HoopAI reserves the right to make changes to these Terms at any time. Material changes will be communicated via email or in-platform notification at least 30 days before taking effect. Your continued use of the Platform following the effective date constitutes your acceptance of the updated Terms.
Definitions
| Term | Definition |
|---|---|
| Account | Your registered HoopAI account, including all sub-accounts, users, and configurations associated with it. |
| Authorized Users | Individuals you authorize to access the Services under your Account, including employees, contractors, and team members. |
| Confidential Information | All non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances. |
| Customer Data | All data, content, and information you or your Authorized Users input, upload, store, or transmit through the Services, including contacts, conversations, calendar bookings, payment records, AI agent configurations, website content, and workflow data. |
| Documentation | All user guides, help articles, API documentation, and training materials made available by HoopAI at help.hoopai.com. |
| HoopAI Communications | The communication services provided through the Platform, including SMS, MMS, email, voice calling, and related telephony features, subject to additional HoopAI Communications Terms. |
| Intellectual Property | Patents, copyrights, trademarks, trade secrets, moral rights, and all other proprietary or intellectual property rights. |
| Order Form | Any ordering document, online subscription page, or checkout flow through which you subscribe to a specific plan and pricing tier. |
| Services | The HoopAI platform and all features, including CRM, marketing automation, AI agents, calendars, conversations, sites and content, payments, reporting, workflows, and all related tools and APIs. |
| Sub-Account | An account created under your primary Account for your clients, customers, or end users when you use HoopAI as a white-label or reseller platform. |
| Subscription Period | The duration of your paid subscription as specified in your Order Form or selected billing cycle. |
| Third-Party Services | External applications, integrations, marketplace apps, or services not owned or operated by HoopAI that may interact with the Platform. |
1. Use of the Platform
1. Use of the Platform
1.1 Eligibility and restrictions
You must be at least 18 years of age to create an Account and use the Services. By creating an Account, you represent and warrant that you meet this age requirement. The Services are intended for business use or in connection with an individual’s trade, craft, or profession. HoopAI reserves the right to refuse service to any person or entity for any reason.You may not use the Services if you are a direct competitor of HoopAI, or an employee, partner, or director of a competitor, or if you intend to use the Services for the purpose of building, improving, or marketing a competing product or service. HoopAI reserves the right to terminate any Account that it determines, in its sole discretion, is being used by or on behalf of a competitor.1.2 Account ownership
Your Account is owned by the individual who accepts these Terms, unless you are acting on behalf of a business entity, in which case the business entity is the owner. If you accept these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity.In the event of a dispute regarding Account ownership, HoopAI reserves the right to request documentation and will determine the rightful owner based on the following factors, weighed in its sole discretion:| Factor | Description |
|---|---|
| Payment history | Identity of the individual or entity that has consistently paid fees via the payment method on file |
| Account creator | Identity of the individual who created the Platform Account |
| Business documentation | Verifiable, government-issued documentation demonstrating ownership (articles of incorporation, business license, partnership agreement) |
| Court orders | A court order or other binding legal settlement agreement |
| Other evidence | Any other documentation HoopAI deems relevant |
1.3 Intended use — representations and warranties
By using the Services, you represent and warrant that:- You and your customers will maintain all licenses, permissions, authorizations, consents, and permits necessary to carry out obligations under these Terms
- You are fully responsible for your actions and those of your employees, agents, and customers who use the Platform
- You will ensure that your employees with access are bound by these Terms and require that your customers accept terms at least as restrictive
- You own or control all rights in content you provide to HoopAI, including any customization code
- You will not give access to the Platform to a direct competitor of HoopAI
- You will not reverse engineer, decompile, disassemble, or attempt to uncover source code, object code, or underlying structure of the Platform
- You will not modify, translate, or create derivative works based on the Platform
- You will not remove any proprietary notices or labels
- All information you provide to HoopAI is accurate, complete, and current
- You are authorized to act on behalf of any business or entity for which you create an Account
1.4 Compliance obligations
You are solely responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and industry standards, including but not limited to:| Regulation | Area |
|---|---|
| HIPAA | Healthcare data privacy — you must enter into a separate BAA with HoopAI before processing PHI |
| GDPR | EU/EEA data protection |
| CCPA / CPRA | California consumer privacy |
| VCDPA, CPA, UCPA, CTDPA | US state privacy laws |
| PCI DSS | Payment card security |
| Gramm-Leach-Bliley Act | Financial data protection |
| CAN-SPAM, TCPA | Electronic communications and telemarketing |
| A2P 10DLC | US business messaging registration |
| Accessibility laws (ADA, Section 508, WCAG) | Website and application accessibility |
| Tax laws | Sales tax, VAT/GST, reporting and remittance |
- The quality and integrity of any data made available through the Platform
- Securing and maintaining proper insurance coverage as required by applicable law
- Ensuring that your use of the Platform does not violate any contractual obligations to third parties
1.5 Privacy — sub-account obligations
If you use the Platform to provide services to your own clients through Sub-Accounts, you are required to:- Implement and maintain your own Terms of Service and Privacy Policy providing protection at least equal to that provided by HoopAI’s policies
- Obtain consent from your customers acknowledging they agree to your privacy policy
- Represent and warrant that you have provided adequate notices and obtained all necessary permissions for data collection, processing, and communication
- Act as the data controller (or equivalent) for all personal data processed through your Sub-Accounts
1.6 Data subject rights management
You are solely responsible for managing and responding to all data subject rights requests from your customers and end users, including requests for access, deletion, correction, portability, restriction of processing, and objection to processing. HoopAI will provide reasonable assistance in responding to such requests, but the primary obligation to respond lies with you.1.7 Data breach notification
You are solely responsible for complying with all applicable data breach notification laws. In the event of a security incident affecting Customer Data:- HoopAI will notify you without undue delay (and in any event within 72 hours of becoming aware of the breach)
- HoopAI will provide information about the nature of the breach, the categories of data affected, and the measures taken or proposed to address the breach
- You shall promptly investigate and take remedial measures
- You shall determine your notification obligations under applicable law
- You shall make all legally required notifications to affected individuals and regulatory authorities within applicable timeframes
- You shall bear all costs associated with notifications
- You shall promptly inform HoopAI of any notifications made
1.8 Data retention and deletion
You are solely responsible for establishing appropriate data retention periods and deletion procedures in compliance with applicable privacy laws. HoopAI retains Customer Data for the duration of your Account and for a reasonable period thereafter as described in our Privacy Policy. Upon Account termination, you may export your Customer Data for 30 days. After this period, HoopAI will delete your Customer Data in accordance with our data retention policies, except as required by law.1.9 Login credentials and security
You are responsible for maintaining the confidentiality of all login credentials associated with your Account and all Sub-Accounts. You are responsible for all uses of your Account, whether or not authorized by you. You must:- Use strong, unique passwords for all accounts
- Enable two-factor authentication (2FA) on your account and all associated user accounts — HoopAI strongly recommends and may require 2FA
- Immediately notify HoopAI of any unauthorized access, use, or suspected security breach
- Not share login credentials with unauthorized individuals
- Ensure that Authorized Users comply with these security requirements
1.10 Communication services
The Platform includes HoopAI Communications features such as SMS, MMS, email sending, and voice calling. By using these features:- You agree that separate Communication Surcharges for these services may apply and will be charged to your invoice, as published on our pricing page or communicated to you
- Communication Surcharges are subject to the HoopAI Communications Terms, which are incorporated by reference into these Terms
- You acknowledge that upon cancellation or termination of your Platform Account, all phone numbers procured through the Platform on your behalf will be released within fourteen (14) days — you must port out any numbers you wish to retain before this deadline
- You are solely responsible for compliance with all telecommunications laws and regulations, including obtaining proper consent before sending communications
- You must comply with A2P 10DLC registration requirements for US messaging
Phone numbers cannot be recovered after the 14-day release window following termination. If you need to retain your numbers, initiate a port-out request before canceling your Account.
2. Prohibited Uses
2. Prohibited Uses
You may not use the Platform or Services, or permit or encourage any third party to use the Platform or Services, for any of the following purposes:Illegal and harmful activities:
- Violating any applicable law, contract, intellectual property right, or other third-party right
- Engaging in harassing, threatening, intimidating, predatory, or stalking conduct
- Facilitating illegal activities including fraud, money laundering, terrorist financing, or other financial crimes
- Trafficking in illegal goods or services
- Distribution of child sexual abuse material or exploitation of minors in any form
- Identity theft or impersonation of any person or entity, including HoopAI officials or employees
- Sending unsolicited bulk communications (spam), including bulk email, SMS, or voice calls without proper consent
- Purchasing, renting, or harvesting contact lists for unsolicited messaging
- Sending communications that violate CAN-SPAM, TCPA, CASL, GDPR, or other applicable laws
- Using deceptive subject lines, headers, or sender information
- Failing to honor unsubscribe or opt-out requests promptly
- Exceeding messaging rate limits or engaging in practices that could harm deliverability for other users
- Failing to comply with A2P 10DLC registration requirements for US messaging
- Attempting to gain unauthorized access to the Services, other customer accounts, or HoopAI systems or networks
- Introducing malware, viruses, worms, Trojan horses, or other harmful code
- Interfering with or disrupting the integrity, performance, or availability of the Services or servers
- Accessing the Platform by any means other than standard industry-accepted interfaces
- Using automated means (bots, scrapers, crawlers) to access the Services except through our published API
- Exceeding API rate limits or abusing the API in a manner that degrades service for other customers
- Circumventing any security measures, content-filtering techniques, usage limits, or access controls
- Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Services
- Developing third-party applications that interact with the Platform without HoopAI’s written consent
- Bypassing or ignoring instructions in our robots.txt file
- Using the Services to build, improve, or market a product or service that competes with HoopAI
- Benchmarking or competitive analysis of the Services without HoopAI’s prior written consent
- Reselling access to the Services except as expressly permitted under your subscription plan
- Uploading, transmitting, or storing content that infringes any third-party intellectual property rights
- Deleting or revising content posted by another person or entity
- Deleting or modifying author attributions, legal notices, or proprietary labels
- Distributing defamatory, obscene, or objectionable content
- Publishing content that promotes discrimination or harm against any individual or group
- Using AI agents to impersonate real individuals without their explicit consent
- Creating deepfakes or synthetic media intended to deceive
- Processing payment transactions for illegal goods or services
- Collecting or processing personal data without proper legal basis or consent
- Transferring personal data in violation of applicable data protection laws
- Failing to implement appropriate security measures for sensitive data
- Processing sensitive categories of personal data (health, biometric, genetic data) without required safeguards
If you believe a HoopAI user is violating these terms, please report it to abuse@hoopai.com. See the Acceptable Use Policy for detailed messaging guidelines.
3. Sub-Accounts
3. Sub-Accounts
3.1 White-label and reseller use
HoopAI may be used as a white-label platform, allowing you to offer the Services to your own clients under your own brand. If you create Sub-Accounts for your clients:- You are the contracting party with HoopAI and remain fully responsible for all Sub-Accounts
- You must have a direct contractual relationship with each Sub-Account holder that includes terms no less protective than these Terms
- You are responsible for all activities conducted through your Sub-Accounts, including compliance with all applicable laws
- You must ensure Sub-Account holders do not engage in any Prohibited Uses
- You are responsible for providing your own customer support to your Sub-Account holders
- HoopAI has no direct relationship with or liability to your end customers
- You may not misrepresent the Platform or Services to your end customers
- You must comply with all applicable laws regarding resale and distribution
3.2 Sub-Account responsibilities
As the Account holder with Sub-Accounts, you agree to:- Implement and enforce your own acceptable use policies for Sub-Account holders
- Maintain your own terms of service and privacy policy governing Sub-Account usage
- Monitor sub-account activity for compliance with applicable laws
- Respond promptly to any complaints, abuse reports, or legal requests related to your Sub-Accounts
- Remove or disable Sub-Accounts that violate your terms or these Terms
- Indemnify HoopAI for any claims arising from Sub-Account activities
3.3 HoopAI’s rights regarding Sub-Accounts
If HoopAI determines that a Sub-Account is engaging in suspicious activity, violating applicable law, or is otherwise in breach of these Terms, HoopAI may request that you suspend or terminate the Sub-Account access. You agree to promptly comply. Failure to do so may result in the suspension or termination of your Platform Account.HoopAI also reserves the right to:- Suspend or terminate individual Sub-Accounts that violate these Terms, even without your consent
- Contact Sub-Account holders directly if required by law or to address imminent harm
- Require you to provide information about Sub-Account holders in response to legal process
- Modify or limit Sub-Account features or capabilities at any time
4. Fees and Payment
4. Fees and Payment
4.1 Subscription plans and pricing
HoopAI offers multiple subscription plans with varying features, usage limits, and pricing tiers. The specific terms of your subscription are set forth in your Order Form or the plan selected at checkout. By subscribing to a plan, you agree to pay all fees associated with your selected plan.HoopAI reserves the right to modify pricing with at least 30 days’ prior notice. Price changes will apply at the start of your next billing cycle after the notice period.4.2 Billing cycles
Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. Annual subscriptions are billed as a single payment at the beginning of each annual period. All fees are quoted and payable in U.S. dollars unless otherwise stated.4.3 Surcharges and usage-based fees
In addition to your subscription fee, the following charges may apply:- Communication surcharges — SMS, MMS, voice calling, and email sending fees based on volume and destination, subject to HoopAI Communications Terms
- AI usage fees — charges for AI agent interactions, AI content generation, or other AI-powered features exceeding your plan allocation
- Overage charges — fees for exceeding plan limits on contacts, users, workflows, storage, or other metered resources
- Add-on features — charges for optional features or premium capabilities not included in your base plan
- Marketplace purchases — fees for third-party apps, templates, or services purchased through the HoopAI Marketplace
4.4 Taxes
All fees are exclusive of applicable taxes. You are solely responsible for all sales, use, value-added (VAT), goods and services (GST), withholding, and other taxes imposed by any government authority in connection with your use of the Services, excluding taxes based solely on HoopAI’s net income. If HoopAI is required to collect or remit taxes on your behalf, such taxes will be added to your invoice.4.5 Payment methods and authorization
You must provide a valid payment method (credit card, debit card, ACH, or other accepted method) and authorize HoopAI to charge your payment method for all fees due. You are responsible for keeping your payment information current.4.6 Failed payments and late fees
If any payment fails or is not received when due:- HoopAI will attempt to process the payment using the payment method on file
- You will be notified of the failed payment and given an opportunity to update your payment information
- If payment is not received within 7 days, HoopAI may restrict access to certain features
- If payment is not received within 15 days, HoopAI may suspend your Account
- Late payments may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower)
- You remain responsible for all unpaid fees, including collection costs and reasonable attorneys’ fees
4.7 Refund policy
All fees paid are non-refundable except as expressly stated below or where required by applicable law:- Annual subscriptions — If you cancel within the first 30 days, you may be eligible for a prorated refund at HoopAI’s sole discretion
- Billing errors — HoopAI will correct any billing errors and issue refunds or credits for overcharges upon verification
- Service credits — If the Services experience material downtime exceeding any applicable SLA commitments, you may be eligible for service credits as described in the SLA
- Communication surcharges — SMS, voice, and email usage charges are non-refundable once consumed
5. Intellectual Property
5. Intellectual Property
5.1 HoopAI platform IP
The Platform, including all software, source code, object code, algorithms, APIs, interfaces, user interfaces, designs, documentation, trademarks, service marks, logos, trade dress, and all other visual design and functional elements, are the exclusive property of HoopAI, Inc. and its licensors and are protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the HoopAI Intellectual Property except for the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your Subscription Period in accordance with these Terms and solely for your internal business purposes.5.2 Customer Data ownership
You retain all rights, title, and interest in and to your Customer Data. HoopAI does not claim any ownership rights in your Customer Data. You grant HoopAI a limited, non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and transmit your Customer Data solely as necessary to provide, maintain, and improve the Services. This license terminates when you delete your Customer Data or close your Account, except that HoopAI may retain anonymized and aggregated data that does not identify you or any individual.Upon termination, you may export your Customer Data using the Platform’s built-in export tools or via the HoopAI API.5.3 Feedback
If you provide HoopAI with suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), you grant HoopAI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to use, reproduce, modify, distribute, and incorporate such Feedback into the Services or any HoopAI product or service without restriction, attribution, or compensation to you.5.4 Customer branding
HoopAI may use your company name and logo on our website, marketing materials, and customer lists as a reference, unless you opt out by providing written notice to legal@hoopai.com.6. Confidentiality
6. Confidentiality
6.1 Definition
“Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: Customer Data, business plans, pricing, financial information, product roadmaps, technical specifications, customer lists, marketing strategies, and proprietary technology.6.2 Obligations
Each party agrees to:- Protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care
- Use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms
- Limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section
- Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent
6.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without any obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.6.4 Required disclosures
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance in seeking a protective order or other appropriate remedy.6.5 Duration
The confidentiality obligations in this section survive termination of these Terms for a period of three (3) years.7. Third-Party Services
7. Third-Party Services
7.1 Integrations and marketplace
The Platform may integrate with or provide access to Third-Party Services, including applications available through the HoopAI Marketplace. Your use of any Third-Party Service is subject to the third party’s own terms of service and privacy policy. HoopAI does not control, endorse, or assume any responsibility for Third-Party Services.7.2 No warranty or liability
HoopAI makes no representations or warranties regarding Third-Party Services and shall not be liable for any damages, losses, or issues arising from your use of Third-Party Services, including:- Service interruptions, outages, or discontinuation of Third-Party Services
- Data loss, corruption, or security breaches caused by Third-Party Services
- Changes to Third-Party Service features, pricing, or APIs
- Inaccurate or misleading information provided by Third-Party Services
7.3 Data sharing with third parties
If you enable integrations or install marketplace apps, you may be authorizing the sharing of Customer Data with third parties. You are responsible for reviewing the privacy practices and terms of any Third-Party Service before enabling data sharing. HoopAI is not responsible for how third parties use, store, or process your data.7.4 Marketplace app terms
Apps and services available through the HoopAI Marketplace may be provided by HoopAI or by third-party developers. Third-party marketplace apps are subject to the developer’s own terms, and HoopAI does not guarantee the quality, reliability, security, or suitability of third-party apps. HoopAI may remove marketplace apps at any time without notice.8. AI Features
8. AI Features
8.1 AI tools and services
The Platform includes AI-powered features such as AI agents, AI-assisted content generation, conversation intelligence, workflow automation suggestions, and other machine learning capabilities (collectively, “AI Features”). By using AI Features, you agree to the following terms.8.2 AI data handling
- AI Features are designed to provide direct services to you and are not guaranteed to be error-free
- HoopAI does not use your Customer Data to train generalized, public AI models unless you explicitly opt in
- HoopAI works with specialized AI subprocessors whose use of your data is limited to providing the specific service you are using
- AI-generated content and outputs may be imprecise, inaccurate, or incomplete — you are solely responsible for reviewing and verifying all AI outputs before use
- You retain ownership of content you create using AI Features, subject to the underlying intellectual property rights of any third-party materials incorporated into the output
8.3 AI usage responsibilities
You agree that:- You will not use AI Features to generate content that is unlawful, harmful, deceptive, or that infringes on third-party rights
- You will not use AI agents to impersonate real individuals without their explicit consent
- You will not rely on AI Features as a substitute for professional advice (legal, medical, financial, or otherwise)
- You are solely responsible for the content generated through AI Features and for any decisions made based on AI outputs
- You will comply with all applicable laws regarding the use of AI, including disclosure requirements to your end users
- AI-generated content is subject to the same content standards and restrictions as user-generated content
8.4 AI limitations
HoopAI does not guarantee the accuracy, completeness, or reliability of AI-generated content. AI Features are provided “as is” and may produce errors, biases, or hallucinations. HoopAI shall not be liable for any damages arising from your reliance on AI-generated outputs.See the Product-Specific Terms for additional AI-related terms.9. Warranties and Disclaimers
9. Warranties and Disclaimers
9.1 HoopAI limited warranties
HoopAI warrants that:- The Services will perform materially in accordance with the Documentation during your Subscription Period
- HoopAI will use commercially reasonable efforts to maintain the availability of the Services
- HoopAI will implement and maintain industry-standard security measures to protect Customer Data
- HoopAI will provide the Services in compliance with applicable laws
9.2 Customer warranties
You warrant and represent that:- You have the legal authority and capacity to enter into these Terms
- Your use of the Services will comply with all applicable laws, regulations, and industry standards
- You have obtained all necessary rights, licenses, and consents to provide Customer Data to HoopAI and to authorize HoopAI to process such data as contemplated by these Terms
- Your Content and Customer Data do not and will not infringe, violate, or misappropriate any third-party rights
- All information you provide to HoopAI is accurate, complete, and not misleading
9.3 Disclaimer of warranties
10. Limitation of Liability
10. Limitation of Liability
10.1 Exclusion of consequential damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.10.2 Aggregate liability cap
HOOPAI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO HOOPAI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO AMOUNTS HAVE BEEN PAID, HOOPAI’S MAXIMUM LIABILITY SHALL BE ONE HUNDRED DOLLARS ($100).10.3 Exceptions
The limitations in Sections 10.1 and 10.2 shall not apply to: (a) either party’s indemnification obligations under Section 11; (b) either party’s breach of confidentiality obligations under Section 6; (c) your obligation to pay all fees due under Section 4; (d) claims arising from your violation of Section 2 (Prohibited Uses); (e) HoopAI’s liability for willful misconduct or gross negligence; or (f) claims that cannot be limited by applicable law.10.4 Basis of the bargain
The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. The Services would not be provided without these limitations.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.11. Indemnification
11. Indemnification
11.1 Indemnification by HoopAI
HoopAI will defend, indemnify, and hold you harmless from and against any third-party claims, actions, suits, or proceedings (“Claims”) alleging that your authorized use of the Services in accordance with these Terms infringes or misappropriates a third party’s intellectual property rights, and HoopAI will pay any damages finally awarded or settlement amounts approved in writing by HoopAI. This obligation does not apply if the Claim arises from: (a) your Content or Customer Data; (b) your modification of the Services; (c) your use of the Services in combination with products, services, or technology not provided by HoopAI; (d) your use of the Services in violation of these Terms; or (e) your use of a version of the Services other than the most current version made available by HoopAI.11.2 Indemnification by Customer
You will defend, indemnify, and hold HoopAI and its affiliates, officers, directors, employees, and agents harmless from and against any and all Claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your Content or Customer Data; (b) your use of the Platform or Services; (c) your violation of these Terms, including any Prohibited Uses; (d) your violation of applicable law, regulation, or third-party rights, including intellectual property, privacy, or publicity rights; (e) your use of the Services in a manner not authorized by these Terms; (f) your Sub-Accounts and Sub-Account holder activities; (g) your use of AI Features and any AI-generated content; (h) any dispute between you and your customers; (i) your failure to properly respond to data subject rights requests; or (j) your failure to comply with data breach notification requirements.11.3 Indemnification procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing of the Claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement of the Claim; and (c) provide reasonable cooperation and assistance to the indemnifying party in connection with the defense and settlement, at the indemnifying party’s expense. The indemnifying party shall not settle any Claim in a manner that imposes obligations on the indemnified party without the indemnified party’s prior written consent.12. Term and Termination
12. Term and Termination
12.1 Term
These Terms commence on the date you first create an Account or access the Services and continue until terminated in accordance with this section. Each Subscription Period automatically renews for successive periods of the same length (e.g., monthly subscriptions renew monthly; annual subscriptions renew annually) unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Period.12.2 Termination for cause
Either party may terminate these Terms immediately upon written notice if the other party:- Materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice specifying the breach
- Becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings
- Ceases to operate in the ordinary course of business
- Makes an assignment for the benefit of creditors
- Your use of the Services poses a security risk to the Platform or other customers
- Your Account is being used for illegal activities
- You fail to pay fees when due
- Required by law or regulatory authority
- HoopAI elects to discontinue the Platform or Services
- Your Account has been inactive for an extended period
12.3 Cancellation by Customer
You may cancel your subscription at any time through your Account settings or by contacting support@hoopai.com. Cancellation takes effect at the end of your current billing period. No refunds will be issued for the remaining portion of a billing period after cancellation. You remain responsible for all fees incurred through the date of termination.12.4 Effect of termination
Upon termination or expiration of these Terms:- Your license to use the Platform and right to access the Services shall cease immediately (or at the end of your current billing period for voluntary cancellation)
- You must immediately cease all use of the Services and any HoopAI Intellectual Property
- You may export your Customer Data for a period of 30 days following termination
- After 30 days, HoopAI will delete your Customer Data in accordance with our data retention policies, unless retention is required by law
- All phone numbers procured through HoopAI Communications will be released within 14 days of termination — you must initiate port-out requests before this deadline
- All unpaid fees become immediately due and payable
- The following sections survive termination: Definitions, Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 9.3 (Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Dispute Resolution), and Section 14 (General Provisions)
We strongly recommend exporting all Customer Data before your Account termination takes effect. After the 30-day grace period, data deletion is permanent and irreversible.
13. Dispute Resolution
13. Dispute Resolution
13.1 Informal dispute resolution
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve disputes through good-faith informal negotiation. A party seeking to resolve a dispute must send a written notice to the other party (to legal@hoopai.com for notices to HoopAI) describing the dispute and proposed resolution. The parties shall negotiate in good faith for at least 30 days from the date of the notice before initiating arbitration.13.2 Mandatory binding arbitration
If informal negotiation does not resolve the dispute within 30 days, either party may initiate binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (including claims arising before these Terms were entered into) shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes.The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in Dallas, Texas, unless the parties mutually agree to a different location or to virtual proceedings. The arbitrator shall apply Texas substantive law (without regard to conflict-of-laws principles) and shall have the authority to award any remedy that would be available in court, including injunctive or declaratory relief.The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall issue a reasoned written decision sufficient to explain the findings and conclusions on which the award is based.13.3 Class action waiver
13.4 Exceptions to arbitration
Notwithstanding the foregoing, the following claims are not subject to mandatory arbitration:- Claims that may be brought in small claims court, provided the claim is within the court’s jurisdictional limits
- Claims for injunctive or equitable relief to protect a party’s intellectual property rights or confidential information
- Claims that applicable law requires to be resolved in court
13.5 Governing law
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. For any claims not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas.13.6 Arbitration fees and costs
Each party shall bear its own attorneys’ fees and costs in connection with arbitration, unless the arbitrator determines otherwise. HoopAI will pay arbitration filing fees and arbitrator compensation for claims involving amounts of $10,000 or less, provided the arbitrator does not find the claim to be frivolous.13.7 Opt-out right
You may opt out of this arbitration provision by sending written notice to legal@hoopai.com within 30 days of creating your Account. The opt-out notice must include your name, Account information, and a clear statement that you wish to opt out of arbitration. If you opt out, the class action waiver in Section 13.3 shall still apply.13.8 Statute of limitations
Any claim arising out of or related to these Terms must be filed within one (1) year after the cause of action accrues, or such claim is permanently barred. This limitation applies regardless of whether arbitration or litigation is the appropriate forum.14. General Provisions
14. General Provisions
14.1 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.14.2 Entire agreement
These Terms, together with the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, any Order Forms, and any other policies or agreements incorporated by reference herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.14.3 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without HoopAI’s prior written consent. HoopAI may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.14.4 Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) due to events beyond its reasonable control, including but not limited to: natural disasters, pandemics, epidemics, acts of war or terrorism, government actions, internet or telecommunications failures, power outages, third-party service provider failures, labor disputes, or cyberattacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.14.5 Notices
All notices under these Terms must be in writing and shall be deemed given when:- To you: Sent to the email address associated with your Account, or by in-platform notification, or posted on the HoopAI website
- To HoopAI: Sent to legal@hoopai.com
Dallas, Texas
Attn: Legal Department
14.6 Waiver
No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the waiving party.14.7 Independent contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.14.8 Third-party beneficiaries
These Terms do not confer any rights or remedies on any third party, except as expressly provided herein.14.9 Headings
The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.14.10 Modifications to Terms
HoopAI reserves the right to modify these Terms at any time by posting updated Terms on hoopai.com. Material changes will be communicated to you via email or in-platform notification at least 30 days before taking effect. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and cancel your Account before the effective date.14.11 Electronic communications
By using the Services, you consent to receiving electronic communications from HoopAI, including emails, in-platform notifications, and other electronic messages. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.14.12 Export compliance
You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations, and shall not use the Services in any country or territory subject to comprehensive U.S. sanctions.14.13 Sub-processors
HoopAI uses sub-processors to provide certain aspects of the Services. A current list of sub-processors is available at hoopai.com/sub-processors. HoopAI will provide notice of new sub-processors and allow you to object within a reasonable period.Contact us
If you have questions about these Terms of Service, please contact us:| Legal inquiries | legal@hoopai.com |
| General support | support@hoopai.com |
| Abuse reports | abuse@hoopai.com |
| Website | hoopai.com |
| Help center | help.hoopai.com |
These Terms were last updated in January 2026. You can review prior versions by contacting legal@hoopai.com.