HOOPLO GAMEPLAY AND VIRTUAL CURRENCY TERMS AND CONDITIONS

Background

1.1 We are Babuki Limited, a private limited company incorporated under the laws of England and Wales with company number 06517940 whose registered office is situated at Cardiff House, 2nd Floor, Tilling Road, London NW2 1LJ. Our VAT number is GB982936272.

1.2 We trade as 'Hooplo' and therefore refer to ourselves as "Hooplo". Hooplo publishes and promotes social games that you can access and play individually and/or socially with other players. A list of the games that Hooplo currently offers can be found at www.hooplo.com. These games are either owned by Hooplo or by a third party and offered by Hooplo under licence and/or as agent. Hooplo refers to all such games as "Games" (each a "Game"). The Games may be accessed via the 'Hooplo' on-line social gaming platform accessible from the website www.hooplo.com (the "Website") and via Facebook if you have a Facebook account.

1.3 Hooplo does not currently charge players to play Games although it reserves the right to do so in the future. Hooplo generates revenue by:

(a) offering you virtual currency and/or virtual goods for 'real' money to use within Games using any of the payment methods that Hooplo offers from time to time (each a "Payment Method") - please see Condition 6 for more details;

(b) advertising goods and/or services of third parties including by: (i) by serving ads that you might see and respond to when using the Website and playing Games; (ii) by allowing virtual currency and/or virtual goods to be endorsed by third party advertisers; and (iii) by offering you 'free' virtual currency and/or virtual goods for use within Games if you respond to third party advertising in a pre-defined manner. Hooplo uses its own technology and third party technology and engages the services of third parties to serve such ads and track how you engage with them using computer files commonly known as 'cookies' doing so in accordance with the Hooplo Privacy Policy www.hooplo.com/privacy.

2. Hooplo's Contract with You

2.1 These Hooplo gameplay and virtual currency terms and conditions (the "Conditions") apply to your use of the Games, however you have accessed them, and govern your purchase and use of any virtual currency and/or virtual goods offered within the Games or on the Website. Together with the Hooplo Privacy Policy (www.hooplo.com/privacy) the Terms form the "General Terms".

2.2 Further special terms and conditions may apply to your use of specific Games (including, for example, Facebook's terms of service if you access any Games via Facebook), specific Game promotions or the terms and conditions of Games offered by Hooplo under licence or as agent of the Game owner (these are "Special Terms").

2.3 Together the General Terms and the Special Terms constitute your agreement with Hooplo (the "Agreement"). Where there is any conflict between the General Terms and the Special Terms then the Special Terms shall prevail.

2.4 Before you can play the Games you must read and agree to all the Complete Terms. If you refuse to accept this Agreement, you will not be able to play the Games. You should print off or save a copy of this Agreement for your records. This Agreement shall start to apply to your use of the Games (and Virtual Items) from the date on which you first play the Games. This Agreement forms a legally binding contract between you and Hooplo.

2.5 Hooplo reserves the right to change these Conditions at any time by publishing revised terms and conditions with the Game. Such changes shall become effective immediately from the date of their publication.

2.6 Without Hooplo limiting its other remedies, Hooplo may with immediate effect and for any reason at any time: (a) terminate or suspend your Account and use of any or all of the Game(s) at any time; (b) take any technical or legal steps to terminate or suspend your Account and use of any or all of the Game(s). Hooplo may, for example, take action under this Condition if it believes an Account is being used with artificial intelligence software to attempt to cheat or defraud Hooplo (for example, through the use of bots), you are otherwise using any Games for fraudulent or other illegal purposes or you are using virtual currency and/or virtual goods for commercial purposes. Hooplo reserves the right to publish your name and email address and notify third parties.

3. Description of the Games and Changes to their Features and Functionality:

The features and functions of each Game may vary from jurisdiction to jurisdiction. Hooplo gives no warranty, representation or undertaking that a particular feature or function of a Game will be available at any given time and reserves the right to cease to offer any Game, offer new Games and/or amend the features and functions of current Games (by, for example, removing your ability to use virtual currency and/or virtual goods with Games) without notice to you at any time in any jurisdiction for any reason.

4. Setting up Your Account

4.1 Our Games are not intended to target children under the age of 13 and children under the age of 13 should not play our Games at any time.

4.2 To play the Game you must register with Hooplo either via the Website or on Facebook by providing details including who you are, your email address and financial details ("Account Information") to enable Hooplo to provide you with access to and administer your use of the Games, charge you for virtual currency and/or virtual goods using any of the Payment Methods through your account (the "Account"). The Hooplo Privacy Policy (www.hooplo.com/privacy) sets out in further detail what information Hooplo collects about you and what it does with it.

4.3 As part of the registration process, you may be asked to provide log-in details and a password. Your Facebook user ID and password is your log-in and password if you play the Game via Facebook. You acknowledge and understand that your user ID, name and any profile photo may be accessible publicly on-line and/or via Facebook. For safety and security reasons, Hooplo asks you to treat both your log-in details and password as confidential and not to disclose them to any third party. Responsibility for the security of your log-in details and password rests with you. Hooplo reserves the right to refuse to accept your registration or disable your log-in details and password at any time if, in Hooplo's opinion, you use log-in details and/or a password that is used by someone else, is vulgar or otherwise offensive or you have otherwise failed to comply with any of the provisions of these Conditions.

4.4 Hooplo reserves the right to verify your Account Information by requesting certain documents and to refuse your application to register to play Games if Hooplo believes there is reason to do so.

4.5 You warrant, represent and undertake to keep the Account Information you submit accurate, complete and up-to-date at all times including through use of the functionality the Games provide allowing you to up-date such information should it change.

4.6 You shall not have more than one account per platform or on Facebook that you use to play the Game. You alone are responsible for the use of your Account. You agree to notify Hooplo immediately of any unauthorised use of your Account or any other breach of security (and to provide documentary evidence if requested by Hooplo). Hooplo will not be liable for any loss that you may incur as a result of someone else using your persona, log-in details, password or Account, either with or without your knowledge. You will be liable for losses incurred by Hooplo or another party due to someone else using your Account or password. You may not use anyone else's account at any time.

4.7 You can close your Account with Hooplo at any time by following the applicable instructions accessible within your Account on the Website. You acknowledge and agree that you have no ownership interest in your Account or the data contained within it. Hooplo will consider your Account to be active until you close your Account or Hooplo receives a request from you to close your Account. However, Hooplo reserves the right to suspend and/or close your Account if it has been inactive for more than 1 year (and you have failed to respond to any 'just in time' notices (although there is no obligation on Hooplo to send you such notices) in which case you will lose any data within your Account and, subject to applicable law, the right to use any virtual currency and/or virtual goods.

5. Technical Requirements:

It is your responsibility to ensure that you have an appropriate web browser and any other technical requirements in place to play Games through the web browsers Hooplo and Facebook support from time to time. You are responsible for the costs you incur in access and playing Games including any internet usage charges.

6. Hooplo Virtual Currency and Virtual Goods

6.1 General

Hooplo offers you the opportunity to either:

(a) purchase for 'real' money via any Payment Method a licence to use 'virtual currency' and 'virtual goods' within Games; and/or

(b) earn a licence to use 'virtual currency' and/or 'virtual goods' as part of a Hooplo or third party promotional offer or in response to a third party call to action as a result of an ad for third party goods and/or services.

6.2 Hooplo uses the words 'purchase' and 'earn' (although Hooplo might equally have used the words 'buy', 'win' or 'acquire' interchangeably) in these Conditions to describe the limited licence that Hooplo grant you to use virtual currency and/or virtual goods within Games on the further terms below.

6.3 For the purposes of these Conditions:

(a) 'virtual currency' means currency that you cannot physically touch whether in the form of virtual coins, cash, tokens, points, bonuses or otherwise and that can be used within Games to purchase 'virtual goods';

(b) 'virtual goods' means any virtual item that can be used by you with a Game to enhance your game playing experience and might include the use of a specific tool with special powers, enhancement of your game status or the ability to move up a level or to complete a game more quickly, together virtual currency and virtual goods are "Virtual Items".

6.4 Limited Licence: Your purchase and use of Virtual Items is subject to the following:

(a) you can only use virtual currency to purchase virtual goods within Games. Subject only to this Condition 6. and applicable law, virtual currency is not redeemable or refundable i.e. once purchased you will not get the 'real' money you paid back as virtual currency has no real monetary value. Thus, any virtual currency balance shown in your Account does not constitute a real-world balance or reflect any stored value, but rather measures the extent of your limited license to use Virtual Items within Games;

(b) Virtual Items are personal to you and non-transferable. For example, only you can use Virtual Items, you cannot permit anyone else to use them whether via your Account or otherwise and you cannot trade them in any way whether by selling them for real money to other players, exchanging them for other items or dealing or disposing of them in any other way (with the exception of any in-game Virtual Item auction function that Hooplo may elect to offer); and

(c) unless your rights to use Virtual Items end as a result of Hooplo having to suspend or close your Account pursuant to these Conditions, your right to use Virtual Items expires 1 year after date of purchase unless Hooplo decides in its sole discretion to provide you with a refund or applicable law entitles you to a refund for any unused virtual currency.

6.5 Pricing:

(a) The price payable by you (the "Price") for Virtual Items is the price indicated within the applicable Game at the time you make your purchase. If you are resident in the European Union, the Price includes any applicable VAT. Hooplo reserves the right to change the Price and specifications for any Virtual Items at any time for any reason. If the price or specification published within the applicable Game is materially incorrect when you place an order for those Virtual Items and you contact Hooplo to inform us of this incorrect information, we will: (i) provide you with the correct price or specification; and (ii) ask you to confirm whether you would like to purchase the applicable Virtual Items at the correct price or specification. If applicable, Hooplo will also state the period for which the offer or Price remains valid. If you choose not to complete your purchase at the corrected price or product specification, Hooplo will provide you with a full refund for any amounts already paid by you.

(b) Errors: Hooplo makes every effort to ensure that errors and mistakes do not incur in Games in relation to pricing and the purchase and use of Virtual Items. Hooplo reserves the right to void any such obvious error or mistake in this regard however they result (including, for example, errors or mistakes due to human error or technical fault resulting in, for example, virtual currency being mispriced giving you an opportunity to profiteer from this mispricing). You will forfeit any virtual currency and/or virtual goods that result from such error or mistake.

6.6 Availability and Cooling-Off Periods:

(a) Hooplo reserves the right to limit the amount of Virtual Items you can purchase in a given period.

(b) Virtual Items may only be purchased and used by players in jurisdictions where such activities are permitted under applicable law. Virtual Items may only be purchased from Hooplo through the Games or as otherwise expressly authorised. Hooplo reserves the right to refuse your request(s) to purchase virtual currency and virtual goods, and Hooplo reserves the right to limit or block any request by a player to purchase virtual currency or virtual goods for any reason.

(c) If you reside in the European Union and you purchase virtual currency or virtual goods then you have the right to withdraw from your purchase within seven calendar days, commencing on the day after the date of your purchase (your "Cooling-Off Period") pursuant to the EU Directive 97/7/EC on the protection of consumers in respect of distance contracts. However, you will lose your rights in relation to your Cooling-Off Period if you use your virtual currency or virtual goods within this period or if the performance of our offering to you of our Games has begun before the end of the Cooling Off Period. Accordingly, please note that if you purchase virtual currency from Hooplo, your right to the Cooling-Off Period is lost as the performance of our services begins immediately your purchase is completed as the Game services it provides are immediately made available to you.

6.7 Payment Methods: Payment Methods accepted by Hooplo are published in the Game and include credit card and mobile payment methods. If you pay for virtual currency by credit card, then you must supply your credit card details when you place your order. Hooplo will not make any virtual goods available to you until your credit card issuer or alternative billing and payment provider has authorized the use of your card or other applicable method for payment. If you elect to use the services of an alternate billing and payment provider, you will be bound by that third party provider's terms and conditions, which are available from the provider. Where these Conditions and a third party payment provider's terms and conditions conflict then the latter will prevail. You may be required to create an account with the alternate provider, and to provide that provider with your bank account or credit or debit card details.

6.8 If you purchase Facebook credits from Facebook your use of such credits is subject to Facebook's payment terms and Hooplo is not a party to the transaction.

7. Terms of Access

7.1 Your access to the Games is subject to a non-exclusive and non-transferable licence permitting you to play Games for your own personal, non-commercial entertainment purposes.

7.2 You shall not: (a) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any Game (or any element thereof) except as may be allowed by any applicable law; (b) attempt to obtain, or assist others in obtaining, access to or taking content from any Game; or (c) use the Games in any way that Hooplo deems might breach these Conditions, contravene applicable laws and regulations or attempt to circumvent the spirit and intent of the service that the Website provides (by, for example, cheating, hacking or attempting to use virtual currency and/or virtual products for commercial purposes).

8. Third Party Advertising

8.1 Hooplo may generate revenue from your playing of Games by advertising goods and/or services of third parties including: (i) by serving ads that you might see and respond to when using the Website and playing Games; (ii) by allowing virtual currency and/or virtual goods to be endorsed by third party advertisers; and (iii) by offering you 'free' Hooplo virtual currency and/or virtual goods for use within Games if you respond to third party advertising in a pre-defined manner. Hooplo uses its own technology and third party technology and engages the services of third parties to serve such ads and track how you engage with them using computer files commonly known as 'cookies' doing so in accordance with the Hooplo Cookie Policy (www.hooplo.com/privacy).

8.2 Certain links, including hypertext links, from the Game will take you outside the Game and any platform from which the Game is accessed. This does not imply endorsement or approval by Hooplo of the linked site, its operator or its content. You acknowledge that Hooplo does not control the content on such websites and, as such, does not guarantee the accuracy, integrity or quality of such content. Such linked sites' may collect data (including personal data) about you pursuant to the terms and conditions and policies of that site or invite you to participate in a promotional offer in return for receiving virtual currency – any charges or obligations you incur in your dealings with these third parties are your responsibility. Under no circumstances will Hooplo be liable in any way for any content or any damage incurred as a result of you accessing any content posted or otherwise transmitted via the websites to which Hooplo provides hyperlinks.

9. Intellectual Property

9.1 The Website, Games and Virtual Items: All right, title and interest to all intellectual property in the Website, the Games and Virtual Items(including game titles; catchphrases; tag lines; characters and character names; themes, concepts and game formats; animation, artwork, ad creative and other visual content; audio (whether music, sounds, musical compositions or otherwise); computer code (object and source code); game conversation transcripts, reviews and comments; and other documentation and material) remains with Hooplo (or its licensor(s)). Except as expressly provided in these Conditions, nothing shall be construed to grant to you any right, title or interest in or to the Website, any of the Games or Virtual Items.

9.2 Trade Marks: All right, title and interest to all intellectual property in the trade marks "Hooplo" and "Hooplo Media (word and device) and all other trade marks used by Hooplo in relation to the Website, and the Games remain with Hooplo (or its licensor(s)). Except as expressly provided in these Conditions, nothing shall be construed to grant to you any right, title or interest in or to such trade mark rights.

10. Website and Game Availability

10.1 Hooplo offers access to the Games, and its services connected therewith, with reasonable skill and care.

10.2 Hooplo does not represent or warrant that access to any Game will be uninterrupted, reliable or fault free. Hooplo does not represent or warrant to you that the Website or the Games will be accurate, complete or reliable. While Hooplo endeavours to ensure that Games are made available to you 24 hours a day, Hooplo will not be liable to you if for any reason any Game is unavailable at any time or for any period. Access to a Game may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Hooplo's control. Hooplo may also need to modify or maintain a Game at any time. If this need arises, Hooplo may suspend access to a Game or any part of it or close it indefinitely. Hooplo shall, however, at all times endeavour to keep any Game modification and maintenance interruptions to a minimum.

10.3 Hooplo shall not be liable to you to the extent that it is unable to perform any of its obligations to you as a result of an 'event of force majeure' being acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Hooplo or any other party), failure of a utility service or transport or communications network (Internet, server or otherwise), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

10.4 The express terms of these Conditions are in place of all warranties, representations, conditions, terms, undertakings and obligations which but for these Conditions be implied or incorporated, or any collateral agreement, by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

10.5 NONE OF THE EXCLUSIONS OR LIMITATIONS IN THIS CONDITION 10 SHALL EXCLUDE OR RESTRICT HOOPLO'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR ANY FRAUDULENT MISREPRESENTATION OR FOR ANY OTHER LIABILITY THAT HOOPLO CANNOT EXCLUDE OR LIMIT UNDER APPLICABLE LAW.

10.6 HOOPLO WILL BE RESPONSIBLE TO YOU FOR ANY DIRECT LOSS YOU SUFFER AS A RESULT OF HOOPLO BREACHING ITS OBLIGATIONS UNDER THESE CONDITIONS IF SUCH LOSSES WERE REASONABLY FORESEEABLE TO BOTH PARTIES WHEN YOU COMMENCED PLAYING THE GAMES. OTHERWISE, TO THE EXTENT PERMITTED BY LAW, HOOPLO EXCLUDES:

(A) LIABILITY (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT DUE TO ITS NEGLIGENCE) WHICH HOOPLO MAY OTHERWISE HAVE TO YOU AS A RESULT OF: (I) ANY TECHNICAL, FACTUAL, TEXTUAL OR TYPOGRAPHICAL INACCURACIES, ERRORS OR OMISSIONS (HUMAN OR COMPUTER-GENERATED) ON OR RELATING TO THE GAMES OR ANY INFORMATION PROVIDED IN RELATION TO THE GAMES; (II) THE UNAVAILABILITY OF ANY GAME (OR ANY PART OF IT); (III) ANY MISREPRESENTATION ON OR RELATING TO THE GAMES;

(B) ANY OTHER LIABILITY FOR DIRECT OR INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY YOU OR ANYONE ELSE IN CONNECTION WITH THE GAMES OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR RESULTS OF THE USE OF THE GAMES, ANY WEBSITES LINKED TO THEM AND ANY USE OF THE GAMES OR CONTENT ON THEM, INCLUDING ANY LIABILITY FOR: (I) LOSS OF CONTENT OR DATA; (II) LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOU USE OF THE GAMES THE DOWNLOADING OR UPLOADING OF ANY CONTENT VIA THE GAME; (III) LOSS OF GOODWILL; (IV) ANY LOSS INCURRED A AS A RESULT OF ANY LEGAL CLAIM OR REGULATORY ACTION ARISING FROM THE ACTIVITIES OF ANY PLAYER USING THE GAME INFRINGING THIRD PARTY INTELLECTUAL PROPERTY OR BREACHING APPLICABLE LAW; (V) ANY STATEMENTS OR CONDUCT OF ANY PLAYER OF ANY GAME; (VI) ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

10.7 IN THE EVENT OF ANY LOSS OR DAMAGE TO CONTENT (INCLUDING DATA), YOUR SOLE REMEDY SHALL BE FOR HOOPLO TO USE ITS REASONABLE ENDEAVOURS TO RESTORE THE LOST OR DAMAGED DATA OR CONTENT FROM THE LATEST BACK-UP MAINTAINED BY HOOPLO.

10.8 NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS, HOOPLO'S MAXIMUM LIABILITY TO YOU IN RESPECT OF YOUR USE OF THE GAMES SHALL BE THE AMOUNT OF ANY FEES PAID BY YOU TO HOOPLO DURING THE 1 MONTH PERIOD PRECEDING THE DATE ON WHICH THE ACT OR OMISSION CAUSING THE LIABILITY AROSE.

10.9 YOU AGREE THAT EACH OF THESE EXCLUSIONS AND LIMITATIONS IS REASONABLE HAVING REGARD TO THE NATURE OF THE GAMES. EACH OF THE ABOVE EXCLUSIONS OR LIMITATIONS SHALL BE CONSTRUED AS A SEPARATE, AND SEVERABLE, PROVISION OF AN AGREEMENT.

11. General

11.1 Dealings in Rights and Obligations: Hooplo may assign its rights and/or transfer its obligations under this contract with you to any third party. In particular, Hooplo shall be entitled to sub-license and/or sub-contract its rights and obligations under this contract with you to any third party.

11.2 Entire Agreement: These Conditions shall apply between us in respect of the matters described herein to the exclusion of all other terms and conditions (including any terms and conditions that you purport to apply). You shall not be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in these Conditions.

11.3 Notices: All notices which are required to be given under these Conditions shall be in writing and shall be sent to the postal address or email address of the party as follows: (a) to Hooplo, as set out in the "About Us" section of the Website, and (b) to you, as provided in your Account; or, with respect to either of us, such other address as the recipient may designate by notice given in writing. Any such notice may be delivered personally or by first class pre-paid letter (or by air-mail if overseas) or by fax or email, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; (if by air-mail, 5 days from the date of posting), if by email or fax, when successfully despatched in full.

11.4 Severability: If any provision in these Conditions is, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of these Conditions and the enforceability and validity of the remainder of these Conditions shall not be affected.

11.5 Governing Law and Jurisdiction: These conditions shall be governed by and construed in accordance with English law. Any disputes arising in connection with an Agreement shall be subject to the non-exclusive jurisdiction of the English courts.

11.6 Disputes: If you have any dispute with any other user of the Website or any of the Games, Hooplo encourages you to seek such redress as English law will offer you. Subject to Condition 12 below, if you have any claim against another player you agree to pursue such claim independently of Hooplo and without Hooplo's contribution and you hereby release Hooplo from all liabilities, costs, expenses, damages and losses (including loss of profit, loss of reputation and the legal and other professional costs and expenses) suffered or incurred by you arising out of or in connection with your use of the Games.

12. Your Concerns and Legal Redress

If you have any concerns about content which appears on the Website or use of the Website or the Games generally, please contact intro@hooplomedia.com. Hooplo is under no obligation to oversee, monitor or moderate the use of any Game and Hooplo expressly excludes its liability for any loss or damage arising from your use of any Game in contravention of these Conditions, whether the use of any Game is overseen, monitored and moderated or not. However, if you believe that any act or omission by another player is in breach of applicable law (for example, if you believe you are the subject of a defamatory statement or if you believe any player infringes third party intellectual property) please notify Hooplo immediately and Hooplo will then consider your concern and decide whether or not the player concerned has, in Hooplo's opinion, breached any of their responsibilities in playing any of the Games. Hooplo will endeavour to inform you of the outcome of its review within a reasonable time of receiving your complaint.

Finally, although, the scope and length of these Conditions may appear extensive they are intended to ensure that you understand the terms on which the Games are offered. This provides us all with uniformity, certainty and clarity. It also ensures that Hooplo is complying with the legislation which applies to it as an English incorporated company operating the Website from the United Kingdom.

Thank you for setting up an account to use the Games.