1. Acceptance of Terms

Hops 360, Inc. (referred to as “us” or “we”), provides the hops360.com website (https://www.hops360.com) (the “Site”), as well as a hops position tracking and management tool (the “Services”), subject to your compliance with the following terms and conditions of use (“Terms” or “Terms of Use”), as well as any other written agreement(s) between us and you. The Terms herein shall control in the event of a conflict with the terms of any other written agreement between you and us, unless otherwise expressly provided in any such agreement.

We reserve the right to modify or change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of the Site and Services after such modifications or changes will constitute acknowledgement and acceptance of the new Terms. As used in these Terms, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, and partners, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Services available on this Site.

Login Required. In order to access the Services on the Site and to submit User Content (defined below), you must register and set up an account and password. Our account registration page requests certain personal information from you, including, without limitation, your name and email address (“Registration Information”). By registering, you agree that all information provided by you as Registration Information is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

BY USING THIS SITE, REGISTERING FOR THIS SITE AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS IN THE STATE OF NEW YORK. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE AND SERVICES OR THESE TERMS IS TO CEASE USING THE SITE AND/OR SERVICES. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE ‘I AGREE TO THE TERMS OF USE’ BUTTON BELOW. YOUR CONTINUED USE OF THE SITE CONFIRMS YOUR ACCEPTANCE OF THE TERMS.

The Terms, as amended or updated by us, together with all software licenses and all any rules and policies referred to in these Terms, constitute the entire agreement between you and us, unless we have otherwise expressly agreed in a written agreement between you and us. You may not modify any of the Terms. Failure to comply with any part of the Terms may result in our refusal to allow you access to the Site.

Our position tracking and management tool is designed to assist users of the Site in the management of their hop positions, but we provide our Services subject to the limitations described in these Terms of Use, including, without limitation, the Disclaimer (Section 9) and the Limitations of Liability (Section 10). By accepting these Terms of Use, you acknowledge and agree that we cannot guarantee results or assume liability for any decision you make with respect to the management of your hop positions based on our recommendations.

2. Services

Services. We provide hops position tracking and management services with monthly position reports and access to positions in real time (the “Position Management Service” or the Services) for users on the Site. Our algorithms generate proposed actions (BUY, SELL, HOLD or MOVE) that are designed to balance the User’s position based upon User’s inputs and certain conditionals defined by us from time to time. The proposed actions require cooperation and active participation by the User. We are not responsible for actively managing or balancing a User’s hops position unless specifically stated in a separate and mutually agreed management agreement. The purpose of our Services is to provide tools to help Users manage their inventories, contracts, shipments and usage, to provide the User with better visibility into the User’s hop position to facilitate decision-making in the management of hop assets (contracts and inventory). Actions taken with regard to the hop position are at the sole discretion of the User.

We are not a marketplace or clearing-house.

Other services offered by us, including group buying and reallocation services, for which Hops 360 might act as a broker, trader, or agent, will be provided under a separate and mutually agreed master services agreement (a “Master Services Agreement”).

3. Payment

Fees and Expenses. If you choose to purchase the Services provided on our Site, you agree to pay all fees associated with such Services. There is a subscription fee for the Position Management Service that will be billed monthly in advance of service. We reserve the right to alter any fees and the manner of payment at any time. Fees for any services provided under a Master Services Agreement will be specified in such agreement. All refunds for fees are subject to our sole discretion.

You agree to provide us with accurate and complete billing information your name, address and telephone number, and to provide us with any changes to such information within thirty (30) days of the change.

We may invoice Users for payments to be made by bank transfers or other means authorized by us. Payment processing, including credit card processing, will be handled through third-party services.

Overdue Amounts. If, for any reason, you decline or otherwise refuse to pay the amount owed for the Services you have purchased, you agree that we may, at our option, suspend or terminate your use of the Site and Services and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. Unpaid balances will incur interest at a rate of three percent (3%) per month.

4. Site Conduct & Third Party Websites

User-Created Content Guidelines: Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any material uploaded or submitted by you on any part of the Site. By uploading, adjusting, editing or supplying information on the Site, you agree that you will not submit comments, messages, links, code or other information that:

1. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
2. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
3. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site; or
4. impersonates any person or entity, including any of our employees or representatives.

Accuracy of Information and Results. We are not able to verify the accuracy of any information provided by you, including inventory, usage and supplier contracts. We are not able to verify the accuracy of hop positions if the information provided to us is not accurate. Inaccurate information provided by you may result in erroneous recommendations from our position tracking and management tool.

Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.

5. Intellectual Property

Content. For purposes of these Terms, “content” is defined as any information, communications, software or other material that is available to users on our Site and is owned by us or our Affiliates. Content also includes our proprietary algorithms and code, including, without limitation, our code used to calculate and assess hop positions, to match and aggregate hop positions and to facilitate management of hops in the supply chain.

Ownership of Content. By accepting these Terms, you agree that all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of us or our Affiliates.

The name Hops 360, Inc. and all custom graphics, icons, logos and service names are currently or in the process of becoming registered trademarks or service marks of Hops 360, Inc. or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Hops 360, Inc. or our Affiliates.

Limitations on Use of Content. Except to the extent necessary in connection with ordinary use of the Site and the use of User’s own User Content, including the ability to export certain data to a User’s CSV file for use in excel format, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site in any form or by any means whatsoever without prior written permission from us. You may not under any circumstances reverse engineer, decompile or recompile any portion of this Site or any of our proprietary algorithms or code, including, without limitation, our code to calculate and assess hop positions, to match and aggregate hop positions and to facilitate management of hops in the supply chain. Any unauthorized use of Site content violates our intellectual property interests and could result in criminal or civil penalties.

6. Content You Create.

Your Intellectual Property Rights. Any information you may upload to the Site, or request that we upload or modify on your behalf, including supplier contracts, inventory positions, usage and dosing information, (“User Content”) will be protected under, and subject to, the terms and conditions of our Privacy Policy. We consider your information regarding inventory positions, usage and contracts to be confidential and, accordingly, we will use this information only for the purpose of identifying opportunities to buy or sell, or reallocate hop inventory positions, or for the provision of other services under this Site or a Master Services Agreement. We may, however, make available to you and other users of our Services anonymous or aggregated inventory and usage information.

License to User Content. By submitting User Content to the Site, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive right and license to use such User Content in anonymous or aggregated forms worldwide in any form, media or technology now known or hereafter developed for the purposes of providing Services to you and other users of the form. You also grant such right and license to use your User Content in the form submitted by you for the purposes of providing Services to you. Our use of User Content will in all cases be subject to the limitations set forth in these Terms and our Privacy Policy. You warrant that such User Content is accurate and not misleading, and that use or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. You further grant us the right to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms of Use. You must update your User Content if it changes and we reserve the right (but are not required) to contact you to ensure such information is current. If any of your User Content is inaccurate or untrue, you must immediately correct the User Content and notify us of the error. You agree that we are not liable for any loss suffered as a result of incorrect or untrue User Content.

7. Data Stored on Our Servers

Storage Provided by Us. If you opt to store data of any kind on our servers, you understand and agree to abide by our general practices and limits concerning use of the Services available on our Site. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Site. You acknowledge that we reserve the right to remove or terminate accounts which have not paid a subscription fee or transaction fee(s) (if applicable), that remain inactive for longer than one hundred eighty (180) days, or in cases where you have violated one or more terms of this Agreement.

8. Privacy & Security

Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password. You agree to notify us immediately if you believe your password has been compromised or you know of or suspect any unauthorized use of your account. Except for instances of negligence on our behalf, you agree that we are not responsible for any unauthorized use of your account.

Disclosure to Third Party Affiliates. The information we obtain through your use of this Site, including your Registration Information, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

Registration.

By registering and using the Site you agree to make purchases of Services electronically. Your use of the Reallocation Service or Group Buying Service will be subject to the terms and conditions of a separate written agreement between us.

You warrant that you possess compatible hardware, internet access, and certain software, which may require updates. All fees and costs related to your hardware, internet access and software, including updates, shall be your sole responsibility. Your carrier’s normal rates and fees, including text messaging and data fees, will still apply.

9. Disclaimer

ALL CONTENT AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, SERVICES OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE CONTENT OF A SUBSCRIBER’S POSITION IS RELIANT UPON INFORMATION PROVIDED BY SUBSCRIBERS TO US IN GOOD FAITH, BUT WE CANNOT VERIFY THE ACCURACY OF SUCH INFORMATION. ANY NEGOTIATIONS, AGREEMENTS AND CONTRACTS BETWEEN USERS ARE CONDUCTED AT THE USER’S OWN RISK AND SUBJECT TO THEIR OWN VERIFICATION OF SUCH INFORMATION.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES DESCRIBED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

THROUGH YOUR USE OF THE SITE, YOU MAY HAVE THE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER USERS AND VENDORS AND SUCH TRANSACTIONS SHALL BE SUBJECT TO THE TERMS OF A MASTER SERVICES AGREEMENT. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OF SUCH PRODUCTS OR SERVICES AND YOU.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE, THE ADDITION OF FREE OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS SITE SHALL ALSO BE SUBJECT TO THESE TERMS OF USE.

No Guarantee. Although we work hard to provide quality Services, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Services available on this site.

Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Services. You agree that the Services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

10. Limitation of Liability & Indemnification

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to the amount you paid us for Services purchased on the Site during the one (1) month period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR SERVICES OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

YOU MAY NOT CLAIM ANY ASSOCIATION WITH US WITHOUT OUR EXPRESS WRITTEN CONSENT.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF ANY INCORRECT INFORMATION OR USER CONTENT.

You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees, that may arise from your use or misuse of this Site or Services, any User Content you upload or any transactions you engage in with another user. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Any claim or cause of action you may have arising out of or relating to these Terms of Use must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

11. Termination of Use

Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.

No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Services available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 6 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.

12. Miscellaneous Provisions

International Use. Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

Governing Law. The statutes and laws of New York shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue in the federal and state courts of New York. Notices. All notices to Hops 360, Inc. shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at info@hops360.com, if by email, or to our address at Hops 360, Inc., 1701 Genesee Street, Utica, New York 13501, if by conventional mail. You agree to allow us to submit notices to you either through your email address, facsimile number or address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

Waiver of Class Action. You and Hops 360, Inc. agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Hops 360, Inc. expressly agree otherwise, the court may not consolidate or join more than one person's or party's claims against Hops 360, Inc. and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the court may award relief (including monetary, injunctive, and declaratory relief) only in favor of an individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Hops 360, Inc. users.

No Resale Right. You agree not to sell, resell, distribute, reproduce, duplicate, copy, reverse engineer, decompile, recompile, modify or use for any commercial purposes any portion of this Site, or use or access this Site or the Services provided through this Site, beyond the limited rights granted to you under Section 5 of these Terms.

Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

Entire Agreement. Except as we may otherwise have expressly agreed in a Master Services Agreement, these terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s), unless we have otherwise expressly agreed in writing. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.

These terms were last updated on June 21, 2017. © Hops 360, Inc. All Rights Reserved 2017.