SERVICE AGREEMENT
between Club United AS
and
all companies and organizations
using HOOPIT

PARTIES:

  1. Club United AS, a company incorporated in Norway (registration number 917 100 179) having its registered office at Krambugata 2, 7011 Trondheim Norway. (herein referred to as “HOOPIT”).
  2. All companies and organizations registered in Hoopit (herein referred to as “customer”).

Hoopit has developed “Hoopit”; a unique and highly scalable software and service solution for exchange of information to and between members, partners, sponsors and advertisers in sports-and leisure clubs (herein referred to as “the Service”). The Service includes a web-based solution, combined with a mobile application.

The Service is hosted and maintained by Hoopit in a robust cloud infrastructure and provides customers with a web-based access for use of the Service.

The present Agreement governs the terms and conditions for the Customers access to the Service and apply for the full term as described herein:

1 SCOPE OF SERVICES

1.1 On the terms and conditions set out herein, Hoopit will perform the following services for the Customer:

  1. Grant access to the use of the Service for a specific number of users (administrators and end-users) for the term of the Agreement.
  2. Assist in set up and initial training for the Customer in use of the Service.
  3. Host and manage the Customers data and content associated with the Service.
  4. Assist the Customers designated data administrators on issues and questions related to the use the Service, as well as provide support in the event of defects or malfunctions to the Service.
  5. Provide updates and improvements of the Service for the benefit of the Customer during the term of the Agreement.

2 ABOUT THE SERVICE

2.1 The Customer will, for the term of the Agreement, be granted a non-exclusive access to the Service for its internal use and with the technical and functional features as described on our web pages hoopit.io-

2.2 If the Customer during the term of the Agreement should require amendments, improvements or changes to the Service as described herein, and which is not part of the standard update services of Hoopit, this will be subject to a separate agreement on commercial terms.

3 INSTALLATION/SET UP AND BASIC TRAINING

3.1 Hoopit is responsible for establishing the required user access to the Service for the designated administrator(s). It is the responsibility of the administrator(s) to establish access to the service for its sponsors and members based on the configuration tools provided through the Admin Console for the Service.

3.2 Hoopit will provide the mobile application for end-users (members etc.) through distribution over Google Play (Android) and iTunes (iOS). All required information for login to the Customers solution is provided to end-users by Hoopit.

3.3 Upon successful completion of the set-up of the Service, Hoopit will offer basic training in use of the Service to the Customer for a total of 1-3 hours. Training will, unless otherwise agreed, be provided as a remote service (online) at a date and time to be agreed between the Parties. Additional services, such as on-site training, assistance in the user-setting etc., will be made available on terms to be agreed separately.

4 SPONSORS, ADVERTISERS AND COMMERCIAL TERMS

4.1 The Service is provided to the Customer free of charge and the mobile application and associated products and services will be provided to end users without any additional cost for the Customer.

4.2 The Customer is responsible for establishing access to the Service for its general sponsors, whereas giving them access to promote products/services and an opportunity to provide information to end-users. The Customer retains any and all revenues generated from these general sponsors and associated activities.

4.3 Hoopit has, for the full term of this Agreement, full and exclusive access to provide advertisements and paid content to be distributed through Hoopit to the end-users affiliated with the Customer. All agreements with advertisers is entered into by Hoopit. Hoopit is responsible for that all advertisements shall be age-appropriate and non-offensive and otherwise in line with any guidelines agreed with the Customer.

5 HOSTING AND CONTENT MANAGEMENT

5.1 Hoopit is responsible for storage and management of data and content uploaded by the Customer for the full term of the Agreement.

5.2 The Customer remains solely responsible for the content uploaded to the Service by the end-users to whom access to the Service has been granted (members, administrators, sponsors etc.) This also includes compliance with privacy issues, copyright and trademark issues etc, and that Hoopit shall be held harmless for any breach of such third party rights. Hoopit will implement a notice-and-takedown policy for the Service, where third parties can request that allegedly infringing or unlawful content is removed or deleted. All details on Terms of Use policy is available on the Hoopit website.

5.3 It is the responsibility of the Customer to provide information to parents/responsible adults for underage users. Such information is also provided in the Hoopit Mobile Application, where all registration of users requires consent by an adult for registration and the sharing . of personal information through use of the Service.5.3Hoopit is responsible for maintaining a backup of Customer data and content and for an orderly and timely recovery of such data in the event that the Service may be interrupted. Unless the loss of data or interruption of Service is a result of gross negligence by Hoopit, recovery of data will be provided as an additional service on commercial terms.

6 PAYMENT SOLUTIONS

6.1 Hoopit provides a platform for facilitation payment services between end-users and the Customer for training/membership fees, merchandise sales and other revenues. The payment solutions implemented through the service is provided by an independent third party (www.stripe.com). Your relationship with Stripe is separate from your relationship with Hoopit and is governed by Stripe’s terms of service. Hoopit is not a bank, a money services business, or a payment processor. Hoopit only provides a platform service(“Connected Platform”) for managing payment transactions. Payments are processed through Stripe.

6.2 Payment processing services for you on Hoopit are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to your agreement with Hoopit, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Hoopit enabling payment processing services through Stripe, you agree to provide Hoopit with accurate and complete information about you and your business, and you authorize Hoopit to share it and transaction information related to your use of the payment processing services provided by Stripe.

7 CUSTOMER SUPPORT

Hoopit will provide second line Customer Support (via e-mail, phone) for inquiries from theCustomers system administrators during business hours (0800-1600 CET) relating to the use of the Service. Hoopit will in a timely manner respond to such inquiries to support theoperationsoftheCustomer.

8 UPDATES, UPGRADES

Hoopit will strive to update and improve the Service during the term of the Agreement for the benefit of the Customer and its other users/clients. Updates could be dependent on third party development and will be provided to the Customer through service update at the discretion of Hoopit if and when updates are available.

9 TERM AND TERMINATION

9.1 This Agreement enters into force on the date of signature and is valid for a 12 month term. If the Agreement is not expressly terminated in writing by the Customer more than 3months prior to the expiry of a contract term, the Agreement is automatically extended by an additional 12 month term.

9.2 The Customer is free to terminate the Agreement at his convenience, with a 90 day written notice, during a contract term.

9.3 Both Parties can terminate this Agreement with immediate effect upon material breach by the other party which is not remedied within 10 days after its occurrence.

9.4 Upon termination of the Agreement for whichever reason, all data and content owned by the Customer shall be delivered to the Customer in the format in which it has been hosted. Upon delivery of the data and content, the material shall be permanently deleted from theService. Further, the access rights for the Service will be terminated accordingly.

10 OWNERSHIP TO INTELLECTUAL PROPERTY IN AND RELATED TO THE SERVICE

10.1 Hoopit retains all ownership and intellectual property rights in and to the Service, hereunder its trademarks, design and visual presentations as well as various software elements and solutions. This includes rights to any components or elements developed for the Customer.

10.2 The Customer rights to the Service is granted for its own use and the Customer cannot sell, assign or otherwise use the Service for the benefit of third parties unless otherwise agreed with Hoopit.

11 OWNERSHIP TO DATA AND CONTENT

The Customer retains any and all rights and ownership to all data and content generated by the Customer and hosted through the Service. Hoopit shall not use or disseminate such data and content for any other purpose than providing the Service on the terms set out herein.

12 PRIVACY AND NON-DISCLOSURE

Hoopit will take all reasonable steps to ensure the integrity and security of any personal data and information hosted on the Service in accordance with applicable law and regulation. Hoopit will not disclose or grant third-parties access to any such personal data for any purpose, and will not itself use such data for any other purpose, commercially or otherwise, than what is required to provide the Services hereunder. However, Hoopit will aggregate anonymous statistics and pattern analysis of use and content and is free to use the results of such statistics for commercial purposes, hereunder related to advertising sales etc.

13 WARRANTIES AND INDEMNIFICATION

13.1 Hoopit warrants and represents that the Service will be provided consistent with the technical and functional specifications set out on our web pages www.hoopit.io hereunder for the term of the Agreement.

13.2 As the sole remedy in the event of a defect or nonconformity constituting a breach of warranty under section 12.1, Hoopit will – upon having received a notification of non-conformity from the Customer – use all reasonable efforts to remedy the defect(s) to ensure the uninterrupted operations of the Service.

13.3 However, Hoopit cannot guarantee that the Service will be performed error-free or uninterrupted or that Hoopit will be able to remedy errors or defects that occur in theService. The Customer accepts and acknowledge that Hoopit does not control transfer of data over communication facilities and that the Service can be subject to limitations, delays and other problems inherent to the use of such communication facilities. Further, in the event of unforeseen storage and access volumes and other extraordinary circumstances, the Service could be temporarily inaccessible or interrupted. Hoopit is not in any event responsible for delays, delivery failures or any other loss or damage related to such problems.

14 GENERAL

14.1 Without prejudice to Hoopit’s responsibilities with respect to confidential treatment of data and content of the Customer, the Customer accepts that the existence of the Agreement and the identity of the Customer can be used by Hoopit as a reference in marketing materials and other promotion. Hoopit will notify the Customer of any such use and provide copies of relevant materials in which the reference to the Customer is included.

14.2 This Agreement is governed by the substantive laws of Norway and any and all disputes related to Agreement are subject to the exclusive jurisdiction of Trøndelag tingrett (municipal court).