Hoost, Inc. Terms of Service

By accepting the Terms of Service outlined here (the “Agreement”), you recognize that you are entering into a legally binding contract with Hoost, Inc. (“Hoost”, “We”, “Our”, or “Us”).

When you or the company or entity you represent (also known as the “User”, “you”) (collectively with Hoost, the “Parties”, and each a “Party”) use Hoost’s Services (as defined below), then you consent to the terms of the Agreement contained herein, and to be bound by this Agreement, and any other conditions of use mentioned herein. If you agree to the Agreement, then you are also warranting that you have the legal right and authority to bind yourself (or the entity you represent) to the Agreement.

The terms of this Agreement govern all Hoost services, (the “Services”) which includes the website located at hoost.it (the “Site”).

If for any reason you disagree to abide by any of the terms or conditions set forth in this Agreement, or any of the other conditions mentioned herein, then you must not use, access, or engage with the Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS.

Any terms of this Agreement may be modified at any time. Be sure to visit this page often to ensure you understand the current terms of the Agreement. Please refer to Section 10(d) for more details.

YOUR CONTINUED USE OF THE SERVICES NOW, OR FOLLOWING THE POSTING OF UPDATED TERMS OF SERVICE, WILL INDICATE ACCEPTANCE BY YOU OF SUCH TERMS OF SERVICE, CHANGES, OR MODIFICATIONS.

1. The Services

(a) Description of the Services

The Services consists of providing an online platform located at the Site whereby Users have the capacity to post, provide, rent and/or sell (“List” or “Listing”) or browse, rent and/or purchase (“Book” or “Booking”) venues, equipment, physical items and services (“Events”, and each an “Event”). Users that use the Services to Book Events are “Customers.” Users that use the Services to List Events are “Partners.” Users of the Services may be both Customers and Partners. Customers and Partners enter into a contract directly between themselves when forming any purchase or agreement facilitated through the Services (a “Transaction”).

Partners may (1) maintain a clientele without any restrictions from Hoost; (2) offer and provide their services elsewhere, including through competing platforms; and (3) accept or reject any offers to Book Events from Customers. Partners that offer services are independent contractors of Customers, and Customers are therefore clients of Partners, not Hoost.

YOU UNDERSTAND THAT HOOST IS NOT THE CUSTOMER OR PARTNER IN ANY TRANSACTION. HOOST IS ONLY A PLATFORM TO CONNECT USERS. AT NO POINT DURING ANY TRANSACTION DOES HOOST RENT ANY VENUE, POSSESS TITLE TO ANY PHYSICAL GOODS, NOR DOES HOOST PERFORM ANY SERVICES THAT MAY BE PART OF A TRANSACTION.

You hereby acknowledge and agree that (1) Hoost does not (i) perform services subject to any Transaction nor employ individuals to perform such service, (ii) supervise, scope, direct, control or monitor any of Partner’s services (including that Hoost does not set Partner’s work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Partners or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Transactions, Partners or Customers (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Customers or Partners with respect to each other; and (2) any Transaction will not, under any circumstances, create any responsibility or liability for Hoost, nor any employment or other relationship between Hoost and the Partners or between the Customers and the Partner. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, Hoost (including that Users may not modify all or any part of Our fee policy (see Section 4)). You understand that there are inherent risks when conducting both financial and interpersonal dealings with others. Furthermore, you understand that these risks are borne by you, and not Hoost. You are solely responsible for your decision to use the Services, engage in a Transaction (as either a Customer or as a Partner), or communicate with other Users about the Services.

(b) Associated Fees and Pricing

While there is no fee to register for the Services, Hoost does charge specific fees for Transactions as set forth in Our fee policy, which can be found in Section 4 of this Agreement. All monetary amounts referenced herein are in U.S. dollars.

(c) Account Registration and Access

Any personal information you provide to Hoost is governed by Our Privacy Policy (available on the Site). You understand that Hoost may institute policies and practices with regard to use of the Services that are within Hoost’s business interests, including but not limited to, policies concerning the verification of account information, termination of accounts with outdated or inaccurate information, termination of inactive accounts and removing and/or permanently deleting other content or data. You further acknowledge that Hoost has the right to change Our policies and practices at any time, with or without notice, and at Our sole discretion.

The Services are explicitly designed for adults and are not available for use by any person under the age of 18. Hoost may, but does not have the obligation to, verify any User’s identity through any means at any time, including (but not limited to) social media profile searches, word of mouth interviews, and using third-party verification service(s).

Hoost reserves the right to remove or suspend any User’s access to the Services at any time. The Services may not be accessed or used by persons who are either temporarily or permanently suspended.

You maintain responsibility for keeping your account information and password confidential. You agree to be responsible for any and all Transactions that occur within your account. If you believe that the security of your account has been compromised or that your account is being used without your authorization, then you agree to immediately notify Us.

(d) Transactions

Once a Partner accepts an offer from a Customer to enter into a Transaction, the two Users have entered into an agreement subject to any Terms and Conditions that Partner may have. Prior to this Transaction, both Users must remit payment for the Services to Hoost via Hoost’s payment method as outlined in Section 4 below. Hoost is not an auctioneer, event organizer, event planner, management company, or carrier, and is not a party to the Transaction between Partner and Customer.

2. Third Parties

(a) Relationship with Third-Party Services

Hoost reserves the right to, at its discretion, provide your User Content (as defined below) to third-party services or third-party service providers (collectively known as “Third-Party Service(s)”). Third-Party Services may include, but are not limited to, Google Maps or The Event Helper, Inc. Third-Party Services may contact you via e-mail, text and telephone correspondence with other offers and links to websites outside of the Hoost’s platform. These Third-Party Services are provided AS IS without indemnification, support, endorsement, or warranty of any kind. The terms of this Agreement do not apply to your use of any Third-Party Service as defined herein.

You maintain sole responsibility for assessing the Third-Party Services offered and choosing whether or not you want to access or use the Third-Party Services offered. When applicable, you may choose to opt out from Third-Party Services available outside of the Hoost platform, or you may choose to not contact or use any or all of the Third-Party Services at any time. We reserve the right to suspend Third-Party Services at Our sole discretion and at any point in time We deem appropriate.

Prior to your use of any Third-Party Service, it is your responsibility to review and consider the individual terms of service and/or privacy policies of the Third-Party Service. Hoost is not responsible for Third-Party Services. We do not recommend, endorse, or necessarily approve of any features, content, advertising, services, or products offered by any Third-Party Service.

(b) Third-Party Products, Services, and Materials

Hoost is not responsible or liable under any circumstance for (1) any material published on the Services by third parties, other Users, or at the direction of Users, including, but not limited to User Content (as defined below), (all, “Third-Party Materials”), or (2) any errors, omissions, loss, or damage of any kind as a result of such Third-Party Materials on the Services. By using the Services, you explicitly acknowledge and agree that Hoost does not, and has no obligation, to review, appraise, inspect, and/or conduct any due diligence whatsoever of any Third-Party Materials on the Services, however Hoost reserves the right to do so, and delete Third-Party Materials at any time for any reason at Our sole discretion. You agree that you accept all risk associated with the use, reliance, condition, accuracy, completeness, or usefulness of Third-Party Materials.

3. User Responsibilities; Use of Your Content; Listing Conditions; Termination

(a) User Account Responsibilities

As a User of Hoost’s Services, you accept that you are solely, exclusively, and entirely responsible for all information, descriptions, items, products, services, offers, purchases, pictures, files, communications, data, text, documents, music, videos, media, comments, or any other materials (“User Content”) that you upload, post, publish, transmit, submit, rent, or display (“Post” or “Posting”) via the Services. You understand that you are responsible for ensuring your account information is accurate, complete, and current.

As described below, Hoost prohibits certain types of User Content from being Posted to the Services. Hoost retains the right to investigate, verify User identity and insurance coverage, pursue legal action, or take any other action necessary as it pertains to managing the Services, your User Content, Posting, or use, without limitation, including preserving or saving such User Content as necessary for investigative purposes.

As a User, you explicitly agree that you will refrain from using the Services to (1) offer any User Content, Postings, or communications that are unlawful, harmful, violent, illegal, infringing on rights of third-parties, objectionable, pornographic, libelous, invasive, or enable money laundering, gambling or any other unlawful or unwarranted behavior; (2) violate any law, rule, or regulation, including any anti-spam, data privacy, or other restriction that may be applicable to your use of the Services; (3) create any derivative works of the Services or reverse engineer any part of the Services, or put unreasonable load on the Services infrastructure or interfere with the networks connected to the Services infrastructure; (4) promote or encourage any illegal activity or enterprise; (5) stalk, harass, bully, intimidate, threaten, impersonate, or solicit personal or private data from anyone, especially those that are under the age of 18; (6) copy, scrape, harvest, or use automated systems to retrieve personal information from the Services for use by any party not included in this Agreement, including, but not limited to training any generative artificial intelligence tools; (7) rent anything you don’t have an explicit right to rent under the law; (8) create a privacy or security risk; (9) infringe on any party’s intellectual property; (10) send Users e-mail, junk mail, fraudulent communications, schemes, or other types of spam; (11) distribute, share, or upload viruses that interfere with or interrupt the Services; or (12) take any action or inaction that Hoost, in its sole judgment, believes is questionable or could cause harm or liability to itself or others.

Users warrant that they will not mislead each other as to the facts regarding the nature of an Event. Hoost may report Users to appropriate authorities and/or law enforcement potentially exposing them to arrest if (1) a User misrepresents or withholds facts from another User that is material to a Booking, Listing, Transaction or Event; (2) a User utilizes a fictitious name, incorrect address, or any other false or misleading information during a Booking, Listing, Transaction or Event.

Without limiting the generality of the foregoing, you may use data and information of other Users only (i) to support the contemplated Transactions arising from the Services; or (ii) for any purpose for which you have obtained the valid consent of the User.

(b) Use of Content

By making use of the Services, you understand that all User Content will be shared with and viewed by other Users and will generally be made public to anyone who accesses the Services.

You warrant that you own all rights to the User Content submitted or transmitted to Us or is uploaded to the Services, or, otherwise, that you have the right to give Us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide or submit to the Services.

By Posting, uploading, or transmitting any User Content you hereby grant to Hoost a nonexclusive, worldwide, royalty free, fully paid up, transferable, perpetual, irrevocable license to copy, display, transmit, distribute, store, modify, make derivative works of, and otherwise use in any manner your User Content in connection with the operation of the Services or any other products or services of Hoost, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on Third-Party Services, sharing it with blogs, etc., and allowing other Users to share information that includes your User Content). Furthermore, by using the Services, you explicitly warrant that the User Content does not in any way infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We are not obligated to monitor any User Content Posted, uploaded, or transmitted by Users on the Services, although We reserve the sole right to do so with or without notice, to prevent, halt, or remedy any alleged violations of this Agreement or any law. We reserve all defenses made available to Us by the Communications Decency Act and any other applicable laws, rules, or regulations. We reserve the right to refuse to accept or display the User Content Posted or otherwise provided to Us and may delete all or any portion of the User Content at any time for any reason.

You agree that Hoost does not assume responsibility for the accuracy, usefulness, safety, or intellectual property rights of User Content. You further agree and understand that you may be exposed to User Content that is inaccurate, offensive, or otherwise objectionable. Any and all User Content you submit to Us is not considered private or confidential by Hoost, and will be considered and treated as public information. You understand and agree that User Content you submit is intended to be and will be shared with other Users of the Services as well as third parties. Hoost has no control over and assumes no responsibility or liability for what other Users may or may not do with your User Content. You acknowledge and agree to the fact that any inquiries, comments, ideas, feedback, messages, or other information about the Services (“Submissions”), provided by you to Hoost are strictly non-confidential. Hoost shall be entitled to the unrestricted use and distribution of these Submissions for any purpose, without acknowledgment or compensation to you. Should you decide that you do not want your submitted User Content to be treated as public, then you must immediately exit the Services and cease any further use of the Services.

(c) Insurance

Obtaining and maintaining primary liability insurance (or other such equivalent insurance in your jurisdiction) with the proper endorsements that provide coverage as required by applicable law and for the risks associated with the planned Event is a requirement for all Partners and Customers undertaking Bookings and Listings on the Site. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, your attendees, third parties, and personal and real property, and deciding what type of coverage, limits and providers are appropriate for you.

(d) Partner Use Conditions

Prohibited Event Listings

Hoost expressly forbids Partners from advertising, Posting or in any way attempting to List any Event that is illegal to sell or rent under any applicable federal, state, or municipal law, statute, or ordinance. Hoost retains the right to approve or deny any Listing, for any reason at any time.

Hoost does not independently verify that Partners who offer services in or as a part of an Event Listing have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform these services. Additionally, it may be unlawful to perform or engage in certain types of Event Listings without a license, permit and/or registration, and performing or engaging in some may result in law enforcement action and/or penalties or fines. Partners and Customers are solely responsible for avoiding such prohibited Event Listings. Additionally, Customers are solely responsible for (1) determining if a Partner has the necessary qualifications to provide venues, physical items and/or perform any services subject to an Event Listing and (2) confirming that the Partner has obtained all required licenses, permits, or registrations, if any. If you have questions about how any laws apply to Event Listings on the Site, you should first seek appropriate legal guidance.

Representations, Warranties, and Covenants of Partners

By Listing an Event on the Services, you represent and warrant that you:

• have the legal authority to make such Listing;
• have the legal authority to rent or sell any venue or physical space Posted for rent or sale;
• have title to any physical equipment or items Posted for rent or for sale, if legally required for rental or sale of such item;
• have the legal authority to offer any services Posted for rent or sale;
• have the unrestricted right to work in the jurisdiction in which you perform tasks and/or services;
• have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of any services or venues offered in a Listing;
• have and will maintain general liability insurance of at least $1,000,000 per occurrence and any other insurance required to operate your business and perform the services;
• will respond to invitations promptly and provide high-quality services, physical items and/or event spaces for Customers in a timely manner;
• will only offer and provide services for which you have the necessary expertise to perform, and perform the services as agreed upon with the Customers in a safe manner;
• will only offer physical items in a Listing that are in safe condition, in good mechanical condition, and in full compliance with any and all applicable inspection and registration requirements;
• will not offer or provide any services that are unlawful, harmful, violent, or illegal;
• will promptly disclose to Hoost in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses) that arise during your use of the Services;
• will only Post Listing descriptions that are drafted truthfully, accurately, and completely. This includes accurate and current User Content included with any Listing. Using stock, out-of-date, artificial intelligence generated or fraudulent User Content, or any other non-current or non-specific User Content on a Listing constitutes a breach of this Agreement.

Furthermore, by Listing an Event on the Services, you agree to:

• provide venues and/or event spaces that are safe for occupation and use;
• provide physical items and/or equipment that is in good working condition;
• provide any services in a safe manner;
• regularly check any physical items or spaces Listed for defects or safety issues;
• not List any physical items or spaces that have been illegally or improperly modified;
• not cancel a Listing or Transaction for the exclusive purpose of obtaining a higher price from a different Customer.

Partners maintain the right to change Listing pricing as they choose, although not while the Listing is subject to a Transaction. In addition to any remedies set out herein, a violation of this Section will render your Listing subject to removal at the sole discretion of Hoost at any time. If Hoost believes your Listing does not conform to reasonable standards, Hoost may notify you and also reserves the right to remove and/or decline your Listing.

(e) Covenants of Customers

Customers agree that they are solely responsible for assessing and reviewing an Event Listing before Booking an Event. Customers also agree to exercise reasonable care when Booking Events throughout the course of the entire Transaction in compliance with all applicable laws.

By Booking an Event on the Services, Customers agree that they shall not:

• intend to cause damage in any way beyond the purview of the Transaction at an Event;
• engage in any acts with wanton, willful, or reckless disregard for safety at an Event;
• use any physical items or spaces related to the Event outside the period of the Transaction;
• make any alterations, additions, or improvements to any physical items or spaces subject to a Transaction;
• engage in the commission of a crime or any other illegal activity at an Event or use an Event for such a purpose;
• attend or engage in an Event while under the influence of alcohol or any drug or medication under the effects of which the attendance or engagement is prohibited or not recommended;
• allow any physical items or equipment to be used by individuals who are below the legal age required to operate such items or equipment at an Event;
• allow any individuals to partake in any activities or services for which they are below the legally permissible age at an Event;
• allow any alcohol or legal drugs to be served to individuals below the legal age of consumption for such substances at an Event;
• allow alcohol or legal drugs to be distributed or consumed outside of compliance with jurisdictional licensing and permitting laws at an Event;
• permit any person to engage in conduct that would otherwise breach applicable-age related laws or regulations at an Event;
• circumvent Hoost by arranging or completing transactions off-platform.

THE TRANSACTION IS BETWEEN THE CUSTOMER AND THE PARTNER, NOT HOOST. HOOST IS NEITHER JOINTLY NOR SEVERALLY RESPONSIBLE FOR THE EVENT IN ANY WAY. IN THE CASE OF A BOOKING RELATING TO PHYSICAL ITEMS OR EQUIPMENT, HOOST IS NOT RESPONSIBLE FOR SUCH ITEMS OR EQUIPMENT IN ANY WAY. IN THE CASE OF A BOOKING RELATING TO A PHYSICAL SPACE OR VENUE, HOOST IS NOT RESPONSIBLE FOR SUCH SPACE OR VENUE IN ANY WAY. IN THE CASE OF A BOOKING RELATING TO SERVICES, HOOST IS NOT PERFORMING SUCH SERVICES NOR RESPONSIBLE FOR THEM IN ANY WAY.

If a Customer finds damage to any physical items or space related to an Event Booking, before, or after, entering into a Transaction, they agree to follow the corresponding Partner’s terms of service and guidelines independent of this Agreement.

(f) Termination of Services

We maintain the sole right and authority to suspend or terminate the Services and/or your account and/or removing your Listings and Bookings at Our discretion, for any reason, at any time without explanation or advance notice. Appropriate law enforcement authorities will be notified of any activity on the Services that may be considered fraudulent, abusive, or illegal.

4. Payment, Non-Circumvention, and Cancellation

(a) Fee Policy

Our fee policy governs the Transaction on the Services and operates according to the following terms. When a Customer and a Partner enter into a Transaction for an Event (the “Transaction Price”) Hoost will charge an 8% partner platform fee (excluding any jurisdictional tax) from the Transaction Price (the “Services Fee”). Customers also pay the Hoost service fee, shown as its own line at checkout before they pay. Subject to applicable law, you acknowledge and accept that, as between you and Hoost, Hoost may revise charges for any Services obtained through use of the Site at any time at Hoost’s sole discretion, including, but not limited to, the Services Fee.

The Transaction Price and Services Fee are processed through Stripe Connect Express via Stripe, Inc. (“Stripe”). Stripe is a payment processing system with an encrypted payment gateway. Customers will pay the Transaction Price, applicable taxes, and any payment-provider charges shown at checkout directly to Stripe through Hoost’s checkout process. Hoost will extract the Services Fee from the partner side of the Transaction Price.

By paying the Transaction Price and Services Fee, Users independently and expressly agree to abide by all of the associated terms and conditions mandated by Stripe when using their services. This includes Stripe’s Services Agreement and Connected Account Agreement (available at stripe.com/legal/ssa). Upon the submission of payment information to Hoost, you give Hoost authorization to submit that information to Stripe and with your consent and confirmation, charge you for the Services Fee.

(b) Non-Circumvention

Users acknowledge that Hoost has devoted substantial time and resources in developing its catalog and Services of Listings, and such information is inherently valuable information owned solely by Hoost. Accordingly, Customers and Partners shall not circumvent or bypass Hoost’s ownership interest in such information, directly or indirectly, except in collaboration with or with the prior express written consent of Hoost, by (1) entering into any Transaction with any party introduced to it by Hoost through its Site (the “Introduced Party”) similar to, in competition with, or which otherwise could have the effect of preventing Hoost from receiving the full benefit of the Transactions contemplated by this Agreement, or (2) soliciting such an Introduced Party to enter into any such Transaction.

(c) Cancellation

There may be instances where, for unforeseen circumstances, Users cancel Transactions.

CUSTOMERS AND PARTNERS MUST INDEPENDENTLY ENGAGE WITH EACH OTHER AND ABIDE BY THE PARTNER’S TERMS OF SERVICE AND POLICIES FOR ANY CANCELLATIONS. THIS INCLUDES, BUT IS NOT LIMITED TO, REFUNDS OF THE TRANSACTION PRICE FOR EVENT CANCELLATIONS.

By using the services, Customers recognize that Partner cancellation policies may vary significantly and will independently familiarize themselves with a Partner’s cancellation policy prior to entering into a Transaction with them.

For the Services Fee, if a Customer cancels a Transaction: (1) they shall receive a full refund for their portion of the Services Fee if done within 2 days of entering into the Transaction and 14 days before the start of the Event; (2) they shall receive a 50% refund for their portion of the Services Fee if done 7 days before the start of the Event; (3) they shall not receive a refund if within 7 days of the start of the Event; and (4) the Partner shall receive a full refund for their portion of the Services Fee irrespective of the time.

If a Partner cancels a Transaction: (1) their entire portion of the Services Fee is forfeit; (2) the Customer shall receive a full refund for their portion of the Services Fee irrespective of the time. Hoost reserves the right to suspend or remove Users from the Services at any time, for any reason, including, but not limited to, repeat cancellations.

If you cancel, the Hoost service fee is not refunded. If the partner or Hoost cancels, it is refunded in full.

(d) Taxes

Please be aware that Transactions may result in a User being subject to applicable taxes in the User’s jurisdiction. Hoost will collect taxes on the Services Fee when required to do so by governing law and remit such taxes to the applicable taxing authorities. Otherwise, as a User you are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to your Listings or Bookings, including any sales or occupancy tax, indirect taxes such as valued added tax (VAT), or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, provinces, territories, or governments through regulation, ordinance, Law, or judicial or regulatory interpretation, workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, disability insurance, employer’s liability, employer training tax, social security contributions, or other applicable payroll withholdings in connection with a User’s use of the Services, or personal income tax (collectively “Taxes”). Except as required by law, Hoost will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Bookings, Listings, and Transactions including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Hoost the owed amount upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with this Agreement or misuse of the Site, or Services (collectively, “Fines”). You understand and agree that Hoost does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.

5. Damages

Any damage suffered by Users with respect to a Transaction or an Event is subject to the transacting Users’ independent terms of service and applicable jurisdictional laws. Users are responsible for any costs incurred with respect to any damage suffered. Such costs may include, but are not limited to, replacement costs, repair costs, insurance costs, private investigation costs, law enforcement fees or legal fees.

PER SECTION 6(C) BELOW, HOOST IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES STEMMING FROM OR RELATED TO A TRANSACTION OR AN EVENT. THIS INCLUDES, BUT IS NOT LIMITED TO, PERSONAL INJURY, THEFT, PROPERTY DAMAGE AND LOST PROFITS.

6. Indemnification; Disclaimers; Limitation of Liability

(a) Indemnification

You agree to release, defend, indemnify and hold Hoost, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, owners, and contractors (the “Indemnified Parties”) harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or any way connected with your access to or use of the Site, Services or this Agreement, including, but not limited to, your breach of the Agreement or any unauthorized use of the Services.

You agree that the Indemnified Parties will have no liability in connection with any breach of the Agreement by you or your unauthorized use of the Services. This indemnification provision is a fundamental element of the basis of the bargain between Hoost and you. It shall apply to the maximum extent permitted by applicable law.

(b) Disclaimer of Warranties

YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, HOOST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (II) THAT YOU WILL BE ABLE TO BOOK OR LIST (AS THE CUSTOMER OR PARTNER) ANY EVENTS THROUGH THE SERVICES OR THAT THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS; (III) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (IV) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (V) THAT ANY EVENTS OFFERING SERVICES WILL BE PROVIDED IN A GOOD OR WORKMANLIKE MANNER; AND (VI) THAT THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

HOOST MAKES NO GUARANTEE REGARDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY EVENTS, NOR ANY GUARANTEE REGARDING THE TRUTH OR THE ACCURACY OF ANY EVENTS, OR ABILITY OF PARTNERS AND CUSTOMERS TO TRANSACT ANY BUSINESS ON THE SERVICES.

(c) Liability Limitations

YOU WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST HOOST, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS, AND DIRECTORS FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL HOOST BE LIABLE TO A USER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE LESSER AMOUNT OF (1) THAT AMOUNT YOU HAVE PAID TO HOOST DIRECTLY AS A SERVICES FEE (SEE SECTION 4) IN THE LAST SIX (6) MONTHS, OR (2) ONE HUNDRED U.S. DOLLARS (USD $100.00).

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, ANY SERVICE PROVIDED BY HOOST, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

HOOST RESERVES ALL DEFENSES MADE AVAILABLE BY THE COMMUNICATIONS DECENCY ACT AND ANY OTHER APPLICABLE LAWS, RULES, OR REGULATIONS.

7. Intellectual Property

All content included or made available through the Services, including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations, (collectively, the “Services Content”) is and shall continue to be the property of Hoost or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such Services Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in the Services Content by or through your use of the Services, including, but not limited to, the Site.

You agree that you will not copy, modify, amend, scrape, or distribute, the Services Content or any of Hoost’s intellectual property. You agree that you will not use the Services Content or Hoost’s intellectual property to produce derivative works. All goodwill generated from the use of Hoost trademarks or intellectual property will inure to Our benefit, exclusively. Any rights not expressly stated or granted herein are reserved by Hoost. Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not be affiliated with, endorsed by, or connected to Hoost.

8. Dispute Resolution

(a) Exclusive Dispute Resolution Mechanism

The User shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a “Dispute”), under the provisions of this Section. Hoost reserves the right to pursue any remedy or Dispute resolution mechanism necessary to enforce this Agreement and its rights herein. The procedures set forth in this Section shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and are express conditions precedent to litigation/binding arbitration of the Dispute.

(b) Negotiations

The User shall send written notice to Hoost of any Dispute (“Dispute Notice”) to Hoost at the contact information provided below. The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. If the Dispute cannot be resolved during the time period ending 90 days after the date of the Dispute Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may initiate mediation under subsection (c).

(c) Mediation

Subject to subsection (b), the Parties may, at any time after the Escalation to Mediation Date, submit the Dispute to a mediation service of Hoost’s choosing for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the Dispute and the relief requested. Hoost shall select a mediation service, and a neutral mediator in its sole discretion. The Parties shall cooperate with the mediation service in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be borne by the User and not Hoost.

The Parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

(d) Litigation or Arbitration as a Final Resort

If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 90 days after the Escalation to Mediation Date, either Party may commence binding arbitration in accordance with the provisions of Section 9, below.

9. Arbitration Agreement

READ THIS SECTION CAREFULLY.

Any Dispute that remains unresolved under Section 8 shall be settled by binding and confidential arbitration proceedings as a final resort.

The arbitration will take place in Kent County, Delaware. The arbitration shall be governed by the laws of the State of Delaware without regard to its conflicts of laws provisions. If the claims involved total less than $10,000, the arbitration would take place with document submissions or virtually unless in-person arbitration is required by law. Any arbitration proceedings are subject to the Federal Arbitration Act, or applicable binding arbitration laws or regulations in Delaware. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer Related Disputes.

NOTWITHSTANDING THE FOREGOING, HOOST MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS IN ANY COURT OF COMPETENT JURISDICTION. YOU ARE HEREBY GIVING UP YOUR RIGHT TO GO TO COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

AN ARBITRATOR MAY NOT CONSOLIDATE INDIVIDUALS’ CLAIMS. EACH PARTY AGREES THAT ANY ACTION OR CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN COURT OR ARBITRATION, MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT PART OF A CLASS ACTION OR CONSOLIDATED ARBITRATION OR JOIN CLAIMS WITH OTHER USERS OR THIRD PARTIES. FURTHER, EACH PARTY EXPRESSLY WAIVES ITS RIGHT TO A JURY IN ARBITRATION AND COURT, WHERE PERMITTED BY LAW.

The arbitrator does not have the authority to award monetary damages above the dollar amount allowed by this Agreement. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any Party other than the direction to pay a monetary amount. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The arbitration award should be considered final and binding upon the Parties. Appeals are not permitted except when permitted by applicable state or United States federal law.

This Section 9 is not applicable where prohibited by law.

10. Additional Terms

(a) Governing Law; Venue

Each Party agrees to follow and comply with all laws, rules, requirements, and regulations that are applicable to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If (a) Hoost seeks injunctive or other equitable relief to protect its intellectual property, or (b) the above Section 9 Arbitration Agreement is held to be unenforceable by a court of competent jurisdiction, then you agree to personal and exclusive jurisdiction by and venue in the state and federal courts of Dover, Delaware and agree that any litigation shall be conducted in Kent County, Delaware.

(b) Entire Agreement

The Agreement states the entire understanding between you and Hoost concerning your access to and use of the Services and supersedes any earlier verbal or written communications between Us. You may not delegate your legal obligations or transfer any of your rights, in whole or in part, to any third party without advance written consent of Hoost. You will remain responsible for your obligations hereunder in any event. A Hoost authorized representative must agree to any modification or waiver of any term of the Agreement in writing.

(c) Severability; Non-Waiver Agreements

Severability

In the event that any provision or term of this Agreement is not enforceable, the enforceability of any other provision herein will not be hindered or impacted. If any provision of this Agreement appears to be in conflict with another provision herein, then Hoost retains the sole right to choose which provision takes precedence in any situation.

Non-Waiver

We reserve all rights under applicable law. Our choice to not enforce any term or provision within this Agreement or under applicable law should not and will not be interpreted as Our waiver of any enforcement rights under similar or differing circumstances at any time in the future.

(d) Modification

We may change the Agreement at any time by posting a revised Agreement on the Hoost Site. Any change shall take effect immediately, unless otherwise provided. If changes are made to the Agreement, We will update the “Last Revised” date at the top of the Agreement. Accordingly, you should visit the Site and review the Agreement periodically to determine if any changes have been made. If material changes are made to the Agreement, We will send notification to the User through e-mail or notify the User through the Services of the fact that material changes to the Agreement have been made. A User’s continued use of the Site and any Services after any changes have been made to the Agreement signifies and confirms acceptance of any such changes or amendments to the Agreement.

(e) Non-Appointment

Hoost does not appoint you or any other User as its employee, mandatory, legal agent, or form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of Hoost and Hoost will not make commitments on your behalf, except as contemplated by the Services or expressly stated in the Agreement.

(f) Electronic Communication, Documentation; Notices

When you use the Services or send e-mails to Hoost, you agree that these constitute electronic communications. This Agreement and any other documents referenced herein will be considered a “writing” or “in writing” to comply with applicable legal requirements and are legally enforceable between the Parties. Please be aware that printed versions of this Agreement and the documents referenced throughout are admissible in any legal proceeding.

As a User, you understand and agree that We will provide notices and messages to you within the Services, or if required, via e-mail or postal mail. You agree that Hoost may contact you by telephone, through electronic messaging on the Site, or via email at any of the communication methods provided by you or on your behalf in connection with your account. Text messages are governed by the SMS Text Messaging Program described below.

SMS Text Messaging Program. Hoost, Inc. (“Hoost”) sends transactional text messages related to your account and bookings: one-time verification codes; quote, booking, payment and event-day notifications; and event RSVP confirmations, reminders and change notices. You receive these texts only if you provide your mobile number and agree to receive them, for example by checking the text-message box at sign-up or turning on text alerts in your Hoost settings. Consent to receive text messages is not a condition of purchase or of using Hoost. Message frequency varies with your activity. Message and data rates may apply. To opt out at any time, reply STOP to any message; you can rejoin by replying START or turning texts back on in your settings. For help, reply HELP or contact support@hoost.it. Carriers are not liable for delayed or undelivered messages. We do not share your mobile number or text-message consent information with third parties or affiliates for their marketing or promotional purposes. See our Privacy Policy. Hoost sends marketing text messages only with your separate, explicit consent, which is distinct from your consent to receive the transactional text messages described above.

You may provide Hoost notice and will be deemed provided once received by Hoost, addressed via mail to the address noted in subsection (g) below.

(g) Contact

Please contact Us with any questions, comments, or to report a violation of this Agreement: