TheLoops End User License Agreement

 

Date posted (the “Effective Date”): April 21st, 2021.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE THELOOPS DESKTOP APPLICATION (THE “LICENSED APPLICATION”) AND THE SERVICES PROVIDED BY THELOOPSAI INC. (THE “SERVICES”). THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”), THE PRIVACY POLICY AVAILABLE AT https://theloops.io/privacy-statement/, AND THE TERMS OF SERVICE AVAILABLE AT https://theloops.io/terms-and-conditions/ GOVERN USE OF THE LICENSED APPLICATION AND THE SERVICES UNLESS YOU AND THELOOPSAI INC. (“THELOOPS”) HAVE EXECUTED A SEPARATE AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF SERVICE AND THIS AGREEMENT, THIS AGREEMENT SHALL GOVERN.

TheLoops is willing to license, not sell, the Licensed Application to you only upon the condition that you accept all the terms contained in this Agreement, including the Privacy Policy and the Terms of Service. By clicking on the “I accept” button, or similar, below or by using the Licensed Application, you indicate that you understand this Agreement and accept all of its terms. If you do not accept all the terms of this Agreement, then TheLoops is unwilling to license the Licensed Application to you.

TheLoops reserves the right, at its sole discretion, to modify, discontinue or terminate the Licensed Application or to modify this Agreement, at any time and without prior notice. If TheLoops modifies this Agreement, TheLoops will post the modification at https://theloops.io/end-user-license-agreement/. TheLoops will endeavor to notify you of any changes by email, but will not be liable for any failure to do so. TheLoops will also update the “Effective Date” at the top of this End User License Agreement. By continuing to access or use the Licensed Application after TheLoops has posted a modification on the Website or provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Licensed Application.

a.           Ownership; License

TheLoops shall own and retain ownership in the Licensed Application, and all intellectual property therein. Contingent upon your compliance with the terms and conditions of this Agreement, TheLoops hereby grants to you a limited, non-transferable, non-exclusive, non-sublicensable, revocable license (the “License”) to use the Licensed Application on a single electronic computer device or workstation (collectively, a “Device”) that you own or control (as through your Employer (as defined herein)) and as permitted by the Intercom Terms of Service and Code of Conduct available at https://www.intercom.com/legal/terms-and-policies (the “Usage Rules”). This license does not allow you to use the Licensed Application on any Device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple Devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), modify, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of TheLoops and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by TheLoops that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The trademarks, logos, and service marks displayed on the Licensed Application (collectively, the “Trademarks”) are the registered and unregistered trademarks of TheLoops, TheLoops’s licensors and suppliers, and/or others. Nothing contained in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of TheLoops, TheLoops’s licensors or suppliers, or the third-party owner of any such Trademark.

b.          Consent to Use of Data

TheLoops’s use of your personal information shall be governed by its Privacy Policy, available at https://theloops.io/privacy-statement/. By using the Licensed Application, you indicate your understanding of and acceptance of the Privacy Policy.

c.          Termination

The License is effective until terminated by you, your Employer or TheLoops. Your rights under this License will terminate automatically without notice from TheLoops if you fail to comply with any term(s) of this Agreement. Upon termination of the License, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

d.          Username; Password

You are responsible for maintaining the confidentiality of any user ID and/or password used by you in connection with the Licensed Application. You expressly agree not to share your user ID and/or password with any other person. You are solely responsible for all activities that occur under your user ID and/or password, and you agree to notify TheLoops immediately of any unauthorized use of your user ID and/or password or any other breach of security related to the Licensed Application. If you are concerned that your password has been compromised, or you have lost your Device, it is your responsibility to change your password, notify TheLoops immediately, and cancel any unauthorized uses or payments. THELOOPS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO SAFEGUARD YOUR USER ID, PASSWORD, DEVICE, OR TO COMPLY WITH THIS SECTION.

e.          Use of Licensed Application

Neither TheLoops, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of information or location data displayed by the Licensed Application.

You understand that by using the Licensed Application, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Licensed Application at your sole risk and that TheLoops shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

You agree that the Licensed Application may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Licensed Application.

The Licensed Application is not available in all languages or in all countries. TheLoops makes no representation that the Licensed Application is appropriate or available for use in any particular location. To the extent you choose to access Licensed Application, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable international, foreign, national, state, or local laws.

TheLoops, and its licensors, reserve the right to change, suspend, remove, or disable access to any portion(s) of or the entire the Licensed Application at any time without notice. In no event will TheLoops be liable for the removal of or disabling of access to any portion of the Licensed Application. TheLoops may also impose limits on the use of or access to any portion(s) of the Licensed Application, in any case and without notice or liability.

f.          Access Through Employer

The Usage Rules govern payment for the Licensed Application.  The company or organization with whom you have a service relationship (your “Employer”) may provide you access to the Licensed Application by purchasing or otherwise acquiring rights to use the Licensed Application for you and certain other designated Users.  In such instances, you may access and use the Licensed Application subject to this Agreement and your Employer’s agreement with TheLoops to provide access to the Licensed Application to you. Your Employer’s agreement with TheLoops to provide the Licensed Application to you may place limits on the time period for which you can use the Licensed Application and may have functions or restrictions specific to your Employer’s designated users. Your Employer has the sole discretion to determine its designated users, and your right to use the Licensed Application may depend on your Employer designating you as a designated user.

g.          Representations and Warranties

By using the Licensed Application, you expressly represent and warrant that (i) you have reviewed the Usage Rules, (ii) you have the right, authority and capacity to enter this Agreement and abide by its terms, (iii) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, (iv) you are not listed on any U.S. Government list of prohibited or restricted parties, and (v) you are at least 18 years of age. If you reside in a jurisdiction which restricts the use of the Licensed Application because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Licensed Application. You may not authorize others to use your user account, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Licensed Application you agree to comply with all applicable laws from your home nation, and the country, state and city in which you are present while using the Licensed Application.

You may only access the Licensed Application using authorized means. It is your responsibility to have internet access via a Device and to ensure that you download the correct Licensed Application for your Device. TheLoops reserves the right to terminate this Agreement should you be using the Licensed Application with an incompatible or unauthorized Device.

By using the Licensed Application, you agree that:

  • You will only use the Licensed Application for lawful purposes; you will not use the Licensed Application for sending or storing any unlawful material or for fraudulent purposes.
  • You will not use the Licensed Application to cause nuisance, annoyance or inconvenience.
  • You will not impair the proper operation of the network that the Licensed Application operates on.
  • You will not try to harm or disrupt the integrity of the Licensed Application in any way whatsoever.
  • You will not copy, reverse engineer, decompile, or distribute the Licensed Application or other content without written permission from TheLoops.
  • You will only use the Licensed Application for your own use or the use of your Employer and will not resell it to a third party.
  • You will not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Licensed Application.
  • You will keep secure and confidential your account password or any identification we provide you which allows access to the Licensed Application.
  • You will provide TheLoops with whatever proof of identity we my reasonably request.

h.          Third Party Services

The Licensed Application may display, include or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites, products, or services (collectively, “Third Party Materials”). By using the Licensed Application, you acknowledge and agree that TheLoops is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. TheLoops does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials. Third Party Materials are provided solely as a convenience to you. You must comply with all applicable third party terms of agreement when using Third Party Materials.

i.          NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THELOOPS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THELOOPS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THELOOPS OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

j.          Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THELOOPS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, OR ARISING OUT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, STRICT LIABLITY, NEGLIGENCE, TORT OR OTHERWISE) AND EVEN IF THELOOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, YOU CAN RECOVER FROM THELOOPS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE LICENSED APPLICATION OR $1.00, WHICHEVER IS GREATER.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER JURISDICTION), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

k.          Export Law

You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Licensed Application for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

l.          Government Users

The Licensed Application and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

m.         General Provisions

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without TheLoops’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement, the Privacy Policy and the Terms of Service are the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and TheLoops have executed a separate agreement.

n.          Contact Information

Should you have any questions about this Agreement or the Licensed Application, you may contact TheLoops by email at hi@theloops.io or deliver written mail to the following address: theloopsai Inc., 2757 Toledo Avenue, Santa Clara, California 95051.