The Legaleze

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THEHOOP-LA.COM STATING THE TERMS THAT GOVERN YOUR USE OF THEHOOP-LA.COM DOWNLOAD SERVICE. THIS AGREEMENT TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF THEHOOP-LA.COM RULES AND POLICIES COLLECTIVELY CONSTITUTE THE AGREEMENT BETWEEN YOU AND THEHOOP-LA.COM. BY CONTINUING TO USE THE SERVICE YOU STATE YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND THEHOOP-LA.COM MAY REFUSE ACCESS TO THEHOOP-LA.COM DOWNLOAD SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Definition of TheHoop-la.com Download Service.

TheHoop-la.com is the provider of the Download Service that permits you to download digital content such as sound recordings under certain terms and conditions as set forth in this Agreement.

2. Age requirements for use of the Service.

This Service is available for individuals aged 14 years or older. If you are under the age of 14, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. Objectionable Material.

You understand that by using the Service, you may encounter content that may be deemed offensive or objectionable. Nevertheless, you agree to use the Service at your sole risk and that TheHoop-la.com shall have no liability to you for content that may be found to be offensive or objectionable.

4. System Requirements.

Use of the Service requires a compatible computer, Internet access, and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

5. TheHoop-la.com Privacy Policy.

Except as otherwise expressly provided for in this Agreement, the Service is subject to TheHoop-la.com Privacy Policy, which is expressly made a part of this Agreement. If you have not already read TheHoop-la.com Privacy Policy, you should do so now.

6. Receiving/Using TheHoop-la.com Content

Products Requirements. You acknowledge that use of Products may require the use of other hardware and software products (e.g., the ability to make copies of Products on physical media and render performance of Products on digital player devices), and that such hardware and software is your responsibility. Once you receive the Product through the Service, it is your responsibility not to lose, destroy, or damage the Product, and TheHoop-la.com shall be without liability to you in the event of any loss, destruction, or damage.

7. Usage Rules.

Your use of the Audio Files available from TheHoop-la.com is conditioned upon your prior acceptance of the terms of this Agreement.

You shall be authorized to use the Products only for personal, non-commercial use.

You shall be entitled to burn and export Products solely for personal, non-commercial use.

Any burning or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners of any content, sound recording, underlying musical composition or artwork embodied in any Products.

You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any software required for use of the Service or any of the Usage Rules.

The delivery of Products does not transfer to you any commercial or promotional use rights in the Product.

You agree that your use of the Service constitutes your acceptance of and agreement to use Products solely in accordance with the Usage Rules, and that any other use of the Products may constitute a copyright infringement. The Usage Rules shall govern your rights with respect to the Products, in addition to any other terms or rules that may have been established between you and another party. TheHoop-la.com reserves the right to modify the Usage Rules at any time.

You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of TheHoop-la.com. Accordingly, in the event that TheHoop-la.com changes any part of the Service or discontinues the Service, which TheHoop-la.com may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that TheHoop-la.com shall have no liability to you in such case.

8. Delivery of Products.

On occasion, technical problems may delay or prevent delivery of your Product. TheHoop-la.com also reserves the right withhold delivery of any Products, at any time, for any reason, your exclusive and sole remedy with respect to Product that is not delivered will be replaceed of such Product, as determined by TheHoop-la.com.

9. Intellectual Property.

a. Acknowledgement of Ownership. You agree that the Service, including but not limited to graphics, audio clips, and editorial content, contains proprietary information and material that is owned by TheHoop-la.com, and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

b. Removal of TheHoop-la.com Content or Other Materials. Notwithstanding any other provision of this Agreement, TheHoop-la.com and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will TheHoop-la.com be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. TheHoop-la.com may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

c. Copyrights. All copyrights in and to the Service, including but not limited to, TheHoop-la.com Download Service (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by TheHoop-la.com, its agents, and/or its licensors. THE USE OF ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

10. Termination.

Termination of the Service. TheHoop-la.com reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and TheHoop-la.com will not be liable to you or to any third party should it exercise such rights.

11. General Compliance with Laws.

The Service is controlled and operated by TheHoop-la.com from its office in Canada. You agree to comply with all local, provincial, and federal laws, statutes, ordinances, and regulations that apply to your use of the Service.

12. Enforcement of These Terms.

TheHoop-la.com reserves the right to takes steps TheHoop-la.com believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to TheHoop-la.com's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that TheHoop-la.com has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as TheHoop-la.com believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to TheHoop-la.com right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

13. No Responsibility for Third-Party Materials or Web sites.

Certain content, Products, and services available via the Service may include materials from third parties. In addition, TheHoop-la.com may provide links to certain third party websites. You acknowledge and agree that TheHoop-la.com is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. TheHoop-la.com does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you.

14. Disclaimer of Warranties; Liability Limitations.

a. THEHOOP-LA.COM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME THEHOOP-LA.COM MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY THEHOOP-LA.COM) PROVIDED AS IS AND AS AVAILABLE, FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

c. IN NO CASE SHALL THEHOOP-LA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.

d. THEHOOP-LA.COM SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THEHOOP-LA.COM HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

e. THEHOOP-LA.COM DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THEHOOP-LA.COM DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

15. Waiver and Indemnity

BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD THEHOOP-LA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY THEHOOP-LA.COM AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THEHOOP-LA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF THEHOOP-LA.COM CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

16. Changes

TheHoop-la.com reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms) will be effective immediately and incorporated into this Agreement. Your continued use of the TheHoop-la.com Download Service following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

17. Notices

TheHoop-la.com may send you notice with respect to the Service by sending an email message to the email address listed in your contact information, by sending a letter via postal mail to the contact address if listed in your contact information, or by a posting on TheHoop-la.com Web Site. Notices shall become effective immediately.

18. Governing Law

The laws of the Province of Ontario, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, provincial, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with TheHoop-la.com or relating in any way to your use of the Service resides in the courts of the Province of Ontario.

19. Miscellaneous

These Terms of Service constitute the entire agreement between you and TheHoop-la.com and govern your use of the Service, superseding any prior agreements between you and TheHoop-lal.com. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Service 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. TheHoop-la.com's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. TheHoop-la.com will not be responsible for failures to fulfill any obligations due to causes beyond its control.