End User License Agreement

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of Happy Holodays’ (“HH”) Software, including any Services you access or purchases you make through the Software. By downloading or using the Software, or by otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, you may not download or use this Software.

In particular, we want to highlight some important terms, policies, and procedures in this Agreement. By accepting this Agreement:

1. You are also agreeing to other HH rules and policies that are expressly incorporated into this Agreement. Please read them carefully:

Our Privacy Policy explains what information we collect from you and how we protect it.
Our Terms of Service explain the rules for our websites.

2. You grant HH a license to use whatever content you create using the Service. You can find more information in the User Generated Content section below.

3. You and HH agree to resolve disputes between us in individual arbitration (not in court). We believe the alternative dispute-resolution process of arbitration will resolve any dispute fairly and more quickly and efficiently than formal court litigation. Section 12 explains the process in detail. We’ve put this up front (and in caps) because it’s important:

THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND HH AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND HH AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $10,000 THAT ARE MADE IN GOOD FAITH (SEE SECTION 12). YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.

TO ENTER INTO THIS LICENSE AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SOFTWARE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 16.

1. License Grant

HH grants you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to install and use the Software on compatible devices you own or control for your personal entertainment use (the “License”). The rights that HH grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.

2. License Conditions

You may not do or attempt to do any of the following with respect to the Software or any of its parts: (a) use it commercially or for a promotional purpose except as HH expressly authorizes; (b) copy, reproduce, distribute (including via a network server), display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (h) use, export, or re-export it in violation of any applicable law or regulation; or (i) behave in a manner which is detrimental to the enjoyment of the Software by other users as intended by HH, in HH’s sole judgment.

3. Updates and Patches

HH may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software or Services. HH may update the Software remotely without notifying you, and you hereby consent to HH applying patches, updates, and upgrades. HH may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software or Services at any time. You acknowledge that your use of the Software or Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Software or Services. You also acknowledge that any data related to your use of the Software or Services may cease to be available to you at any time without notice from HH, including without limitation after a patch, update, or upgrade is applied by HH. HH does not have any maintenance or support obligations with respect to the Software or Services.

4. User Generated Content

You may be able to create or develop content (“UGC”) based on or derived from the Content made available by HH through the Software or the Services. “UGC” includes without limitation screenshots, music, sounds, sound recordings (and the musical works embodied therein) audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).

Subject to the rights and licenses You grant in this Agreement, you retain whatever rights that you may have in your UGC. Your rights in UGC only extend to the new, original content you create as part of your UGC and does not extend to or grant any rights to the Services, Software, Content created or made available by third-parties, or Content made available by HH through the Software or Services.

License to HH. You give HH permission to host, copy, import, store, modify, adapt, display, publicly perform (including by means of digital audio transmissions), reproduce (and make mechanical reproductions of musical works embodied in sound recordings ), create derivative works of (including synchronize to visual images), publicly display, transfer, sublicense, and distribute (collectively “Use”) that UGC, in whole or in part, including for commercial publicity and marketing purposes, in any country. This permission is perpetual and irrevocable and applies to any media, platform, or channel in connection with the Software and Services.

The rights you grant to HH in this Section are provided on a through-to-the-audience basis, which means the owners or operators of third-party services will not have any separate liability to you or any other third-party for UGC provided to or used on such third-party services via the Service.

You understand that You are not entitled to receive any compensation, fees, consideration, or other remuneration in connection with your UGC for any reason, including HH’s exercise of the rights You grant to HH in this Section and that HH is not obligated to exercise the rights You grant.

Musical Works. HH may, in its sole discretion, choose to make available sound recordings and the musical works embodied in the sound recordings (“Licensed Music”) in connection with UGC. If HH makes available Licensed Music for use in your UGC, HH grants you a non-exclusive, personal, limited, revocable, non-transferable license to: (a) synchronize the Licensed Music into UGC during the period of time that the Licensed Music is made available through the Services, and (b) play, listen, and interact with UGC containing Licensed Music solely through the Services.

Your modifications (e.g., edits, use of a portion of) the Licensed Music to synchronize into the UGC are considered derivative works included in the definition of Licensed Music, the rights to which are retained by HH and its licensors.

Special Rules for Recording Artists. If you are a composer or author of a musical work and are (a) affiliated with or a member of a performing-rights organization (“PRO”), (b) under contract with a record label, or (c) have assigned your rights to a music publisher, then you must notify the interested party of the royalty-free license you grant through this Agreement to HH. You are solely responsible for ensuring your compliance with the relevant party’s reporting or contractual obligations, and (if applicable) obtaining the consent of that party to grant the royalty-free license(s) in this Agreement, including if you create any new recordings through the Service that your label may attempt to claim.

You represent and warrant that any UGC containing Licensed Music is not subject to and HH has no obligation to pay royalties to any third party, including without limitation a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a PRO (e.g., ASCAP, BMI, SESAC, etc.), a sound recording PRO, any unions or guilds, or other third parties.

HH does not allow intellectual-property infringement activities through the Software or the Services. You may not and agree not to create, generate, or make available through the Software or the Services any UGC to which you do not have the right to grant HH such license in all of the elements (including the Licensed Music) of the UGC.

If you do choose to create, generate, or make UGC, You are solely responsible for your UGC and represent and warrant that:

(a) you are the creator and owner of, and have all the necessary licenses and rights to use and authorize HH to exploit the license granted above;

(b) your UGC, and HH’s use of the UGC as contemplated under this Agreement, will not infringe or violate any third-party rights, including copyright, trademark, patent, trade secret, moral rights, or the rights of privacy or publicity;

(c) HH does not need to obtain any further licenses, provide attribution, or pay royalties or other compensation to any third parties; and

(d) HH’s use of your UGC will not violate any third-party contract or cause HH to violate any applicable laws or regulations.

You are responsible for your UGC, so please don’t make objectionable content.

You understand that you may be exposed to UGC from a variety of sources when using the Software or the Services and acknowledge that UGC may be inaccurate, offensive, indecent, or otherwise objectionable. You agree that HH shall not be responsible or liable for your or others’ UGC.

To the fullest extent permitted by law, You waive and agree to waive all rights of authorship, paternity, attribution, integrity, disclosure, withdrawal, and any other rights that are known or referred to as “moral rights”, “artist’s rights”, “droit moral”, or other similar rights, recognized under any legal or equitable theory of any country or under any treaty, regardless of whether that right is referred to as a “moral right” (collectively “Moral Rights”) in and to your UGC. You further knowingly and irrevocably agree to not exercise any Moral Rights in and to your UGC that You have not waived in any manner that interferes with any exercise of granted rights. You waive and agree not to assert your Moral Rights even if your UGC is altered or changed in a manner not agreeable to you.

5. Feedback

If you provide HH with any Feedback, you hereby grant HH a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to HH or its agents that relates to the Services or Software. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that HH is not required to make any use of any Feedback that you provide. You agree that if HH makes use of your Feedback, HH is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to HH to grant HH and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.

6. Ownership/Third Party Licenses

HH and its licensors own all title, ownership rights, and intellectual property rights in the Software and Services. Happy Holodays and Popins and their respective logos, are the property of Happy Holodays LLC. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

7. Disclaimers and Limitation of Liability

Nothing in this Agreement will prejudice the statutory rights that you may have as a consumer of the Software or Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.

The Software and Services is provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. HH, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Software and Services, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not HH knows or has reason to know of any such purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, HH, its licensors, and its and their affiliates make no warranty that (1) the Software or Services will operate properly, (2) that the Software or Services will meet your requirements, (3) that the operation of the Software or Services will be uninterrupted, bug free, or error free in any or all circumstances, or (4) that any defects in the Software or Services can or will be corrected. Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute is expressly disclaimed. HH, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Software or Services. This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, neither HH, nor its licensors, nor its or their affiliates, nor any of HH’s service providers (collectively, the “HH Parties”), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the Software or Services, or the delay or inability to use or lack of functionality of the Software or Services, even in the event of an HH Party’s fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if an HH Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the HH Parties arising out of or in connection with this Agreement or the Software or Services will not exceed the total amounts you have paid (if any) to HH for the Software during the twelve (12) months immediately preceding the events giving rise to such liability. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

8. Indemnity

This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.

You agree to indemnify, pay the defense costs of, and hold HH, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Software or Services, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from HH’s use of your UGC or Feedback as provided under Sections 4 or 5 of this Agreement. You agree to reimburse HH on demand for any defense costs incurred by HH and any payments made or loss suffered by HH, whether in a court judgment or settlement, based on any matter covered by this Section 8.

9. Termination

Without limiting any other rights of HH, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Software from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.

Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.

Sections 2, 4-12, and 14-16 will survive any termination of this Agreement.

10. Governing Law and Jurisdiction

This Agreement is entered into in the State of Washington, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of Washington, exclusive of its choice of law rules. For any Disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and HH agree to submit to the exclusive jurisdiction of the Superior Court of King County, Washington, or, if federal court jurisdiction exists, the United States District Court for the Western District of Washington. You and HH agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.

11. Binding Individual Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Most issues can be resolved quickly and amicably by contacting HH customer support at info@popins.io. But we understand that sometimes disputes can’t be easily resolved by customer support. This Section explains how You and HH agree to resolve those disputes, including (where applicable) by binding, individual arbitration.

Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between You and HH is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you and HH.

11.1 Informal Resolution.

If you have an issue that our customer support can’t resolve, prior to starting arbitration You and HH agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and HH agree to make a good-faith effort to negotiate any dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day You or HH receive a written Notice of a Dispute in accordance with this Agreement.

You will send your Notice of Dispute to Happy Holodays LLC, Legal Department, ATTN: NOTICE OF DISPUTE, 6505 Francis Ave N., Seattle, WA 98103, U.S.A. Include your name, address, how to contact you, what the problem is, and what you want HH to do. If HH has a dispute with You, HH will send our Notice of Dispute to your registered email address and any billing address You have provided us.

If you reside in the European Union (“EU”), You may also be entitled to submit Your complaint to the European Commission’s Online Dispute Resolution (ODR) Platform. ODR allows EU consumers to resolve disputes related to the online purchases of goods and services without going to court.

If the dispute isn’t resolved within by Informal Resolution or small-claims court (below), You or HH may start an arbitration in accordance with this Agreement.

11.2 Small Claims Court

Instead of using Informal Resolution, You and HH agree that You may sue us in small-claims court in your choice of the county where you live or King County, Washington (if you meet the requirements of small-claims court). We hope you’ll try Informal Resolution first, but you don’t have to before going to small-claims court.

11.3 Binding Individual Arbitration.

THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

You and HH agree that Disputes will be settled by binding individual arbitration conducted by the Judicial Arbitration Mediation Services, Inc. (“JAMS”) subject to the U.S. Federal Arbitration Act and federal arbitration law and according to the JAMS Streamlined Arbitration Rules and Procedures effective July 1, 2014 (the “JAMS Rules”) as modified by this Agreement.

This means that You and HH agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. JAMS uses experienced professionals to arbitrate disputes, which helps You and HH resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.

The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can enforced like any other court order or judgment.

11.3.1 Disputes We Agree to Arbitrate:

You and HH agree to submit all Disputes between You and HH to individual binding arbitration. “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between You and HH that relates to your use or attempted use of HH’s products or services and HH’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.

You and HH agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.

The Informal Resolution and Arbitration sections do not apply to (1) individual actions in small-claims court; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) HH’s right to seek injunctive relief against You in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, creation, distribution, and intellectual-property infringement, and (7) the enforceability of the Class Action Waiver clause below.

You and HH agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court.

11.3.2 Arbitration Procedure:

To start an arbitration, review the JAMS Rules and follow the instructions for initiating an arbitration on the JAMS website. The party starting an arbitration must send JAMS a “Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. You will send a copy to Happy Holodays LLC, Legal Department, ATTN: ARBITRATION OF DISPUTE, 6505 Francis Ave N., Seattle, WA 98103, U.S.A. HH will send our copy to your registered email address and any billing address You have provided us.

The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and HH both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by this Agreement.

If an in-person hearing is required, the hearing will take place either in King County, Washington, or where You reside; you choose.

The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and HH agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

The arbitrator may only award legal or equitable remedies that are requested by You or HH to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against HH respecting any person other than You.

Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.

11.3.3 Arbitration Fees and Location:

If You start the arbitration, you must pay the JAMS filing fee required for consumer arbitrations.

In some situations, HH will help with your fees to (hopefully) get us to a resolution quickly and fairly. If You demonstrate that arbitration costs will be prohibitive compared to litigation costs, HH will pay as much of your JAMS costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation).

Even if HH wins the arbitration and the applicable law or the JAMS Rules allow HH to seek our portion of the JAMS fees from you, we won’t.

The fee assistance offered above is contingent upon You bringing the arbitration claim in “good faith”. If the arbitrator finds You brought an arbitration claim against HH for an improper purpose, frivolously, or without a sufficient pre-claim investigation into the facts or applicable law, then the payment of all fees will be governed by the JAMS rules.

JAMS costs do not include your Attorneys’ fees and costs and Attorneys’ fees and JAMS costs are not counted when determining how much a dispute involves.

HH won’t seek our attorneys’ fees or expenses from you in any arbitration, even if the law or the JAMS rules entitle us to do so. If you choose to be represented by an attorney, you will pay your own attorneys’ fees and costs unless the applicable law provides otherwise.

11.3.4 Notice and Filing. If a Dispute must be arbitrated, You or HH must start arbitration of the Dispute within two (2) years from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. HH encourages You to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.

11.3.5 Continuation in Effect. This Binding Individual Arbitration section survives any termination of this Agreement or HH’s provision of services to You.

11.3.6 Future Arbitration Changes. Although HH may revise this Agreement in its discretion, HH does not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute arises.

11.4 Class Action Waiver.

To the maximum extent permitted by applicable law, You and HH agree to only bring Disputes in an individual capacity and shall not:

- seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or

- consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.

11.5 Severability.

If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and HH agree that the provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the Class Action Waiver is found invalid, unenforceable, or illegal, You and HH agree that it will not be severable; this entire Binding Individual Arbitration section will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without HH’s express consent.

11.6 Your 30-Day Right to Opt Out

You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in this Agreement. To exercise this right, You must send written notice of your decision to the following address: Happy Holodays LLC, Legal Department, ATTN: ARBITRATION OPT-OUT, 6505 Francis Ave N., Seattle, WA 98103, U.S.A. Your notice must include your name, mailing address, and state that you do not wish to resolve disputes with HH through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that HH receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, HH will not be bound by them with respect to Disputes with you.

12. U.S. Government Matters

The Software is a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees under this Agreement.

You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You agree not to use, export, re-export, or download the Software or Services into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any U.S. restricted or prohibited country or on any U.S. restricted or prohibited list.

13. Amendments of this Agreement

HH may issue an amended Agreement, Terms of Service, or Privacy Policy at any time in its discretion by posting the amended Agreement, Terms of Service, or Privacy Policy on its website or by providing you with digital access to amended versions of any of these documents when you next access the Software. If any amendment to this Agreement, the Terms of Service, or Privacy Policy is not acceptable to you, you may terminate this Agreement and must stop using the Software. Your continued use of the Software will demonstrate your acceptance of the amended Agreement and Terms of Service as well as your acknowledgement that you have read the amended Privacy Policy.

14. No Assignment

You may not, without the prior written consent of HH, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the Software. HH may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.

15. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“Confidential Information” means any non-public information related to the Software, including without limitation information related to Content, the Services, your own feedback and comments, and the feedback or comments of any other licensee of the Software or any HH representative.

“Content” means any virtual items, virtual environments, or other content that HH makes available for you to access or download through or in connection with the Software, and expressly includes Licensed Music, and UGC that has been licensed to us by our users.

“Feedback” means any feedback or suggestions that you provide to HH regarding the Software, Services or other HH products and services.

“Services” means any services made available to you through the Software.

“Software” means the proprietary software application known as Popins, and any patches, updates, and upgrades to the application, and all related content and documentation made available to you by HH under this Agreement.

16. Miscellaneous

This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and HH relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Les parties déclarent qu'elles ont demandé et par les présentes confirment leur desir exprés que cette convention soit rédigee en anglais. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.

Any act by HH to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

HH’s obligations are subject to existing laws and legal process, and HH may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.