Terms of Use
1. Information about us and how to contact us
www.useloops.com is a site operated by ThinkSprint Limited trading as Loops (“we”, “us”, “ours” or “Loops”). We are registered in England and Wales under company number 10064902 and have our registered office and main trading address at WeWork, 30 Stamford St, London SE1 9LQ. Our VAT number is 238 9765 50.
To contact us, please email [email protected] or telephone our customer service line on +44 (0)20 3858 3110.
If we have to contact you, we will do so by telephone or by writing to you, using the telephone, email address or postal address (as applicable) you provided to us via your Loops Account.
2. These Terms
We have created these terms and conditions (these “Terms”) so that you can enjoy the benefits of our Loops Platform (as defined below) while protecting our rights. Please read these Terms carefully before you use www.useloops.com. These terms contain important information relating to and governing your access to, and use of www.useloops.com and documentation made available via our website, and any other website or application from which we make www.useloops.com or documentation available to you from time to time (collectively, the “Loops Platform”).
By clicking on “I agree” (or a similar box or button) or accessing and using the Loops Platform, you agree to be bound by these Terms. In these Terms, you are referred to as “you” or “Account Owner”. If you are agreeing to these Terms and using the Loops Platform on behalf of your company, then “you” or “Account Owner” means your company and you are binding your company to these Terms, and you confirm to us that you have the authority to do so.
These Terms include and incorporate (and any reference to these Terms shall include) any terms provided separately to you for the Loops Platform and our Privacy Policy at https://www.useloops.com/privacy. If you do not agree to these you may not access or use the Loops Platform or the Loops Service (as defined in section 3.a (Loops Service)).
3. The Loops Platform
a. Introduction
The Loops Platform enables you to add designs, ideas or concepts, pose open questions related to them (known as a “Review” and request feedback from selected people (known as “Respondents”) (collectively, the “Loops Service”). Each response to a Review by a Respondent is defined in these Terms as “Feedback”.
b. Registration and Account Setup
For access to the Loops Platform, you must follow the registration process established by Loops on our website. Loops may approve or deny access to the Loops Platform in its sole discretion.
Whilst these Terms remain effective, if any of the details relating to your account with the Loops Platform (“Loops Account”) change, we ask that you update your account to ensure that your Loops Account is at any relevant point in time current, up-to-date and accurate. Loops Accounts are controlled by the entity whose email address is registered as the Account Owner.
We may suspend or terminate your Loops Account, and delete any content contained in it, if there is no account activity (such as a log in event or payment) for over twelve (12) consecutive months. This may also involve deleting, or otherwise revoking your access to, any Credits (as defined in section 9 (Price and Payment)) at the time of termination. However, we will attempt to warn you by email before doing so, to provide you with the opportunity to log in to your Loops Account so that it remains active and Credits remain available to you.
c. Use of the Loops Platform
If you require it, you are responsible for maintaining, protecting, and making backups of your Reviews, Feedback and any other text, images, media and Brand Features (as defined in section 11.c (Branding) relating to you that you upload or post to the Loops Platform in order to create a Review (“Content”). We may remove Reviews, Feedback or Content from the Loops Platform at any time in our sole discretion, however, subject to section 6.b (Prohibited Materials), if practicable under the circumstances, we will endeavour to notify you in advance if we believe such removal will likely materially impact you. We will not be liable for any failure to store, or for loss or corruption of, your Reviews, Feedback or Content.
We are under no obligation to oversee, monitor or moderate any interactive feature, tool, service or documentation that we provide on the Loops Platform (including, without limitation, the content of Feedback). We expressly exclude our liability for any loss or damage arising from or in connection with the use of any such interactive feature, tool, service or documentation by an Account Owner which is in contravention of these Terms, whether the tool, feature, service or document is moderated or not. You acknowledge that, in order to ensure compliance with applicable law and these Terms, Loops may be required from time to time to review certain content submitted to the Loops Platform, for example, to determine whether the content is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates applicable law or these Terms.
Where required by law, we may be required to invoke the right to disclose your identity to a third party who is claiming that certain Content posted or uploaded by you to the Loops Platform constitutes a violation of their Intellectual Property Rights (as defined in section 11 (Intellectual Property Rights)), or of their right to privacy, or is defamatory.
We will not be responsible, or liable to you or any third party, for any of the content of Feedback (including the accuracy, completeness, reliability and fitness for purpose of Feedback) or for your subsequent use of, or reliance on, the Feedback (including sharing it publicly), and we exclude all warranties (whether express or implied) in relation to the content of Feedback to the maximum extent permitted by applicable law.
We will not be responsible, or liable to you, for any Review, Content or any other content in any form posted by you or any other Account Owners or third parties on the Loops Platform. You will remain responsible at all times for the accuracy and completeness of your Content and Review(s), and for any errors in such Content or Review(s). You must ensure that you have all the rights, approvals and permissions required to use and share your Content without restriction. Please do not post, upload or use any Content on the Loops Platform unless you have first obtained the express permission of its owner, or are otherwise authorised by law to do so.
Any Content or Reviews uploaded or posted to the Loops Platform have not been verified or approved by us nor do the views expressed by Account Owners or any Content or Reviews on our site represent our views or values. The views expressed by Respondents are those of the Respondents and do not necessarily represent our views or values.
We grant you limited, non-exclusive, revocable permission to make use of the Loops Platform in accordance with these Terms. Subject to these terms, This right shall remain in effect until and unless terminated by you or Us.
You agree not to use, nor permit any third party to use, the Loops Platform in a manner that violates any applicable law, regulation or these Terms.
4. Availability and modification of the Loops Platform
While we may provide you with support or modifications for the Loops Platform, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter.
We will not be liable to you for any failure or inability to provide continuous, error free, uninterrupted services via the Loops Platform.
Loops is looking to constantly change and improve the Loops Platform. In our discretion and without liability to you, we may add, remove or modify any features or functionality of the Loops Platform; impose additional eligibility requirements or restrictions for access to the Loops Platform; or discontinue the Loops Platform, at any time and without prior notice to you.
We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Loops Platform, without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Loops Platform or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Loops Platform, or to implement advancements in science and technology or ensure the operability or the security of the Loops Platform, legal and regulatory reasons. For the avoidance of doubt, We may add or remove, or limit availability of any Content at any time at our sole discretion.
If we modify the Loops Platform, we may require you to use the modified version. We may not be able to provide you with individual notice of such changes.
5. Modification to these Terms
Loops reserves the right to update, modify or amend these Terms from time to time for any reason in our discretion, including without limitation, to reflect changes in applicable law or updates to the Loops Platform, and to account for new services or functionality.
Every time you wish to use the Loops Platform, please check these Terms to ensure that you understand the Terms that apply at that time. We will provide details of any material changes in section 2 (These Terms) and to all Account Owners via the email address provided to us via their Loops Account.
Updates, modifications or amendments: (i) specific to new functionality for the Loops Platform; (ii) pricing changes (iii) made for legal reasons; or (iv) to the Loops Platform documentation or referenced policies, will be effective immediately upon being posted on this page. All other updates, modifications or amendments are effective thirty (30) days after they are posted.
You may be required to accept the modified Terms in order to continue using the Loops Platform, and in any event, even without explicit acceptance, you agree that your continued access to and use of the Loops Platform after the changes become effective constitutes acceptance of the modified Terms, as they may be made available on our website from time to time.
6. Your responsibilities
a. General
In addition to all other responsibilities detailed in these Terms, you also agree not to, nor permit any third party to (unless you receive our prior written consent):
1.
knowingly withhold information which may affect Loops’ ability to provide the Loops Platform or the Loops Service to you or others, or the security or integrity of the Loops Platform;
2.
use or attempt to use any automated program (including, without limitation, any spider or other web crawler) to access the Loops Platform, or to search, display or obtain links to any part of the Loops Platform;
3.
use the Loops Platform to impersonate any person, or to misrepresent your identity or your company's identity, or your or your company's affiliation with any person;
4.
share the login name and password issued to you for your Loops Account with any other person, including other Account Owners, and we ask you to keep such login name and password secure and confidential;
5.
submit to the Loops Platform any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
6.
use the Loops Platform or Loops Service to defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements, or otherwise use the Loops Platform for any purposes which would be prohibited under applicable law;
7.
use the Loops Platform to upload, store or download any material that is, or appears to be, unlawful, illegal or in any way harmful (for example, abusive, harassing, threatening, disruptive or obscene), defamatory, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of Us or a third party, involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, or involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorised by Us (together, “Prohibited Material”);
8.
use the Loops Platform or Loops Service to assist with any unsolicited marketing communication (electronic or otherwise) to any person;
9.
attempt to copy, reformat, duplicate, reverse compile, disassemble, reverse engineer, create derivative works from, frame, mirror, republish, download, display, transmit, distribute or otherwise reduce to human-perceivable form or attempt to modify all or any portion of the Loops Platform, access credentials, or our website or content, in any form or media or by any means;
10.
misuse the Loops Platform by interfering with its normal operation, or attempting to access it using a method other than through the interfaces and instructions that we provide;
11.
circumvent, or attempt to circumvent, any limitations that Loops imposes on your Loops Account (such as attempting to create a new Loops Account if we have closed a previous Loops Account associated to you for a Terms violation);
12.
probe, scan, or test the vulnerability of any Loops system or network;
13.
engage in abusive or excessive usage of the Loops Platform, being usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Loops Platform for other Account Owners;
14.
represent, resell or lease the Loops Platform or Loops Service;
15.
access the Loops Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product);
16.
build any product or service using any part of the Loops Platform or Loops Service which is similar to, or competes with, the Loops Platform or Loops Service;
17.
license, sell, rent, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Loops Platform or Loops Service available to any third party; or
18.
attempt to obtain, or assist third parties in obtaining, access to the Loops Platform or Loops Service, other than as permitted in these Terms.
b. Prohibited Materials
If you become aware of any Content or other material uploaded to, stored in or transmitted via the Loops Platform that you think may constitute Prohibited Material, we ask you to notify us immediately (using the contact details provided in section 1 (Information about us and how to contact us)).
Please be aware that Loops may disable and/or remove any Prohibited Material from the Loops Platform without notice to you.
If you wish to complain about any other content uploaded to the Loops Platform or to our website, please feel free to contact us (using the contact details provided in section 1 (Information about us and how to contact us)).
c. Industry-specific regulations
If your use of the Loops Platform or Loops Service requires you to comply with industry-specific regulations applicable to such use (“Applicable Regulations”), you acknowledge that you will be solely responsible for such compliance, unless Loops has agreed in writing with you otherwise. You may not use the Loops Platform or Loops Service in a way that would subject Loops to any Applicable Regulations without obtaining our prior written agreement (“Permission”).
If your use of the Loops Platform or Loops Service requires you to comply with Applicable Regulations, then you represent, warrant and covenant on a continuing basis that you:
1.
will comply with all Applicable Regulations; and
2.
have obtained Permission from Loops for any use of the Loops Platform which subjects Loops to Applicable Regulations.
7. Respondents
The Loops Platform can be used to receive Feedback from your own Respondents, referred to from this point as “Your Respondents”, or our Respondents, referred to from this point as “Loops Respondents”.
Loops may, from time to time, make available third party sites or software to assist you in sourcing Loops Respondents for your Review, or otherwise for your use of the Loops Platform. Loops shall not be responsible for sourcing Your Respondents and takes no responsibility for the supply of, or conduct of, any Respondents.
In addition, all third party sites or third party software included in, made available to you through the Loops Platform, or used to make the Loops Platform available to you are governed by and subject to such third parties’ relevant terms and conditions, privacy policies and license terms. We do not endorse and nor are we responsible or liable for the behaviour, features, or content of any third party site, software or service, or for any transaction you may enter into with the provider of any such third party site, software or service, nor do We warrant the compatibility or continuing compatibility of the third party site, software or service with the Loops Platform. Loops accepts no liability in respect of any loss, damage, expense or claim which arise in connecting with any third party sites or third party software which may be made available to you through the Loops Platform, or otherwise used in the provision of Loops Platform to you.
Protecting the privacy and security of Loops Respondents is of paramount importance to us. We therefore reserve the right to take any steps we deem necessary to protect the privacy and security of Loops Respondents and to take measures to ensure they are not misled by Review(s) or Content used for fraudulent or other unlawful purposes.
We reserve the right to remove any Review or Content that:
1.
attempts to collect any personal data that can be used for fraudulent activity. We also reserve the right to remove any Review or Content that accesses (or attempt to access) a Loops Respondent’s personal data without their prior consent; or
2.
is intended to deceive or mislead a Respondent, including, for example, by linking to websites with malicious software such as malware.
8. Account Security
In order to protect you, Loops and other Account Owners, if we suspect, or the Loops Platform detects, an attempt to access your Loops Account by someone else other than you, your Loops Account will be suspended immediately. In such circumstances, Loops reserves the right to determine, at its sole discretion and without liability, whether to:
1.
reinstate your Loops Account; or
2.
permanently disable your Loops Account and terminate these Terms immediately on written notice to you.
You must notify Loops immediately (using the contact details provided in section 1 (Information about us and how to contact us)), if you become aware of any unauthorised access to the Loops Platform or your Loops Account.
Furthermore, in order to ensure the integrity of the Loops Platform we reserve the right, at our sole discretion, and without liability, to:
1.
temporarily prevent access to your Loops Account; 2. remove your Review(s) or any Content (or any portion thereof) submitted by you to the Review Owner; 3. permanently disable your Loops Account and terminate these Terms immediately on written notice; and/or 4. take measures to prevent the further use of the Loops Platform by you, including blocking your IP address, and to do so without any further liability to you or providing you with a refund of any fees paid by you in accordance with these Terms, if you are in breach of any of these Terms.
9. Plans and payment
a. Charges
You acknowledge that any applicable charges are based on the Loops Services ordered and are due irrespective of whether or not you utilise the Loops Services. Payment obligations are non-cancellable and charges paid are non-refundable. All payments shall be made in the currency in which they are invoiced.
b. Paid Subscriptions
In order to access the Loops Services, you will need to create an account via the Loops Platform. From time to time, you may be given the option to purchase a paid subscription Loops Account which will allow you to access and use additional features or services on the Loops Platform. You can learn more about paid subscription Loops Accounts, including the price and period of the subscription, by visiting www.useloops.com/pricing; however, not all content or services may be available to you and we will notify you either at the time of sign up or from time to time to explain what is available to you. Your payment to us for a subscription account will automatically renew for a further [12 months] at the end of the relevant subscription period, unless you cancel your subscription account by either contacting us at the email address set out in section 1 of these Terms or following the prompts in your account settings at least 48 hours before the end of the then-current subscription period. Fees paid for a subscription account are non-refundable.
c. Changes to Subscription Fees
We reserve the right to change the fee and payment plans from time to time. The process set out in Section 5 under the heading "Modification to these Terms", including notice in advance and cancellation by you if you do not agree to the change, will similarly apply here. Unless we notify you otherwise, changes for paid subscriptions will take effect at the start of the next subscription period and your continued use of the Loops Services after the effective date of the price change will be deemed acceptance of such amended fees. If you do not agree with the price changes you will have the right to downgrade your account prior to the price change taking effect, however by downgrading you may lose data, therefore it is entirely your responsibility to ensure you have backed-up your Content and Feedback. Loops takes no responsibility for loss of Content, Feedback or any other data as a result of Loops Account downgrades.
d. Enterprise Accounts
Enterprise Accounts are tailored to the unique needs of an organisation and can be requested after an Enterprise Trial. Unless expressly stated otherwise in the enterprise service level agreement entered into between you and Loops (“Enterprise SLA”), Loops will issue the total charges for the Loops Services annually in advance on the effective date of the Enterprise SLA and each anniversary thereafter during the license term as set out in the Enterprise SLA and you shall pay each invoice within 30 days of receipt. In the event of any conflict between the these Terms, and the provisions of an Enterprise SLA, the Enterprise SLA shall prevail.
e. Special Offers and Discounts
From time to time, we may offer trials of paid subscription accounts for a specified period without payment or at a reduced rate. Some trials may require your payment details to commence the trial. We reserve the right, in our absolute discretion, to determine your eligibility for a trial, and, subject to applicable laws, to withdraw or to modify a trial at any time without prior notice and with no liability. At the end of a trial we may automatically start to charge you for the applicable paid subscription immediately following the end of the trial. By providing your payment details, you agree to this charge using said payment details. If you do not want to be charged you must cancel the subscription or terminate your account before the end of the trial. Paid subscriptions cannot be terminated before the expiry of the relevant period for which you have subscribed for. We shall not issue any refunds for any fees which you have already paid.
f. Applicable Taxes
Cost and fees coming soon
Cost and fees are inclusive of UK Value Added Tax and exclusive of equivalent taxes in other countries. Costs and Enterprise SLAs are exclusive of UK Value Added Tax and exclusive of equivalent taxes in other countries.
Please be aware that you are responsible for paying any taxes or duties arising out of or associated with any payments you make via the Loops Platform, including any related penalties or interest.
10. Intellectual Property Rights
a. Loops rights
You acknowledge and agree that: (i) we own all rights, title and interest, including all copyright, trade mark, patent, internet rights/domain names, know-how, database, design and other intellectual property rights (whether registered or unregistered and including any applications or rights to apply) that subsist anywhere in the world (“Intellectual Property Rights”) in and to the Loops Platform, Loops Service, Loops’ Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “Loops Materials”); and (ii) you have no rights, title or interest in, or to, the Loops Materials, other than the limited use right expressly granted to you under these Terms.
You have no obligation to give us any suggestions, comments or other feedback relating to the Loops Materials (“User Suggestions”). If you provide us with User Suggestions, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the User Suggestions (including any ideas, concepts, methods, know-how or techniques embodied in the User Suggestions) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
b. Your rights
You retain ownership of all of your Intellectual Property Rights in your Content and any other content of your Reviews, subject to Loops’ rights in any underlying Loops Materials. Loops does not claim ownership over any of your Content, and will not re-publish your Content in full without seeking your prior consent.
“Feedback IP” means any Intellectual Property Rights created wholly or partially by Loops or a Respondent arising from creating and sharing any Feedback to you via the Loops Platform. Subject to receipt of payment by Loops in accordance with these Terms and to Loops’ rights in any underlying Loops Materials: Loops agrees that all Feedback IP and Feedback are the sole and exclusive property of you to the fullest extent permitted by law. To the extent that they do not vest automatically with you upon these Terms, Loops agrees to hold such on trust for you and hereby grants to you an exclusive, royalty free, assignable licence, with the right to grant sub licences, to use such property in your absolute discretion until such time as ownership in the same fully vests in you; to the extent that legal title in any Feedback IP does not vest in you by virtue of section 10.b(1) above, Loops hereby assigns to you (by way of future assignment) all its rights, title and interest, including all Intellectual Property Rights, in and to the Feedback IP; and Loops agrees to sign and execute such assignments or other formal documentation as may be reasonably necessary to assign all rights, title and interest in and to the Feedback IP to you.
For the duration of these Terms, you hereby grant to Loops a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and licence (including the right to sublicense through multiple tiers), to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit, host, and distribute:
1.
the Content you upload to the Loops Platform, for any purposes in connection with the Loops Platform or the Loops Service, including (without limitation) publishing and making your Reviews available to Respondents (although we will not re-publish or offer other entities insight on parts of your Reviews or your entire Reviews, and the results of such Reviews, without your permission);
2.
any of your Content, excluding your Brand Features (unless you specifically request us not to use such specific Content by notifying us in writing);
3.
your Brand Features and all Intellectual Property Rights subsisting therein, for our marketing and promotional purposes (including publishing your Brand Features on our websites, in press releases, and in promotional materials, without your prior consent). However, if you are using the Loops Platform in your personal capacity, we will not use your name or Brand Features without your prior written consent); and
4.
any Feedback provided to you via the Loops Platform or Feedback IP, for any purposes in connection with the Loops Platform or the Loops Service,
Following the termination of these Terms and upon written request from you, Loops will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Feedback IP, Content and Reviews from the Loops Platform.
c. Branding
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party.
Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features.
These Terms do not grant you any right to use Loops' Brand Features, without our prior written consent. Any permitted use by you of Loops’ Brand Features (including any goodwill associated therewith) will inure to the benefit of Loops.
d. Other Account Owners
You understand and acknowledge that Loops may receive from third parties features, applications, content, or other products or services that may be similar to or competitive with you, your business, Content, Reviews or Feedback, and nothing in these Terms will be construed as restricting or preventing Loops from doing so.
e. Exceptions to Privacy Policy
Loops may reveal personal information about Account Owners for attribution purposes, handling inquiries from Account Owners or potential Account Owners, and other purposes Loops reasonably deems necessary under these Terms. You understand and agree that Loops may access, preserve, and disclose your personal information and your Loops Account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Loops, its affiliates or partners, its users, or the general public.
f. Reporting
Loops respects the Intellectual Property Rights of others, and we respectfully ask you to do the same. If you, or anybody else, believes an Account Owner is infringing upon third party Intellectual Property Rights, you may report it to us (using the contact details provided in section 1 (Information about us and how to contact us)).
11. Confidentiality and publicity
a. Your obligations to us
You acknowledge that, during your use of the Loops Platform, you may receive or have access to Loops Confidential Information.
“Loops Confidential Information” means (a) your logins for the Loops Platform, any non-public elements of the Loops Platform or any pre-release information about the Loops Service; (b) any information in any form (whether written, electronic, graphic, oral or otherwise) relating to Loops, any other Account Owner or a Loops Respondent, or the customers, finances, sales, marketing, products, suppliers business, employees, business operations, projections, forecasts, management, prospective business, operations, strategies, technical processes, software, computer systems, source code, design documents, API, staff, Intellectual Property Rights or finances of Loops, any other Account Owner or a Loops Respondent which comes into a party's possession by virtue of these Terms and which has been marked (or provided a similar designation) to be confidential or proprietary at the time of disclosure, or could reasonably be expected to be regarded confidential or proprietary to Loops, any other Account Owner or a Loops Respondent under the circumstances.
You agree to keep all Loops Confidential Information confidential and not to make any use of the Loops Confidential Information, other than to the extent necessary for the purposes of these Terms. You may not disclose any Loops Confidential Information to third parties, other than your directors, officers and employees, on a strictly confidential and need to know basis, provided that you ensure that each such person is made aware of the restrictions imposed by this section 11 and for whom you agree to remain responsible for under these Terms. This obligation and restriction do not apply to:
1.
any use or disclosure authorised by us in writing;
2.
any use or disclosure required by applicable law, provided that (and to the extent it is legally permitted to do so) you give Loops as much notice of the disclosure as possible; or
3.
any information that is or becomes generally available to the public other than as a result of its disclosure by you (or any person whom you have disclosed the information to) in breach of these Terms.
b. Our obligations to you
We will treat your Content, Reviews and your Feedback as confidential and only use and disclose such Content, Reviews and Feedback (or the data derived from them) in accordance with these Terms, including (without limitation) disclosing such Content, Reviews and Feedback to Respondents and directors, officers, employees, agents and advisers of Loops and Respondents on a strictly confidential and need to know basis. This obligation and restriction do not apply:
1.
to any use or disclosure authorised by you in writing;
2.
to any use or disclosure required by applicable law; or
3.
if the information the subject of the Content, Reviews or Feedback:
i)
is or becomes generally available to the public other than as a result of its disclosure by Loops in breach of these Terms;
ii)
was lawfully known to Loops before receiving it from you;
iii)
is received by Loops from a third party without knowledge of breach of any obligation owed to you;
iv)
was independently developed by Loops without reference to your Content, Reviews or the Feedback.
c. Publicity
You may not issue any formal press release via traditional or online media referring to Loops, the Loops Platform, Loops Service or a Loops Respondent, without Loops’ prior written consent. You must conduct all such activities truthfully and without implying that you or any of your products or services are created, sponsored, or endorsed by Loops or a Loops Respondent and you may not make any legal representations, guarantees or warranties on behalf of Loops or a Loops Respondent or with respect to the Loops Platform, the Loops Service or any other Loops Material.
If you become aware that any public-facing articles are being developed by independent publications or authors connecting you or any of your products or services to Loops, a Loops Respondent or any Loops Material, then we ask you to notify us immediately (using the contact details provided in section 1 (Information about us and how to contact us)).
Loops may publicly refer to you, orally or in writing, as a user of the Loops Platform.
12. Warranties and indemnities
a. Review Owner Warranties
You are solely responsible for your use of the Loops Platform and Loops Service.
You represent and warrant to Loops that the following statements are true, accurate and not misleading:
1.
you have full power, authority and capacity to enter into and perform these Terms in your personal capacity and on behalf of any company organisation or entity that you purport to represent;
2.
you own or have permissions to use all Intellectual Property Rights in the Content;
3.
your use of the Loops Platform and Loops Service, and Content does not and will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (“Laws”);
4.
the possession and use by Loops of the Content, Review(s) and/or Feedback relating to you for the purpose of providing the Loops Platform and Loops Service, will not infringe any Laws;
5.
you will not interfere with Loops’ business practices, the way in which it offers the Loops Service or the Loops Platform or any third party products or networks used with the Loops Platform;
6.
all information you provide to Loops is and will be true, accurate, and complete; and
7.
any Content that you upload to, store in or transmit to the Loops Platform will not constitute Prohibited Material.
b. Indemnities to protect Loops
You will indemnify, defend (at Loops’ request) and hold harmless Loops and its affiliates (including Respondents) and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs or expenses (including reasonable legal costs and the cost of any settlement), damages or liabilities based on or arising from or as a consequence of: (i) your use of the Loops Platform, Loops Service or any other Loops Materials; (ii) your Content, Review(s) and/or Feedback and your relationships or interactions with any users or third party distributors of the Content; (iii) your breach or alleged breach of these Terms; or (iv) an unlawful or negligent act or omission by you, or an infringement of any third party rights (including, without limitation, Intellectual Property Rights) which arise out of or are connected in any way with these Terms. Loops may at its own expense participate in the defence and settlement of any claim with its own counsel and advisers, and you may not settle a claim without Loops’ prior written consent (not to be unreasonably withheld).
13. Disclaimer of warranties and limitation of liability
You acknowledge that the Loops Platform has not been developed to meet your individual requirements and that the Loops Platform, Loops Service and Loops Materials are provided and made available to you on an “as is”, “with all faults” and “as available” basis. Loops and its third party licensors disclaim all conditions, guarantees, warranties, undertakings or representations, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. Loops makes no representation, warranty or guarantee: (i) related to reliability accuracy, or completeness of the Loops Platform or any other Loops Materials; (ii) that Loops will continue to offer the Loops Platform or Loops Service; or (iii) that use of any Loops Materials will be secure, timely, uninterrupted, error-free or meet Account Owner requirements or expectations.Neither Loops nor any Account Owner warrants that the Loops Platform is free of malware or other harmful components. In addition, Loops makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), user content, devices or any other product or service advertised, promoted or offered by a third party on or through the Loops Platform or any hyperlinked website, or featured in any banner or other advertising and Loops is not responsible or liable for any transaction between you and third party providers of the foregoing.
You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
Nothing in these Terms excludes or limits the liability of Loops for death or personal injury caused by Loops' negligence or for fraudulent misrepresentation or other liability that cannot be excluded or limited by applicable law.
To the maximum extent permitted by law: (i) Loops will not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, consequential, special, exemplary, punitive or other liability related to the Loops Platform, Loops Service, or any other Loops Materials, any third party Content, third party sites or software, or otherwise under these Terms, whether in contract, tort, (including negligence or breach of statutory duty), misrepresentation or otherwise; and (ii) in any event, Loops’ entire aggregate liability under these Terms will be limited to the greater of: (i) the aggregate of your total amounts paid to Loops (if any) to use the Loops Platform and receive the Loops Service during the three (3) months preceding the claim; and (ii) £1,000.
You acknowledge and agree that this section 13 reflects a reasonable allocation of risk and that Loops would not enter into these Terms without these liability limitations.
You agree that Loops has no obligation or liability arising from or related to third party sites, software, or the content thereof made available through or in connection with the Loops Platform, and that your relationship with such third party applications shall be governed by separate agreements with such third parties.
Loops shall not be liable for defects resulting from the improper use of the Loops Platform by you, other Account Owners or Respondents, or by any other third party.
14. Term and termination
These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the Loops Platform and notifying Loops via email at [email protected]. We may terminate these Terms for any reason upon ten (10) days’ notice to you (which includes by email). In addition, we may suspend or terminate these Terms (or your use of all or any of the Loops Platform) immediately if we believe you have violated these Terms, if we cease to offer the Loops Platform or as required by applicable law.
Upon termination of these Terms:
1.
all rights and licences granted to you under these Terms will immediately terminate and you must stop using all Loops Materials;
2.
you shall have no right to use, reproduce, perform, display, distribute, install or test the Loops Platform, or any other items provided by Loops to you in relation to the use of the Loops Platform, save for any Feedback you received;
3.
neither party is liable to the other party just because the Terms have been terminated;
4.
you must permanently delete all Loops Confidential Information and any other data which you stored pursuant to your use of the Loops Platform and, at Loops’s request, you will confirm such destruction; and
5.
sections 10 (Intellectual Property Rights), 11 (Confidentiality and publicity), 12.b (Indemnities to protect Loops), 13 (Disclaimer of warranties and limitation of liability), and 16 (General) will survive.
15. Acts beyond our control
We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure result from events, circumstances or causes beyond our reasonable control.
In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
16. General
a. Entire agreement
These Terms constitute the entire agreement between Loops and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us.
You acknowledge and agree that you have not relied on any statement, promise or representation made, or given by, or on behalf of, Loops which is not set out in these Terms.
Nothing in this section shall limit or exclude any pre-contractual liability for fraud.
b. Third party rights
A person who is not a party to these Terms will not have any rights under or in connection with them.
c. Assignment
You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms, without our prior written consent and any assignment without such consent is null and void.
Loops may at any time assign, transfer, charge, subcontract, delegate or deal in any other manner with all or any of its rights under these Terms in its discretion.
d. Waiver
If you do not comply with these Terms and Loops does not insist that you perform any of your obligations under these Terms, or does not enforce our rights against you, or if we delay in doing so, this does not mean that Loops has waived or given up any rights that it may have (such as taking action in the future) and will not mean that you do not have to comply with those obligations.
e. Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the parties agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
f. No partnership
Nothing in these Terms is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, or constitute any party the agent of the other party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
Nothing in these Terms will render you an employee, worker, agent, joint venture or partner of Loops, and you will not represent or hold yourself out as such.
g. Interpretation
In these Terms:
1.
when we use the words "writing" or "written", this includes emails;
2.
any reference to a section, is to a section of these Terms;
3.
“including” (and similar terms) are to be construed without limitation; and
4.
headings are for convenience only.
h. Remedies
You acknowledge that your breach of these Terms may cause irreparable harm to Loops, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Loops may be legally entitled, Loops will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.
i. Governing law and jurisdiction
These Terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law and you and Loops irrevocably submit to the exclusive jurisdiction of the courts of England and Wales over any action, claim or matter arising pursuant to, or in connection with these Terms or the Loops Materials.