These Terms and Conditions, combined with Orders (defined below) referencing these Terms and Conditions and our Data Process Agreement (“DPA”) together create a legal agreement (collectively the “Agreement”) between you, on behalf of yourself or your employer, (“Customer”) and the Loop11, group entity named on the Applicable Order that governs access to and use of the Loop11 platform. We may update these Terms and Conditions from time to time. If we make material changes to these terms and conditions, we will update our customers by email.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT USE THE PLATFORM.
1. Fees and Payments
1.1. Fees for Services. You agree to pay to Loop11 any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating.
1.3. Price Changes. Loop11 may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription.
2.2. Confidentiality. Loop11 will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Loop11); (b) was lawfully known to Loop11 before receiving it from you; (c) is received by Loop11 from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Loop11 without reference to your Content. Loop11 may disclose your Content when required by law or legal process, but only after Loop11, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
2.3. Security. Loop11 will store and process your Content in a manner consistent with industry security standards. Loop11 has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
3. Your Content
3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. Loop11 does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content. You grant Loop11 a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by Loop11 privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Loop11’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Loop11 with feedback about the Services, we may use your feedback without any obligation to you.
3.3. User Content. The Services display content provided by others that is not owned by Loop11. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Loop11 is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
3.4. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, Loop11 may be required to review certain content submitted to the Services to determine whether it 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 the law or these Terms. However, Loop11 otherwise has no obligation to monitor or review any content submitted to the Services.
3.5. Customer Lists. Loop11 may identify you (by name and logo) as a Loop11 customer on Loop11’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
3.6. Other IP Claims. Loop11 respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Loop11 user is infringing upon your intellectual property rights, you may report it through our online form.
4. Account Management
4.1. Keep Your Password Secure. If you have created or been issued an account by Loop11 in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Loop11, are responsible for any activity occurring in your account (other than activity that Loop11 is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Loop11 immediately. Accounts may not be shared and may only be used by one individual per account.
4.2. Keep Your Details Accurate. Loop11 occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
4.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Loop11 will not be liable for any failure to store, or for loss or corruption of, your Content.
4.4. Account Inactivity. Loop11 may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
5. Acceptable Uses
5.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
5.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
- You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
- You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
- You may not circumvent or attempt to circumvent any limitations that Loop11 imposes on your account (such as by opening up a new account to conduct a test that we have closed for a Terms violation).
- Unless authorized by Loop11 in writing, you may not probe, scan, or test the vulnerability of any Loop11 system or network.
- Unless authorized by Loop11 in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
- Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
- You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
- You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Loop11 will endeavour to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Loop11.
- You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
- Unless authorized by Loop11 in writing, you may not resell or lease the Services.
- If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Loop11 has agreed with you otherwise. You may not use the Services in a way that would subject Loop11 to those industry-specific regulations without obtaining Loop11’s prior written agreement.
6. Suspension and Termination of Services
6.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
6.2. By Loop11. Loop11 may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Loop11 may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Loop11 may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Loop11 has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Loop11 may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Loop11 may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavour to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Loop11 may decide that we need to take immediate action without notice. Loop11 will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Loop11 has no obligation to retain your Content upon termination of the applicable Service.
6.3. Further Measures. If Loop11 stops providing the Services to you because you repeatedly or egregiously breach these Terms, Loop11 may take measures to prevent the further use of the Services by you, including blocking your IP address.
7. Changes and Updates
7.1. Changes to Terms. Loop11 may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Loop11 website. If an amendment is material, as determined in Loop11’s sole discretion, Loop11 will notify you by email. Notice of amendments may also be posted to Loop11’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Loop11 to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
7.2. Changes to Services. Loop11 constantly changes and improves the Services. Loop11 may add, alter, or remove functionality from a Service at any time without prior notice. Loop11 may also limit, suspend, or discontinue a Service at its discretion. If Loop11 discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Loop11 may remove content from the Services at any time in our sole discretion, although we will endeavour to notify you before we do that if it materially impacts you and if practicable under the circumstances.
7.3. Downgrades. Downgrading your account subscription may cause the loss of content, features, functionality, or capacity of your account.
8. Disclaimers and Limitations of Liability
8.1. Disclaimers. While it is in Loop11’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND LOOP11 DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
8.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LOOP11, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF LOOP11 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF LOOP11, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO LOOP11 FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) AUD$200.00.
8.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
8.5. Businesses. If you are a business, you will indemnify and hold harmless Loop11 and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Loop11 shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Loop11 reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Loop11 prior written consent. These Terms and Conditions are governed by and construed in accordance with the State of Victoria, Australia. In the event that a dispute arises from these terms and Conditions, you agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia. The parties hereby expressly waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with these Terms and Conditions and agree to submit to binding arbitration. Both parties agree that this Agreement, and other policies posted by Loop11 on the Site are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Loop11 in any respect whatsoever.
10. GDPR Terms for Customers in Europe
10.1 Effective Date and Definitions. These additional terms will apply to you from May 25, 2018, where you are a customer of Loop11 and are operating as a “data controller” (as that term is defined in the GDPR) in your use of the Services.
The terms “personal data”, “data subject”, “processing”, and “processor” shall have the meanings given to those terms respectively in the GDPR.
10.3 Customer Obligations. You shall ensure and hereby warrant and represent that you are entitled to transfer personal data to Loop11 so that Loop11 may lawfully process and transfer the personal data in accordance with these Terms. You shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and have sole responsibility for the accuracy, quality and legality of personal data processed by Loop11 in the provision of the Services.
10.4 Loop11 Obligations. Where Loop11 is processing personal data on your behalf, it will:
- ensure that all Loop11 personnel involved in the processing of personal data have committed themselves to confidentiality;
- where applicable to you and where it is technically feasible, make available information necessary for you to demonstrate compliance with your obligations under Article 28 of the GDPR, where such information is held by Loop11 and is not otherwise available to you through your account and user areas or on Loop11 websites, provided that you provide Loop11 with at least 14 days’ written notice of such an information request;
- promptly notify you of all requests received directly from a data subject in respect of that data subject’s personal data submitted through the Services;
- upon deletion by you, not retain personal data from within your account other than in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes; and
- to the extent reasonably able, assist you as reasonably required (at your expense) where you wish to conduct a data protection impact assessment involving the Services.
10.5 Loop11 sub-processors. Loop11 uses trusted partners in facilitating certain elements of our Services (“sub-processors”). By agreeing to these Terms, you provide a general authorization to Loop11 to engage onward sub-processors, subject to compliance with the requirements set out here. If you object to a particular sub-processor, who we cannot disassociate from your Services, your sole remedy will be to terminate your subscription relating to the Services that cannot be reasonably provided without the objected-to new sub-processor. Such termination will be without a right of refund for any fees prepaid by you for the period following termination.
10.6 Liability. Loop11 will be liable for the acts and omissions of its sub-processors to the same extent Loop11 would be l/iable if performing the services of each of those sub-processors directly under these Terms, except as otherwise set forth in these Terms and Loop11 ensures that all sub-processors on the sub-processor list are bound by contractual terms that are in all material respects no less onerous than those contained in these Terms.