Hipstr Terms of Use

1. General Terms and Conditions

a. Description. The Site provides information about Hipstr's experiential engagement platform, products, and services. Certain portions of the Site and related Hipstr-powered digital experiences may allow users to register for events, participate in interactive experiences, access branded content, submit surveys, receive digital media, receive communications, or access software and services provided by Hipstr.

Hipstr also provides technology and related services to businesses, organizations, event organizers, retailers, venues, sponsors, and other customers that use the Hipstr platform to create and manage branded consumer experiences (collectively, “Participating Brands”). Through the Hipstr platform, Participating Brands may collect first-party data, deliver branded digital experiences, and communicate with consumers through digital channels, including email and SMS where appropriate consent has been provided, to engage consumers before, during, and after live events and experiential marketing activations.

b. Changes to this TOU. You understand and agree that Hipstr may change this TOU at any time without prior notice. Hipstr will endeavor to provide you with prior notice of any material changes. The current, effective copy of this TOU will be posted at https://www.hipstr.com/terms. The revised TOU will become effective at the time of posting on the Site, and your use of the Site after such time will constitute your acceptance of the revised TOU. If any change to this TOU is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this TOU will apply to any dispute between you and Hipstr that arose prior to the effective date of those revisions.

c. Consideration. Hipstr provides you with access to the public-facing portions of the Site for free. In return for enjoying this free access, you acknowledge and agree that Hipstr may generate revenues, increase goodwill or otherwise increase the value of Hipstr from your use of the public-facing portions of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever.

d. Privacy Policy. Your use of the Site is also subject to Hipstr's Privacy Policy, which is incorporated into this TOU by reference.

e. Jurisdictional Issues. The Site is controlled and operated by Hipstr from its offices in the State of New York. Hipstr makes no representation that materials on the Site are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Site from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

f. Eligibility. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY HIPSTR. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Site, you affirm that either you are at least 18 years of age or have been authorized to use the Site by your parent or legal guardian who is at least 18 years of age.

2. Accounts and Messaging

a. Accounts and Registrations. While you may browse certain public portions of the Site without creating an account, some features of the Site or Services may require you to register an account, complete an event registration, submit information through a Hipstr-powered experience, or otherwise provide requested information in order to access certain features, services, or content (collectively, an “Account”).

Depending on the Services being used, you may participate in experiences provided directly by Hipstr or on behalf of Participating Brands. Certain features may require you to provide accurate contact information or create login credentials to access dashboards, portals, event content, digital media, or other Services made available through the Hipstr platform.

b. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your log-in credentials. You agree to notify Hipstr immediately at contact@hipstr.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Hipstr will not be liable for any loss or damage arising from unauthorized use of your log-in credentials prior to you notifying Hipstr of such unauthorized use or loss of your log-in credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7 below).

c. Accuracy of Information. When creating an Account, you will provide true, accurate, current, and complete information as Hipstr requests. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this TOU, cause damage to or impair the Site, infringe or violate any third party rights, damage or bring into disrepute the reputation of Hipstr, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Hipstr may terminate your Account immediately without notice to you and without any liability to you or any third party.

d. Communications Through the Platform. Certain Hipstr services enable Participating Brands to communicate with consumers through email, SMS, and other digital communication channels. Where you voluntarily opt in to receive such communications, you acknowledge and agree that Hipstr may facilitate the delivery of those communications on behalf of the applicable Participating Brand.

Participating Brands are responsible for obtaining any legally required consents before sending communications through the Hipstr platform and for ensuring that the content of such communications complies with applicable laws and regulations. Hipstr may suspend, restrict, or terminate access to any messaging or communication services that it reasonably believes are being used in violation of applicable law, industry standards, or these Terms of Use.

3. Intellectual Property Rights

a. License. Subject to your complete and ongoing compliance with this TOU, Hipstr hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site in strict compliance with the provisions of this TOU.

b. Content. Except for User Content (defined in Section 4.a below), all content, materials, software, technology, designs, graphics, logos, trademarks, user interfaces, event templates, photo layouts, digital experiences, interactive features, AI-generated content, analytics, reports, information, and other materials made available through the Site or the Hipstr platform (collectively, the “Hipstr Content”) are protected by copyright, trademark, trade secret, and other intellectual property laws and are owned by Hipstr or its licensors.

Hipstr and its licensors retain all right, title, and interest in and to the Hipstr Content, including all associated intellectual property rights, whether registered or unregistered.

c. Marks. The Hipstr trademarks, service marks, and logos (collectively, the “Hipstr Trademarks”) used and displayed on the Site are Hipstr's registered and/or unregistered trademarks or service marks. Any other product and service names located on the Site may be trademarks or service marks owned by third parties (collectively with the Hipstr Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Hipstr or the applicable third party, Hipstr's or a third party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Hipstr's prior express written consent. All goodwill generated from the use of any Hipstr Trademark will inure solely to Hipstr's benefit.

d. Restrictions. Hipstr hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this TOU or on the Site will be construed as granting to you, by implication, estoppel, or otherwise, any additional license rights in and to the Site or any Hipstr Content or Trademarks located or displayed on or within the Site.

e. Participating Brand Intellectual Property. Certain portions of the Site or Hipstr-powered experiences may display the names, logos, trademarks, copyrighted materials, marketing assets, or other intellectual property of Participating Brands. All such materials remain the property of their respective owners and are used by Hipstr solely in connection with providing services on behalf of the applicable Participating Brand.

Nothing in these Terms grants you any ownership interest or license to use the intellectual property of Hipstr or any Participating Brand except as expressly permitted by these Terms or applicable law.

4. User Content

a. Definition. “User Content” means any content, information, materials, or media that you upload, submit, provide, generate, capture, or otherwise transmit through the Site or any Hipstr-powered experience, including, without limitation, photographs, videos, GIFs, boomerangs, AI-generated media, text, comments, survey responses, event registrations, logos, artwork, marketing assets, audio, graphics, and any other materials protected by intellectual property or other applicable laws.

For clarity, User Content does not include Hipstr Content (defined in Section 3) or Feedback (defined in Section 8).

b. Your Rights to User Content. YOU RETAIN COPYRIGHT AND ANY OTHER PROPRIETARY RIGHTS THAT YOU MAY HOLD IN ANY USER CONTENT THAT YOU POST TO THE SITE SUBJECT TO THE RIGHTS YOU GRANT IN THIS TOU.

c. License to Hipstr. By submitting User Content through the Site or any Hipstr-powered experience, you grant Hipstr a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, store, reproduce, modify, distribute, display, transmit, create derivative works from, and otherwise use your User Content as necessary to operate, maintain, improve, promote, and provide the Services.

Where User Content is submitted as part of a Hipstr-powered experience operated on behalf of a Participating Brand, you also acknowledge and agree that Hipstr may process, display, transmit, and make such User Content available to the applicable Participating Brand solely for purposes of providing the requested services.

d. Representations and Warranties. You are solely responsible for your User Content and the consequences of submitting User Content on the Site. By submitting User Content on the Site, you affirm, represent, and warrant that: (i) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use, and to authorize Hipstr to use, your User Content as necessary to exercise the licenses granted by you in this Section; and (ii) your User Content, and the use of your User Content as contemplated by this TOU, does not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) cause Hipstr to violate any law or regulation.

e. Disclaimer. We are under no obligation to edit or control User Content that you or other users Post on the Site, and will not be in any way responsible or liable for User Content. Hipstr may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this TOU or is otherwise objectionable, such as, without limitation, User Content that Hipstr determines is or could be interpreted to be infringing, defamatory or otherwise unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, hateful, or promoting discrimination, bigotry or racism (collectively, “Objectionable Content”). You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Hipstr with respect to User Content. We expressly disclaim any and all liability in connection with User Content.

f. Photo and Media Experiences. Certain Hipstr-powered experiences allow users to capture, generate, receive, download, or share photographs, videos, GIFs, AI-generated media, and other digital content. Availability, quality, delivery timing, and retention of such content may vary depending on the applicable Participating Brand, event, promotion, or technical limitations.

Hipstr does not guarantee the permanent availability or storage of any User Content or generated media and encourages users to promptly download any content made available through the Services.

5. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements

a. Respect of Third-Party Rights. Hipstr respects the intellectual property rights of others, including those of Participating Brands, creators, licensors, and users of the Services. We take the protection of intellectual property seriously and ask all users to do the same. Infringing activity will not be tolerated on the Site or through any Hipstr-powered experiences.

b. Repeat Infringer Policy. Hipstr's intellectual property policy is to (i) remove or disable access to material that Hipstr believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Site or through the Services; and (ii) remove any User Content Posted to the Site by “repeat infringers.” Hipstr considers a “repeat infringer” to be any user that has uploaded User Content to the Site and for whom Hipstr has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. Hipstr has discretion, however, to terminate the Account of any user after receipt of a single notification of claimed infringement or upon Hipstr's own determination.

c. Copyright Claims. Hipstr respects the intellectual property rights of others, including Participating Brands, creators, licensors, and users of the Services. If you believe that any content available through the Services infringes your copyright or other intellectual property rights, please contact us at legal@hipstr.com with sufficient information to identify the allegedly infringing material and the basis for your claim. Hipstr will review all good-faith claims and, where appropriate, remove or disable access to allegedly infringing content in accordance with applicable law.

6. Restrictions on Use of the Site

a. Without limiting any other terms of this TOU, when using the Site, you agree not to (and not to attempt to):

• decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Site;
• use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted on the Site;
• delete or alter any material Hipstr makes available on the Site;
• frame or link to any of the materials or information available on the Site;
• use or exploit any Trademarks or Hipstr Content in any manner that is not expressly authorized by this TOU;
• access, tamper with, or use non-public areas of the Site, Hipstr's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Hipstr's providers;
• provide any false personal information to Hipstr;
• create a false identity or impersonate another person or entity in any way;
• restrict, discourage, or inhibit any person from using the Site;
• use the Site or Services for any unauthorized commercial purpose or in any manner not expressly permitted by these Terms or by Hipstr;
• gain unauthorized access to the Site or personally identifiable information, or to other computers or websites connected or linked to the Site;
• upload, submit, or distribute content that is unlawful, infringing, fraudulent, defamatory, threatening, abusive, hateful, obscene, or otherwise violates these Terms;
• Upload any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected to the Site;
• violate any federal, state, or local laws or regulations or the terms of this TOU; or
• assist or permit any person in engaging in any of the activities described above.
• use the Services to collect, harvest, or attempt to collect personal information from other users except as expressly authorized through the Services;
• upload, submit, or distribute content that infringes the intellectual property, privacy, publicity, or other rights of any person or entity;
• misuse, interfere with, or attempt to circumvent any QR code experience, event registration process, kiosk, digital experience, security feature, or access control used in connection with the Services;
• use automated scripts, bots, crawlers, or similar technologies to access, scrape, monitor, or copy any portion of the Services without Hipstr's prior written consent;
• use the Services in any manner that could interfere with, disrupt, damage, or negatively impact any Participating Brand, event, promotion, user experience, or the operation of the Services.
• upload, submit, or use any content, branding, logos, marketing materials, or other assets without possessing all necessary rights, licenses, permissions, or authorizations to do so.

7. External Sites

The Site and Services may contain links to third-party websites, applications, services, social media platforms, Participating Brand websites, or other online resources that are not owned or controlled by Hipstr (collectively, “External Sites”). The content of External Sites is not developed, maintained, or provided by Hipstr, and Hipstr is not responsible for the content, accuracy, availability, security, privacy practices, or policies of any External Sites.

The inclusion of any link to, or integration with, an External Site or Participating Brand does not imply Hipstr's endorsement of, or responsibility for, the products, services, content, or practices of that third party. Your interactions with any External Site are solely between you and the applicable third party. Hipstr encourages you to review the terms of service and privacy policies of any External Sites you access.

You should take appropriate precautions when downloading files or interacting with External Sites to protect your devices and information. If you choose to access any External Site, you do so at your own risk and are solely responsible for complying with any applicable terms, conditions, or policies governing your use of those External Sites.

8. Feedback

Hipstr values feedback from users, Participating Brands, partners, and the broader community. From time to time, you may choose to provide ideas, suggestions, comments, feature requests, enhancement proposals, creative concepts, or other feedback relating to the Site, Services, or Hipstr-powered experiences (collectively, “Feedback”). To avoid future misunderstandings regarding ownership and use of such Feedback, the following terms apply:

1. Hipstr has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
2. Feedback is provided on a non-confidential basis, and Hipstr is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
3. You irrevocably grant Hipstr a perpetual, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, distribute, create derivative works from, publicly perform, publicly display, and otherwise use and exploit any Feedback for any lawful purpose, including improving the Site, Services, developing new products and features, enhancing Hipstr-powered experiences, marketing, research, and commercial purposes, without compensation, attribution, or further consent.

9. Dispute Resolution

a. General. In the interest of resolving disputes between you and Hipstr in the most expedient and cost-effective manner, you and Hipstr agree that any dispute arising out of or in any way related to this TOU or your use of the Site or Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this TOU or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOU. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOU, YOU AND HIPSTR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT. THIS ARBITRATION PROVISION APPLIES TO DISPUTES ARISING FROM YOUR USE OF THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, OR COMMUNICATIONS FACILITATED THROUGH THE HIPSTR PLATFORM.

b. Exceptions. Notwithstanding Section 9.a above, nothing in this TOU will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

c. Arbitrator. Any arbitration between you and Hipstr will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this TOU, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Hipstr. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Hipstr's address for Notice is: 244 5th Ave M292, New York, NY 10001 Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Hipstr may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Hipstr must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Hipstr prior to selection of an arbitrator, Hipstr will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by Hipstr in settlement of the dispute prior to the arbitrator's award; or (C) $100.

e. Fees. If you commence arbitration in accordance with this TOU, Hipstr will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Hipstr for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. Notwithstanding anything in this TOU to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 9.

f. No Class Actions. YOU AND HIPSTR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Hipstr agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

g. Modifications to this Arbitration Provision. Except as otherwise provided in this TOU, if Hipstr makes any future change to this arbitration provision, other than a change to Hipstr's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Hipstr's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Hipstr.

h. Enforceability. If Section 9.f above is found to be unenforceable or if the entirety of this Section 9 is found to be unenforceable, then the entirety of this Section 9 will be null and void.

10. Limitation of Liability and Disclaimer of Warranties

THE TERMS OF THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

a. NEITHER HIPSTR NOR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS (COLLECTIVELY, “HIPSTR PARTIES”) MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, AND ALL RELATED CONTENT, SOFTWARE, COMMUNICATIONS, AND DIGITAL EXPERIENCES. ACCORDINGLY, THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, AND ALL RELATED CONTENT, SOFTWARE, COMMUNICATIONS, AND DIGITAL EXPERIENCES AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE HIPSTR PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, YOU AGREE THAT YOU SOLELY ASSUME ALL RISKS ARISING FROM YOUR USE OF THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, AND ALL RELATED CONTENT, SOFTWARE, COMMUNICATIONS, AND DIGITAL EXPERIENCES. HIPSTR PROVIDES TECHNOLOGY AND SERVICES THAT MAY BE USED BY PARTICIPATING BRANDS TO CREATE AND DELIVER BRANDED EXPERIENCES. HIPSTR DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, LEGALITY, AVAILABILITY, OR PERFORMANCE OF ANY CONTENT, PROMOTIONS, OFFERS, PRODUCTS, SERVICES, OR COMMUNICATIONS PROVIDED BY PARTICIPATING BRANDS THROUGH THE SERVICES.

b. WITHOUT LIMITING SECTION 10.a, THE HIPSTR PARTIES DO NOT WARRANT THAT THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, OR ANY CONTENT MADE AVAILABLE THROUGH THEM ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, OR THAT THE DELIVERY OF PHOTOGRAPHS, VIDEOS, GIFS, AI-GENERATED MEDIA, DIGITAL CONTENT, EMAIL COMMUNICATIONS, SMS COMMUNICATIONS, OR OTHER MATERIALS WILL BE TIMELY, UNINTERRUPTED, SECURE, ERROR-FREE, OR AVAILABLE AT ALL TIMES. IF YOUR USE OF THE SITE, SERVICES, OR ANY CONTENT MADE AVAILABLE THROUGH THEM RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO HIPSTR PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

c. IN NO EVENT WILL ANY HIPSTR PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, AND ALL RELATED CONTENT, SOFTWARE, COMMUNICATIONS, AND DIGITAL EXPERIENCES AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE HIPSTR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HIPSTR'S LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER HIPSTR PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS TOU IS LIMITED TO U.S. $100.

11. Third Party Disputes

ANY DISPUTE YOU HAVE WITH ANY PARTICIPATING BRAND OR OTHER THIRD PARTY IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE, SERVICES, HIPSTR-POWERED EXPERIENCES, OR ANY RELATED CONTENT, COMMUNICATIONS, OR DIGITAL EXPERIENCES IS SOLELY BETWEEN YOU AND THE APPLICABLE PARTICIPATING BRAND OR THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE HIPSTR PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, DIRECT, INDIRECT, KNOWN, AND UNKNOWN) ARISING OUT OF OR RELATING TO SUCH DISPUTES.

12. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Hipstr Parties from and against any claims, actions, demands, liabilities, damages, judgments, settlements, losses, costs, and expenses (including reasonable attorneys' and accounting fees) arising out of or relating to: (i) your breach of this TOU; (ii) your access to, use of, or misuse of the Site, Services, Hipstr Content, Trademarks, or any Hipstr-powered experiences; (iii) your User Content or Feedback; (iv) your violation of any applicable law, regulation, or third-party right; or (v) your use of the Services in a manner that causes Hipstr or any Participating Brand to violate any applicable law, regulation, contractual obligation, or industry standard.

Hipstr will provide notice to you of any such claim, suit, or proceeding. Hipstr reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section, and you agree to cooperate with Hipstr's reasonable requests in connection with the defense of such matter at your expense.

13. Term and Termination of the TOU

a. Term. As between you and Hipstr, the term of this TOU commences as of your first use of the Services and continues until the termination of this TOU by either you or Hipstr.

b. Termination. You may terminate this TOU at any time by providing written notice to Hipstr and discontinuing your access to and use of the Services. Hipstr reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Services, or to terminate this TOU at any time without prior notice or liability if you breach any provision of this TOU, violate the rights of any third party, or engage in conduct that Hipstr reasonably believes is unlawful, harmful, or inconsistent with these TOU.

Hipstr also reserves the right to modify, suspend, discontinue, or remove all or any portion of the Services at any time without prior notice or liability.

Sections 1(b), 1(c), 1(e), 1(f), 2(b), 2(d), 3(b), 3(c), 3(d), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and all defined terms used therein, will survive the termination of this TOU to the extent necessary to give effect to their purpose.

14. Miscellaneous

This TOU is governed by the internal substantive laws of the State of New York, without regard to its conflict of laws principles. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Hipstr as a result of this TOU or your access to or use of the Services.

If any provision of this TOU is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. Failure by Hipstr to enforce any provision of this TOU will not constitute a waiver of that provision or any other provision. No waiver will be effective unless made in writing by Hipstr.

This TOU constitutes the entire agreement between you and Hipstr regarding your use of the Services and supersedes all prior or contemporaneous agreements relating to the same subject matter. Section headings are provided for convenience only and have no legal effect.

This TOU will inure to the benefit of Hipstr and its successors and assigns. You may not assign or transfer this TOU or any rights or obligations hereunder without Hipstr's prior written consent. Hipstr may assign this TOU, in whole or in part, without restriction, including in connection with a merger, acquisition, sale of assets, financing, reorganization, or change of control.

15. Contact Us

If you would like to contact us in connection with your use of the Site or Services, then please contact us at 244 5th Ave M292, New York, NY 10001, or by email at info@hipstr.com.