.2. If 15 (fifteen) days before the last day of the Agreement neither Party notified the other Party in writing of its intention to terminate the Agreement, the Agreement shall be automatically extended for the next 12 (twelve) months, unless a different period is agreed upon by the Parties under the terms of the Application form. The number of extensions of the Agreement shall not be limited.
12.3. HOOP shall have the right, in the event of a violation by the Customer of the terms of the Agreement, to unilaterally, out of court, cancel the Agreement with prior written notice 30 (thirty) days before the date of termination, unless a different, longer period is specified in the notice.
12.4. In case of early cancellation of the Agreement by any Party and for any reason, the license fee for the License previously paid by the Customer shall not be returned, unless such refusal of the Agreement is related to documented violations of the Agreement by HOOP.
12.5. If the Agreement is rejected by any Party and for any reason, the Customer shall be obliged to stop using the Program completely.
12.6. HOOP shall have the right to change the Agreement, by publishing a new version of the Agreement at the address on the Internet information and telecommunications environment specified in the preamble of the Agreement. Such changes shall become mandatory for the Parties from the moment the new version of the Agreement is posted.
13. MISCELLANEOUS
13.1. The Parties shall undertake to comply with the applicable anti-corruption legislation. The Parties shall be obliged to report any requests or demands regarding improper financial or other benefits received by the Parties in connection with the execution of the Agreement. The Parties shall undertake not to take any actions that may violate anti-corruption legislation.
13.2. In case of violation by the Parties of the obligations provided for in clause 13.1 of the Agreement, the Parties shall have the right to unilaterally, out of court, refuse to perform the Agreement and not compensate for losses in the event of termination of the Agreement in accordance with this clause.
13.3. The Parties shall undertake during the term of the Agreement, as well as for 3 (three) years from the date of termination hereof, to keep confidential the Confidential Information received by them in any form by any means, without the prior consent of the disclosing Party, not to disclose or allow disclosure, not to transfer or provide third parties with access to Confidential Information (except for the disclosure of Confidential Information to affiliates, contractors, consultants, creditors, accountants, lawyers, employees of the Parties, subject to the existence of an agreement with such persons providing for conditions for maintaining the confidentiality of Confidential Information), not to use Confidential Information for any other purpose than for the purposes provided for in the Agreement, and also to take all necessary sufficient measures to maintain confidentiality and to avoid disclosure of Confidential Information to third parties.
13.4. The Customer shall have no right to assign or transfer to third parties the rights and obligations under the Agreement.“20” June 2024
Hereby,
ENMIND-FZCO («HOOP»)
(Registration address: Dubai Silicon Oasis, DDP, Building A3, Dubai, United Arab Emirates, Premises Number A3-L1-102, Registration number: DSO-FZCO-17056, License Number: 18511),
shall offer to conclude a License Agreement (Agreement) on the terms and conditions provided below for legal entities interested in HOOP services («Customers»).
The current version of the Agreement is upload on the Internet at the following link: https://hoop.expert/license_agreement
The Agreement shall not be a public offer, it shall be considered concluded when the Parties perform actions in accordance with Section 2 of the Agreement.
The right to use the Program under the terms of a non-exclusive License shall be considered granted from HOOP to the Customer on the date that Full access to the Program is provided to the Customer.
1. TERMS USED
Account – a personal section of the Customer containing data and settings related to the Customer’s use of the Program, access by the Customer, which is exercised using a login/password and/or a special API key that allows the Customer to be identified and authorized.
Additional services – additional software components and software solutions provided by HOOP, the use of which may require an extension of the License provided to the Customer.
API – a software interface for interaction of the Program module with third-party applications through the use of public methods, integration methods published by HOOP.
Application form – a document to the Agreement between HOOP and the Customer, containing the terms of use of the Program. The Customer shall enter into the Agreement by signing the Application form. The Application forms for the “HOOP STAFF”, “HOOP GUEST” should be sent to the contact e-mail address, which is obtained through negotiations.
Clients – persons who use the “HOOP GUEST” Program module to purchase goods/work/services from the Customer. The procedure for Clients to use the “HOOP GUEST” Program module shall be defined in the Documentation.
Confidential information – information of a financial and economic nature arising from the relations of the Parties under the Agreement
Documentation – instructions, rules for using the Program, upload at the link:https://hoop.expert/documentation.
Full access to the Program – the period, during which HOOP grants the Customer the right to use the Program on the terms agreed in the Application form.
Hotel rooms – a set of rooms (rooms for accommodation) that the Customer uses to provide its services.
Profile – a record in the Program module system (login/password pair or special API key) that stores data that allows the Customer to be identified and authorized.
Program module “HOOP STAFF” – a platform for optimizing the work of hotel staff, which is the part of the Program.
Program module “HOOP GUEST” – a platform that provides the Client with the opportunity to allow Hotel Guests, using technical devices, to quickly and conveniently receive information about additional goods, works, services sold/provided by the Customer, select and pay for them. Program module «HOOP GUEST» is the part of the Program.
Program – HOOP software, consisting of Program modules “HOOP STAFF”, “HOOP GUEST”. When using the term Program, it also means separates Program modules. The legal regime for the protection of the Program shall also apply in full to individual Program modules, as components of the Program.
Order – a request to purchase goods/services/work from the Customer, as well as booking the time for delivery of goods, provision of services, performance of work, issued by the Customer through the “HOOP GUEST” Program module.
Settlement period – a period of time specified in the Application form of the “HOOP GUEST” Program module, based on the results of which the Parties reconcile the volume of Services provided by the Customer and goods sold by the Customer.
Registration – actions of the Customer aimed at creating an Account in the Program.
Technical support – activities carried out by HOOP within the established limits and volumes, in particular in accordance with Section 6 of the Agreement, to ensure the functioning of the Program module, including information and consulting support to the Customer on the use of Program modules.
Use of the Program – use of functionality and/or launch of the Program in the manner specified in the Agreement, as well as documentation for using the Program.
2. AGREEMENT CONCLUSION PROCEDURE
2.1. In order to conclude the Agreement, HOOP shall send the Customer a draft Application form for the relevant Program module with the completed section “Main terms”.
2.2. The draft Application form shall be sent to HOOP in the form of a Microsoft Word text document via email, which HOOP receives from the Customer during the negotiation process.
2.3. Having received the draft Application form, the Customer shall:
- check the completed HOOP section “Main terms”,
- upon agreement with the contents of the section “Main terms of the Agreement”, independently fill out the remaining sections of the draft Application form,
- sign the Application form.
2.4. The Customer shall sign and send the completed Application form to HOOP no later than the date of provision of Full access to the Program indicated by HOOP in the draft Application form. A different period for signing and sending the Application form by the Customer may be agreed upon by the Parties separately.
If the Customer receives the Application form after the date determined in the above order, HOOP shall have the right to refuse to conclude an Agreement with the Customer.
2.5. By signing the Application form, the Customer shall agree to the terms and conditions set out in the Application form, as well as the terms of the Agreement. The date of signing the Application form by the Customer shall be recognized by the Parties as the date of conclusion of the Agreement.
2.6. Signing of the Application form shall be possible only if all sections of its text are completed, unless otherwise agreed by the Parties. Partial completion of the Application form or changing the form of the Application form shall not be allowed.
2.7. At the moment of signing the Application form, the Agreement shall be concluded between the Parties in the version posted by HOOP via the link in the preamble of the Agreement, as of the date of signing the Application form.
2.8. By signing the Application form, the Customer shall confirm that the signatory of the Application form has all the necessary powers to act without a power of attorney on behalf of the person signing the Application form.
2.9. The Application form signed by the Customer shall be sent to HOOP in one of the following ways:
- in the form of an electronic image of the document (scan) to the email address specified in Section 10 of the Agreement - no later than 1 (one) business day from the date of its signing,
- in the form of an electronic document signed with an electronic signature, using an electronic document management system (for example DocuSign) – no later than one (1) day from the date of its signing.
2.10. After receiving the Application form signed by the Customer, HOOP shall check the Application form and, if there are no comments on the sections of the Application form completed by the Customer, provide the Customer with Full access to the Program from the date specified in the Application form.
2.11. If there are comments to the sections of the Application form completed by the Customer, HOOP, before the date of provision of Full access recorded in the Application form sent by the Customer, shall return the Application form to the Customer indicating the comments. The Customer shall eliminate the comments in the Application form and re-send it to HOOP before the date of provision of Full access recorded in the Application form.
3. SCOPE OF THE AGREEMENT
3.1. HOOP shall undertake to provide the Customer with the right to use the Program or its individual units under the terms of a non-exclusive (simple) license under the terms of the Agreement (hereinafter referred to as the «License»), and the Customer shall undertake to pay HOOP a fee for the provided License.
Methods of Using the Program. Restrictions on Use of the Program.
3.2. The License shall be provided on SaaS terms, which provide for the use of the Program without transferring a copy of the Program to the Customer, without the right to download the Program and install all or part of the Program on the Customer’s equipment (server).
3.3. The Customer shall have the right to use the Program in accordance with its functional purpose in the manner and under the conditions specified in the Agreement.
3.4. Within the stated functional purpose, the Customer shall have the right to access the Program around the clock and reproduce the Program interface on the device used by the Customer.
Access to the Program shall be provided by the Customer specifying unique identification data (login, password, provided QR code) in the Program interface.
3.5. The Parties agreed that since the full application use of the Program by the Customer is carried out without transferring a copy of the Program to the Customer (maintenance and management of the Program is carried out by HOOP independently), the Customer shall not be granted the following rights:
3.5.1. the right to process (modify) or otherwise change the Program in any way (including for the purpose of creating a new (derivative) Program;
3.5.2. the right to issue sublicenses to third parties;
3.5.3. the right to disassemble (analyze and examine the target code), decompile (convert the target code into source text), extract the source code of the Program or part of it, adapt the Program, make any changes to the Program code.
Duration and territory of Use of the Program
3.6. HOOP shall grant the Customer the right to use the Program without territory restrictions within the limits, methods and conditions established by the Agreement.
3.7. The license shall be granted for a period of 12 (twelve) months from the date of provision to the Customer of Full access to the Program. The Parties may agree on a different period for granting the License in the Application form.
3.8. If neither Party notifies the other 15 (fifteen) calendar days before the expiration of the License of its intention to terminate the License, the validity of the License shall be automatically extended for the same period, taking into account the provisions of clause 3.7 and clause 4.3 of the Agreement, unless the Parties agree on other conditions in the Application form. The number of extensions shall not be limited.
If the Customer does not renew the License, HOOP will terminate the Customer's access to the Program upon expiration of the License.
4. SIZE OF THE LICENSE FEE AND PAYMENT PROCEDURE
License fee amount
4.1. The License fee may consist of:
4.1.1. fixed license fee;
4.1.2. variable license fee.
The fixed license fee shall be a fixed amount of money paid by the Customer for the period of use of the Program specified in the Application form.
The variable license fee shall be the percentage (%) agreed upon by the Parties in the Application form of the cost of the goods/services/works paid for by the Client in the Order placed through the “HOOP GUEST” Program module, regardless of how the goods/services/works in the Order were paid for – in cash or non-cash funds.
4.2. The Customer shall pay HOOP a fee for providing the License in accordance with the terms and conditions signed by the Customer and accepted by HOOP in the Application form. The remuneration paid by the Customer shall be non-refundable.
The amount of the remuneration shall include all necessary taxes to be paid.
4.3. In case of renewal of the License in accordance with clause 3.8 of the Agreement, HOOP shall have the right to unilaterally change the amount of remuneration, starting:
- from the 13th (thirteenth) month of using the Program, or
- on the month following the last month of granting the License if the Parties in the Application form agreed on a different period for its provision.
HOOP shall be obliged to notify the Customer of changes in the amount of remuneration no later than 30 (thirty) calendar days before the start of the new period of using the Program.
4.4. Failure by the Customer to register in the Program, other cases of non-use of the Program during the period of provision of the License, including failure by the Customer to log into the Account, shall not affect the amount and procedure for payment of remuneration in accordance with Section 4 of the Agreement.
4.5. Additional services, as defined in the text of the Agreement, shall not be included in the amount of the license fee and be agreed upon by the Parties separately in additional agreements to the Agreement.
5. PROCEDURE FOR USING THE PROGRAM
5.1. Before starting to use the Program, the Customer shall go through the Registration procedure.
5.2. The Customer shall be independently responsible for the security (resistance to guessing) of the password they have chosen, and also independently ensure the confidentiality and protection of its password.
5.3. The Customer shall be solely responsible for all actions/inactions (as well as their consequences) within or using the Program under its Account, including cases of voluntary transfer or failure to maintain confidentiality of data for access to its Account to third parties under any conditions (including contracts or agreements).
5.4. In this case, all actions within or using the Program under the Account shall be considered to be carried out by the Customer itself, with the exception of cases that occur after HOOP receives from the Customer a notification about unauthorized use of the Program under the Account or about any violation (suspicion of violation) of password confidentiality in the manner provided for in the Agreement.
5.5. The Customer shall be obliged to immediately notify HOOP of any unauthorized access to the Program using its Account or of any violation (suspected violation) of the confidentiality of its password. For security purposes, the Customer shall be obliged to independently safely shut down work under its Account (the “Exit” field) at the end of each session of working with the Program.
HOOP shall not be responsible for possible loss of data, as well as other consequences of any nature that may occur due to the Customer’s violation of the provisions of this clause.
5.6. The Customer shall have the right to post any data and information in the Account, unless this violates the terms of the Agreement and applicable law.
5.7. The Customer itself shall be directly responsible for the content of the Account and the data created and maintained by the Customer.
HOOP shall not exercise preliminary control over the content of information posted and/or distributed by the Customer, however, when the placement and distribution of such information is contrary to the law, HOOP shall have the right to block or delete the corresponding Account and data with notification to the Customer.
5.8. The procedure for using the Program by Clients shall be determined in accordance with the Documentation.
6. TECHNICAL SUPPORT
Technical support
6.1. HOOP shall provide Technical Support to the Customer, including on issues related to the use of the Program, as well as technical problems affecting the performance of the Program and the functionality of the Program, within the functionality established by the Agreement and Documentation.
6.2. The Customer shall have the right to contact the Technical Support service without paying additional remuneration:
- around the clock, seven days a week, 365 days a year (24/7/365) due to technical problems affecting the performance and functionality of the Program, within the functionality established by the Agreement and User Documentation;
- from 11:00 to 20:00, on all days except Saturday and Sunday in order to receive information and consulting support not related to technical problems.
6.3. Contacting the Technical Support service shall be possible in the following ways:
- using a special contact form in the “Training and Support” section of the Account;
- sending an email to: support@hoop.expert;
6.4. To provide Technical Support, HOOP shall have the right to require the Customer to provide information necessary to provide Technical Support, including information regarding Account data, technical characteristics of equipment and other necessary information.
Troubleshooting technical problems
6.5. HOOP shall guarantee that the Program will comply with the functionality and purposes of using the Program within the limits established in the Agreement and Documentation.
6.6. At the same time, the Parties shall acknowledge that the Program is a complex technological object, and during operation, errors of a systematic as well as random (one-time) nature (hidden defects) may appear arising under unique conditions of access to the Program functions (communication channels with unstable communication, problems with user equipment, etc.) created by the Customer.
6.7. If, when using the Program, technical problems are discovered that affect the performance and functionality of the Program, within the limits of the functionality of the Program established by the Agreement and Documentation, HOOP will take measures to correct them as soon as possible, notifying the Customer about this, in this case:
6.7.1. The Parties shall agree that an exact determination of the time frame for eliminating a technical problem cannot be established, since the Program closely interacts with other third-party computer programs, operating systems and hardware resources of the Customer’s computer, and the performance and time to resolve problems do not fully depend only on HOOP;
6.7.2. the period for eliminating such a technical problem cannot exceed 10 (ten) calendar days, with the exception of force majeure circumstances, of which HOOP shall be obliged to notify the Customer within a reasonable time after their occurrence.
6.7.3. if HOOP does not eliminate the technical problem within the period established by this clause of the Agreement, the Customer shall have the right to demand payment to HOOP of a penalty in the amount of 0.1% (zero point one percent) of the amount specified in the Customer's Account for each day the deadline for eliminating the technical problem is exceeded, but not more than 10 % (ten percent) of the total price of the Agreement.
Scheduled maintenance work
6.8. HOOP shall have the right to carry out scheduled maintenance work related to critical updates of infrastructure, equipment, and software, which may result in the unavailability of a number of Program functions. HOOP shall be obliged to notify the Customer about scheduled maintenance work at least 24 (twenty-four) hours before it begins.
7. RESPONSIBILITY. LIMITATION OF LIABILITY
7.1. In the event of failure to fulfill or improper fulfillment of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of the Agreement.
7.2. HOOP shall not be responsible for damages and losses of the Customer if the Application form is signed by a person who does not have the appropriate authority.
7.3. HOOP shall not be responsible for the Customer’s inability to use the Program due to reasons within the Customer’s control. HOOP shall not assume any responsibility, including for the compliance of the Program with the goals and expectations of the Customer.
7.4. In case of delay in payment of remuneration for the provision of the License, HOOP shall have the right to demand payment by the Customer of a penalty in the amount of 0.1% (zero point one percent) of the amount owed for each day of delay.
7.5. In the event of non-payment of remuneration by the Customer within the period determined in the manner provided for in the Agreement, HOOP shall have the right, subject to prior notification to the Customer at least 3 (three) calendar days in advance, to suspend access to the Customer's Account until the date of repayment of the debt by the Customer (the License period in this case is not subject to recalculation).
7.6. The Parties shall undertake to use information about the financial (commercial) terms of cooperation under the Agreement, as well as information that became known during the negotiations of the Parties prior to the conclusion of the Agreement, solely for the purpose of making mutual settlements, not to disclose financial (commercial) terms of cooperation to third parties, to not use information about financial (commercial) terms of cooperation for commercial purposes, to refrain from actions that may directly or indirectly lead to property damage to the other Party and (or) damage its business reputation.
In case of non-compliance by one of the Parties with the obligations, provided for in this paragraph of the Agreement, such Party shall pay a fine in the amount of 1,000 (one thousand) USD.
7.7. HOOP shall not initiate or control the placement of any information by the Customer in the process of using the Program, shall not influence its content and integrity, and at the time of posting this information shall not and cannot know whether it violates the legally protected rights and interests of third parties, international treaties and current legislation.
7.8. If the Customer commits actions prohibited by current legislation, HOOP shall have the right to take measures to identify and prevent these violations with notification to the Customer.
7.9. HOOP shall not be liable to the Customer for any damage, any loss of income, profit, information or savings associated with the use or inability to use the Program in the absence of HOOP’s fault, including in the event of prior notification by the Customer of the possibility of such damage, or any claim by a third party.
7.10. HOOP shall not provide the Customer with communication services, shall not organize for him access to information systems of information and telecommunication networks, including the Internet, and shall not carry out activities for receiving, processing, storing, transmitting, delivering telecommunication messages.
8. PROCESSING OF PERSONAL DATA
8.1. The Parties shall agree to comply with all applicable data protection laws («Law»).
8.2. HOOP shall have the right to process personal data on behalf of the Customer in accordance with applicable data protection legislation. HOOP shall hereby agree to use personal data only for the purposes specified in the Agreement and for no other purposes.
8.3. HOOP shall undertake to process the Customer’s personal data solely in accordance with the Agreement and applicable data protection laws. HOOP shall be obliged to maintain the confidentiality of Personal data and ensure the security of Personal data when processing it.
8.4. The Customer shall represent and guarantee that the Customer, as a personal data Controller, has obtained the legally binding consent of the personal data subjects (including the Customer’s employees) to process Personal Data in accordance herewith.
HOOP shall have the right to request a copy of such consent from the Customer in order to verify the legality of the processing of personal data, and the Customer shall be obliged to provide HOOP with a copy of the requested consent.
The Customer shall be prohibited from providing or transferring any personal data for processing by HOOP in the absence of the consent of the personal data subject to the processing of personal data in accordance with the Agreement.
The Customer shall undertake to compensate HOOP for damages of any nature caused as a result of the Customer’s violation of the assurance given in this clause.
8.5. In case of violation by the Parties of their obligations to process and protect personal data in accordance with applicable law, the Parties shall bear responsibility as provided by law.
9. WARRANTIES AND REPRESENTATIONS
9.1. Each Party shall assure the other Party that:
9.1.1. it is an entity duly created (registered) and acting in accordance with the legislation or personal law of the country of the Party;
9.1.2. the representative signing the Application form has all the necessary powers to do so;
9.1.3. when concluding the Agreement, one Party provides the other Party with complete and reliable information about itself;
9.1.4. the conclusion of the Agreement does not violate any rights of third parties, incl. intellectual rights, obligations of the Party to third parties;
9.1.5. it has received the consent/approval of management bodies and/or third parties, which by virtue of law and/or constituent documents may be necessary to conclude the Agreement, including if the Agreement is a major transaction or an interested party transaction for the Party;
9.1.6. it has the personnel, property, and financial resources necessary to fulfill its obligations under the Agreement;
9.1.7. The Agreement shall be concluded by the Parties voluntarily, the Parties shall not be misled as to the legal nature of the Agreement and/or the legal consequences that arise for the Parties or may arise in connection with the conclusion of the Agreement.
10. NOTICES
10.1. The Parties agreed to give legal force to electronic correspondence that the Parties may exchange in connection with the conclusion, execution, termination of the Agreement, as well as for requesting and providing Technical Support, if such electronic correspondence is sent using the email addresses specified in this clause of the Agreement:
10.1.1. for HOOP:
- outgoing correspondence can be sent from any email addresses ending with @hoop.expert;
- incoming correspondence is sent to email addresses ending with @hoop.expert;
10.1.2. for the Customer:
- outgoing correspondence can be sent from any email addresses specified in the Application form;
- incoming correspondence can be sent to any email addresses specified in the Application form;
10.2. Electronic correspondence that meets the requirements of clause 10.1 shall be recognized as having legal force similar to documents drawn up on paper and signed with the handwritten signature of an authorized representative of the relevant Party, and can serve as evidence in court.
10.3. The Parties shall also recognize the legal force of documents sent by the Parties to each other in the form of electronic documents may be executed by either facsimile or electronic (.pdf) signature (f.e. DocuSign), or any other handwritten signature equivalent, which shall be valid and equated to the original signature.
10.4. Any Party shall be obliged to notify the other Party within 10 (ten) days of changes in its name, address, banking and other details. Bank details, as well as email addresses for sending notifications, can also be changed by an information letter certified by the signature of the manager whose details are subject to change.
11. APPLICABLE LAW. DISPUTE RESOLUTION
11.1. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the United Arab Emirates (UAE).
11.2. The Parties agree that any action arising out of or in connection with this Agreement will be heard in the federal, state, or local courts in United Arab Emirates (UAE), and each Party hereby irrevocably consents to the exclusive jurisdiction and venue of these court.The Parties will strive to resolve all controversial issues related to the execution of the Agreement through negotiations. If, as a result of negotiations, the Parties do not reach an agreement on a controversial issue, the dispute, at the initiative of either Party, may be referred to the court at the seat of HOOP for resolution.
11.3. Before filing a claim arising from the Agreement, the Party that believes that its rights have been violated shall be obliged to send a claim to the other Party. The Party that received the claim shall be obliged to consider it and provide a written reasoned response to the other Party within 30 (thirty) days from the date of receipt of the claim.
12. DURATION, CHANGE AND TERMINATION OF THE AGREEMENT
12.1. The Agreement shall come into force from the date of signing the Application form by the Customer and be valid until the end of the License period provided for in accordance with clauses 3.7 - 3.8 of the Agreement.
12.2. If 15 (fifteen) days before the last day of the Agreement neither Party notified the other Party in writing of its intention to terminate the Agreement, the Agreement shall be automatically extended for the next 12 (twelve) months, unless a different period is agreed upon by the Parties under the terms of the Application form. The number of extensions of the Agreement shall not be limited.
12.3. HOOP shall have the right, in the event of a violation by the Customer of the terms of the Agreement, to unilaterally, out of court, cancel the Agreement with prior written notice 30 (thirty) days before the date of termination, unless a different, longer period is specified in the notice.
12.4. In case of early cancellation of the Agreement by any Party and for any reason, the license fee for the License previously paid by the Customer shall not be returned, unless such refusal of the Agreement is related to documented violations of the Agreement by HOOP.
12.5. If the Agreement is rejected by any Party and for any reason, the Customer shall be obliged to stop using the Program completely.
12.6. HOOP shall have the right to change the Agreement, by publishing a new version of the Agreement at the address on the Internet information and telecommunications environment specified in the preamble of the Agreement. Such changes shall become mandatory for the Parties from the moment the new version of the Agreement is posted.
13. MISCELLANEOUS
13.1. The Parties shall undertake to comply with the applicable anti-corruption legislation. The Parties shall be obliged to report any requests or demands regarding improper financial or other benefits received by the Parties in connection with the execution of the Agreement. The Parties shall undertake not to take any actions that may violate anti-corruption legislation.
13.2. In case of violation by the Parties of the obligations provided for in clause 13.1 of the Agreement, the Parties shall have the right to unilaterally, out of court, refuse to perform the Agreement and not compensate for losses in the event of termination of the Agreement in accordance with this clause.
13.3. The Parties shall undertake during the term of the Agreement, as well as for 3 (three) years from the date of termination hereof, to keep confidential the Confidential Information received by them in any form by any means, without the prior consent of the disclosing Party, not to disclose or allow disclosure, not to transfer or provide third parties with access to Confidential Information (except for the disclosure of Confidential Information to affiliates, contractors, consultants, creditors, accountants, lawyers, employees of the Parties, subject to the existence of an agreement with such persons providing for conditions for maintaining the confidentiality of Confidential Information), not to use Confidential Information for any other purpose than for the purposes provided for in the Agreement, and also to take all necessary sufficient measures to maintain confidentiality and to avoid disclosure of Confidential Information to third parties.
13.4. The Customer shall have no right to assign or transfer to third parties the rights and obligations under the Agreement.“20” June 2024